Articles of Association
1 § Company Name and Domicile
The name of the company is Digia Oyj, in English Digia Plc. The domicile of the company is Helsinki.
2 § Line of Business
The company's line of business is to provide consulting, training and services for the information technology field, business management, EDP auditing, consulting for internal auditing and risk management, to sell literature, software and equipment related to the field and to engage in other related business. In addition, the company provides services connected with marketing, sales and administration. The company can own various securities, real estate and vehicles as well as trade in and rent them.
3 § Book-Entry System
The shares of the company have been entered into a book-entry system.
4 § Board of Directors
The Board of Directors shall consist of four to eight (4-8) members. The term of a member of the Board of Directors shall expire upon the closing of the Annual General Meeting that follows the election. The Board of Directors shall elect its Chairman and Vice Chairman.
5 § Managing Director
The company shall have a managing director, who is appointed by the Board of Directors.
6 § Representation
The company is represented by the Managing Director, a member of the Board of Directors, holder of a procuration or another person appointed by the Board of Directors to represent the company two together.
The Board of Directors is entitled to give a right to represent the company to appointed persons in the manner that they are entitled to represent the company two together or each together with a member of the Board of Directors, holder of a procuration or the Managing Director.
7 § Auditors
The company has one (1) auditor, which is required to be an auditing company approved by the Central Chamber of Commerce.
The auditor is elected until further notice.
8 § Financial Year
The company's financial year is the calendar year.
9 § Notice of Meeting
A summons to General Meeting shall be delivered to shareholders not earlier than two months and not later than three weeks before the General Meeting and in any case at least nine days before the record date of the General Meeting defined in Chapter 4 Section 2 Sub-section 2 of the Companies Act. The summons shall be delivered by publishing it on the company's home website in internet or in at least one newspaper decided by the Board of Directors or by delivering the summons to each shareholder in writing to the address reported by the shareholder in the shareholders register.
To be able to participate in a General Meeting, a shareholder must register with the company no later than on the day mentioned in the notice of meeting, which can be no earlier than ten days before the meeting.
10 § Ordinary Shareholders' Meeting
The Ordinary Shareholders' Meeting shall be held annually in Helsinki, Espoo or Vantaa within six months of the expiration of the financial period on a date set by the Board of Directors.
In the meeting:
the following shall be submitted
1. financial statements, group financial statements and annual report;
2. auditor's report;
the following matters shall be decided upon
3. confirmation of the financial statements and the group financial statements;
4. use of the profit shown by the balance-sheet;
5. discharge of liability of the members of the Board of Directors and the Managing Director;
6. compensation for the members of the Board of Directors and the auditors as well as grounds for compensation of the costs incurred;
7. amount of members in the Board of Directors;
the following shall be elected
8. the members of the Board of Directors; and
9. the auditor, when required.