Articles of Association

1 § The business name of the company is Enersense International Oyj in Finnish, Enersense International Abp in Swedish and Enersense International Plc in English.

2 § The company is domiciled in Pori, Finland.

3 § The company produces and sells, either independently or through its subsidiaries and affiliates, services for the energy sector, industry, construction, software industry, data system industry and data communications sector, and engages in consulting, project planning and employee leasing and recruitment, particularly in the above sectors, in Finland and other countries. For its operations, the company may own and control properties, shares, participations and other securities, as well as other assets required in its sector.

4 § The company’s shares will be part of the book-entry system following the subscription period.

5 § The company has a Board of Directors, which consists of a minimum of three (3) and a maximum of seven (7) ordinary members. The Board members’ term of office ends at the close of the first Annual General Meeting following their election.

6 § In addition to the Board of Directors, the company can be represented by the Chair of the Board of Directors and the CEO alone, or by two members of the Board of Directors together. The Board of Directors may also provide a designated person with procuration rights or the right to represent the company.

7 § Notice of the Annual General Meeting (AGM) must be published on the company’s website no earlier than three (3) months and no later than three (3) weeks before the AGM, but always at least nine (9) days before the record date.

To participate in the AGM, shareholders must register with the company before the end of the registration period indicated in the notice of the meeting. The registration period can be set to expire no earlier than ten (10) days before the meeting, and it cannot be set to expire on a Sunday, Saturday, Midsummer’s Eve, New Year’s Eve or any other public holiday.

The AGM can be held in the company’s place of domicile or other Finnish location determined by the Board of Directors.

8 § The AGM must be held annually on a date determined by the Board of Directors, but no later than six months from the end of the financial period.

At the AGM

The following must be presented:

  1. financial statements, including an income statement, the balance sheet and the Board of Directors’ report
  2. an auditor’s report

The following must be decided:

  1. the adoption of the income statement and balance sheet
  2. using the profit or loss in accordance with the confirmed balance sheet
  3. discharging the members of the Board of Directors and the CEO from liability

The following must be elected:

  1. the members of the Board of Directors
  2. the auditor, who is an authorised public accountant, or an accounting firm, whose principal auditor must be an authorised public accountant.