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, transfers, distributes and sells, either independently or through its subsidiaries and affiliates, energy, energy facilities and appliances, and services for the energy sector, industry, construction, installation, maintenance, software industry, data system industry and data communications sector, and engages in consulting, project planning, project developing, importing, 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 a General Meeting shall be published on the company’s website no earlier than three (3) months and no later than three (3) weeks before the General Meeting, however, always at least nine (9) days before the record date of the General Meeting.

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

The General Meeting may be held in the company’s place of domicile or at any other location in Finland determined by the Board of Directors.

The Board of Directors may decide that participation in the General Meeting is also permitted such that a shareholder exercises their decision-making power using a remote connection and technical means before or during the General Meeting. The Board of Directors may also decide to arrange a General Meeting without a physical venue such that the Shareholders exercise their full decision-making powers in real time using a remote connection and technical means during the Meeting.

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.