Articles of Association

Articles of Association

(Since June 11, 2015)

Article 1

The business name of the company is Plc Uutechnic Group Oyj, and its domicile is Uusikaupunki.

Article 2

The company’s line of business is the metal industry and trade in metal industry products in Finland and abroad. As part of its line of business, the company also attends to the administration and financing of companies belonging to Uutechnic Group. The company also handles the organization, financing, accounting, office services, and purchasing and sales functions of Group companies as well as other administration services for the Group. The company may acquire patents and other rights on behalf of the Group and provide consulting services; own and control real estates and shares in real-estate corporations; carry out renting and other leasing operations; and invest its assets in stocks, securities, and other money market instruments. The company may carry out the operations mentioned above either directly or through subsidiaries and affiliated companies.

Article 3

The company’s shares belong to the book-entry system.

Article 4

The company has a Board of Directors that comprises no fewer than three (3) and no more than six (6) members. The term of a Board member ends at the end of the first Annual General Meeting after the election.

The chairman and vice-chairman of the Board are selected by the Board from among its members. The company’s CEO cannot be the chairman of the Board.

Article 5

The company has a CEO, selected by the Board of Directors.

Article 6

The company is represented by the chairman of the Board of Directors and the CEO, both of them together with a Board member.

The Board decides on issuance and cancellation of procurations. Procurations can be issued such that a holder of procuration represents the company alone or jointly with another holder of procuration or a Board member.

Article 7

The company has one auditor, which must be an auditing firm certified by the Central Chamber of Commerce of Finland.

 The auditor’s term covers the financial year during which the election was held, and the duty ends at the end of the first Annual General Meeting after said election.

Article 8

The company’s financial year starts on January 1 and ends on December 31.

Article 9

According to the Board’s decision, an Annual General Meeting can be held at the company’s domicile, or in Helsinki or Lahti.

A summons to an Annual General Meeting shall be published no earlier than three (3) months and no later than three (3) weeks before the meeting, yet always taking into account the stipulations of the Companies Act concerning the summons dates, on the company’s Web site and in any other manner determined by the Board of Directors.

In order to be able to participate in the Annual General Meeting, a shareholder must register for this within the time mentioned in the summons, which must end no sooner than ten (10) days before the meeting.

Article 10

The Annual General Meeting must be held no more than six (6) months after the end of the financial year.

At the Annual General Meeting, the following documents must be presented:

1. the financial statements, the consolidated financial statements, and the annual report

2. the auditor’s report

decisions on the following must be made:

3. verification of the financial statements and the consolidated financial statements;

4. disposal of the profit shown on the balance sheet;

5. discharge of the Board members and the CEO from liability;

6. the fees of the Board members and the auditor;

7. the number of the Board members;

the following officers must be elected:

8. the members of the Board; as well as

9. the auditor.