Articles of association

1 § Trade name and domicile
The company’s trade name is Heeros Oyj in Finnish and Heeros Plc in English. The domicile of the company is Helsinki.

2 § Field of operation
The company’s field of operation is development, sales, marketing, importing and exporting of software as well as consulting, training and service business. The company can own and manage fixed assets and securities for the purposes of its operations.

3 § Board of directors
The company has a board of directors that consists of three (3) to seven (7) members. The term of office of the members of the board of directors expires at the end of the next annual general meeting of shareholders following their election.

4 § Chief Executive Officer
The company has a Chief Executive Officer who is appointed by the Board of directors.

5 § Representation of the Company
The company is represented by the Chair of the Board of Directors and the Chief Executive Officer, each alone. The Board of Directors may also grant the right to represent the company to a member of the Board of Directors and other named persons.

6 § Auditor
The company shall have one (1) primary auditor, which shall be an auditing firm pursuant to the Auditing Act whose responsible auditor is an authorized public accountant (KHT). The term of the auditor expires at the end of the next annual general meeting of shareholders following the election.

7 § Financial period
The financial period of the company is the calendar year.

8 § Notice to General Meeting
The notice to General Meeting shall be delivered to the shareholders no earlier than three (3) months and no later than three (3) weeks prior to the General Meeting, however, no later than nine (9) days before the record date of the General Meeting. The notice shall be delivered to the shareholders by means of an invitation through post or email to the address of a stakeholder given for the shareholder register or by means of a notice published on the company’s website.

In order to be entitled to attend and exercise their right to speak at the General Meeting, a shareholder must notify the company of its attendance by the date specified in the notice to General Meeting.

 9 § Annual General Meeting

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

At the meeting, the following are

presented:

  1. the financial statements, which include the consolidated financial statements, and the annual report;
  2. the auditor’s report; and

decided:

  1. the adoption of the financial statements;
  2. the use of the profit shown on the balance sheet;
  3. the discharge from liability of the members of the Board of Directors and the Chief Executive Officer;
  4. the number of the members of the Board of Directors and the remuneration of the members of the Board of Directors and the auditor;

elected:

  1. the members of the Board of Directors;
  2. the auditor;

and discussed:

  1. other matters potentially included in the notice to the Annual General Meeting.

10 § Book-entry system
The shares of the company are incorporated in the book-entry system of securities.