Articles of Association

June 22, 2020

1. CORPORATE NAME
The company’s corporate name is Partnera Oyj in Finnish, Partnera Abp in Swedish, and Partnera Corporation in English.

2. HEADQUARTERS
The company is headquartered in Oulu.

3. INDUSTRY
The company operates service and industrial businesses, such as technology-focused business and business relating to sustainable development, either itself or through its subsidiaries or associate companies. The company may engage in investment activities. The company may own and manage securities and properties, as well as trade in them.

4. BOARD OF DIRECTORS
The administration of the company and the proper organization of operations is handled by the Board of Directors, which comprises a minimum of three (3) and a maximum of seven (7) full members. The General Meeting elects the Chairman and Vice Chairman of the Board of Directors. The term of a member of the Board of Directors starts from the General Meeting in which they are elected, and ends at the conclusion of the following Annual General Meeting.

5. ANNUAL GENERAL MEETING
The Annual General Meeting must be held annually on a day determined by the Board of Directors, within six months of the end of the fiscal year, at the company’s headquarters.

The Meeting must include:

the financial statement and annual report;
the audit report;

must decide:

3. the approval of the financial statement and, if the company is the parent company, the approval of the Group financial statement;
4. the allocation of the profit shown in the balance sheet;
5. the exemption from liability of the members of the Board of Directors and the possible CEO;
6. the number of members of the Board of Directors;
7. the remuneration of the members of the Board of Directors and the grounds for compensation of travel costs;
8. the auditor’s remuneration;

must elect:

9. the members of the Board of Directors, the Chairman and the Vice Chairman of the Board;
10. the auditor;

and address:

11. other matters mentioned in the meeting summons.

6. SUMMONS TO THE GENERAL MEETING AND ADVANCE REGISTRATION
The summons to the General Meeting is published on the company’s homepage or in a newspaper determined by the Board of Directors. The summons must be published at earliest three (3) months before the meeting and at latest nine (9) days before the General Meeting’s date of record. In order to participate in the General Meeting, a shareholder must register with the company by the date given in the meeting summons at the latest, which can be a maximum of ten (10) days before the meeting.

7. REPRESENTING THE COMPANY
The company is represented by the Chairman of the Board and the CEO, both individually, as well as two members of the Board of Directors together. In addition, the Board of Directors may give an appointed person the power of attorney or the right to represent the company.

8. AUDITOR
An audit firm approved by the auditing supervision of the Finnish Patent and Registration Office will be selected as the auditor of the company. The term of the auditor ends with the conclusion of the first Annual General Meeting following the selection.