Articles of association

1 § Registered name

The registered name of the company is Tamturbo Oyj, in Swedish Tamturbo Abp and in English Tamturbo Plc.

2 § Domicile

The domicile of the company is Tampere.

3 § Line of business

The line of business of Tamturbo is to carry out product development, manufacturing and sales of products for the engineering and mechanical engineering industries independently or through its subsidiaries. The company may also operate in cooperation on projects with a third party, either in the funding of projects, and/or entities and/or in ownership of entities and coalescence of performing an activity within the company’s line of business. In addition, the company engages in comprehensive training and consulting activities related to the aforementioned industries. Moreover, the company may own real estate, shares in housing companies and securities both for its own operations and for rental.

4 § Shares

The shares in the company are entered into the book-entry securities system.

5 § Board of Directors

The company shall have the Board of Directors, which comprises of no fewer than three (3) and no more than eight (8) members.

The term of office of each member of the Board of Directors ends at the adjournment of the first Annual General Meeting following the election.

6 § Managing Director

The company shall have a Managing Director. The Managing Director is nominated by the Board of Directors.

7 § Representation of the company

The company shall be represented by the Board of Directors but also the chairman of the Board of Directors and the Managing Director alone and two members of the Board of Directors acting jointly. The Board of Directors may grant representation rights to nominated persons.

8 § Auditors

The company shall have one ordinary auditor and one deputy auditor. In case an auditing firm is elected as auditor, a deputy auditor does not need to be elected.

The term of office of the auditors ends at the adjournment of the Annual General Meeting first following the election.

9 § Summons, registration period and venue of General Meeting

The notice to convene a General Meeting must be delivered to the shareholders by publishing the notice on the website of the company or otherwise in a verifiable manner no earlier than three (3) months and no later than three (3) weeks prior to the General Meeting, however, in any case, at least nine (9) days prior to the record date of the General Meeting pursuant to the Finnish Companies Act.

A shareholder must register with the company in order to participate in the General Meeting. Shareholders must register no later than on the date referred to in the notice convening the meeting, which date may be at the earliest ten (10) days prior to the General Meeting.

Besides the company’s domicile, General Meetings may held in the City of Ylöjärvi or the City of Helsinki, Finland or the City of Stockholm, Sweden.

10 § Annual General Meeting

The Annual General Meeting shall be held each year within six (6) months from the end of the financial period of the company on a date resolved by the Board of Directors.

The annual general meeting shall decide on:

  1. the adoption of the financial statements;
  2. the use of profits shown on the balance sheet;
  3. the discharge of members of the Board of Directors and the Managing Director from liability;
  4. the remuneration of the members of the Board of Directors and the auditor;
  5. the number of the members of Board of Directors;
  6. the election of the members of the Board of Directors;
  7. the election of the ordinary auditor and if needed, the deputy auditor.