1 §
Business name and domicile of Company
The business name of the Company is Tecnomen Oyj; in Swedish, Tecnomen Abp; and in English, Tecnomen Corporation. The Company is domiciled in Espoo.
2 §
Company’s field of operations
The Company is engaged in the development, manufacture, and marketing of software, equipment, and services for the communications and information technology field. The Company may carry out its operations either directly or via its subsidiaries. In carrying out its operations, the Company may own and administer real-estate and securities.
3 §
Book-entry system
The Company’s shares are incorporated in the book-entry system.
4 §
Board of Directors
The Company’s administration and the due organization of its operations shall be entrusted to the Board of Directors, which shall consist of at least three (3) and at most seven (7) ordinary members elected by the General Meeting.
The term of office of a member of the Board of Directors expires at the end of the first Annual General Meeting following the election.
The Board of Directors shall elect a Chairman and a Vice-Chairman from among its members until the end of the following Annual General Meeting. The Board of Directors shall constitute a quorum when more than half of its members are present at the meeting. Matters shall be resolved by a simple majority of the votes cast. In the event of a tie, the chairman shall have the deciding vote.
5 §
Managing Director
The Company has a Managing Director who is elected by the Board of Directors.
6 §
Representation right
The right to represent the Company shall be vested in the Chairman of the Board of Directors and the Managing Director each alone, or in two members of the Board of Directors together. The Board of Directors may authorize persons employed by the Company to represent the Company so that such persons may represent the Company two together or each separately together with either the Managing Director or a member of the Board of Directors.
7 §
Powers of procuration
The Board of Directors shall decide on the granting of procuration rights.
8 §
Financial year
The Company's financial year shall be the calendar year.
9 §
Auditor
The Company has one auditor which shall be an accounting firm approved by the Central Chamber of Commerce.
The term of office of the auditor expires at the end of the first Annual General Meeting following the election.
10 §
Annual General Meeting
The Annual General Meeting shall be held annually before the end of May on a date decided by the Board of Directors. The General Meeting shall be held in the Company's domicile or, if the Board of Directors so decides, in Helsinki.
11 §
Invitation to the General Meeting
The invitation to the General Meeting shall be announced no earlier than two months prior to the last day of registration for participation in the meeting, and no later than seventeen (17) days prior to the General Meeting by publishing it in one Finnish and in one Swedish daily newspaper determined by the Board of Directors.
12 §
Registration for the General Meeting
To be able to participate in the General Meeting, a shareholder must register with the Company at the latest by the date mentioned in the invitation to the meeting, which date may not be earlier than ten (10) days before the General Meeting.
Each shareholder may cast one vote per share in votes and elections held at the General Meeting.
13 §
Matters handled at the Annual General Meeting
At the Annual General Meeting the following must be:
presented:
(1) the financial statements including the consolidated financial
statements, and the report of the Board of Directors;
(2) the auditor’s report;
decided:
(3) the confirmation of the financial statements and the consolidated
financial statements;
(4) the use of the profit shown in the balance sheet;
(5) the discharge of the members of the Board of Directors and the
Managing Director from liability ;
(6) the remuneration of the members of the Board of Directors
and the auditor;
(7) the number of members of the Board of Directors;
elected:
(8) the members of the Board of Directors; and
(9) the auditor;
dealt with:
(10) the other matters specified in the invitation to the meeting.
14 §
Redemption obligation
A shareholder, whose ownership—either alone or together with other shareholders as provided below—of all the shares or votes in the Company reaches or exceeds 33 1/3% or 50% (the "Bidding Shareholder"), is obligated, upon a demand by the other shareholders (the “Selling Shareholders”), to purchase their shares and their securities that pursuant to Companies Act entitle to shares as provided in this article.
When calculating a shareholder’s ownership of the shares and votes in the Company, shares that belong to parties specified below will also be counted:
- enterprises that under the Companies Act are a part of the same group as the shareholder;
- companies that are considered a part of the same group as the shareholder when preparing consolidated financial statements in accordance with the Accounting Act;
- pension foundations or pension funds of the enterprises and companies referred to above;
- corporations or companies not domiciled in Finland that, as described above, would be a part of the same group as the shareholder if they were domiciled in Finland.
In the event that the redemption obligation arises on the basis of combined ownership or votes, the Bidding Shareholders will be jointly and severally liable for the carrying out of the redemption with respect to the Selling Shareholders. In such a situation, the redemption request will be considered to apply to all of the Bidding Parties without a separate request.
In the event that two shareholders reach or exceed the ownership or vote threshold triggering the redemption obligation so that both are simultaneously obligated to redeem, a Selling Shareholder is entitled to separately request redemption from each separately.
The redemption obligation does not apply to shares or securities entitling to shares that a Selling Shareholder has acquired after the redemption obligation has arisen.
Redemption price
The redemption price for the shares shall be the higher of:
a) the weighted average of the share quotations on the Helsinki Stock Exchange for the ten (10) trading days preceding the date when the Bidding Shareholder notified the Company of the ownership or vote thresholds referred to above being reached or exceeded or, in the event such notification is lacking or is not received by the deadline, when the Board of Directors has otherwise received this information;
b) the weighted average of the purchase prices paid by the Bidding Shareholder for shares purchased or otherwise acquired during the twelve (12) months prior to the date referred to in a) above.
If the consideration for any purchase or acquisition affecting the average price is denominated in a currency other than euros, such consideration shall be converted into euros applying the exchange rate for the currency in question confirmed by the European Central Bank seven (7) days prior to the date when the Board of Directors notified the shareholders of the opportunity to redeem the shares.
The provision regarding the determination of a purchase price for shares shall also be applied to other securities that become subject to redemption.
Redemption procedure
The Bidding Shareholder shall, within seven (7) days of the date when the redemption obligation has arisen, notify the Board of Directors thereof in writing at the Company’s address. The notification must include details of the quantity of shares owned by the Bidding Shareholder and the quantity and price of shares the Bidding Shareholder has purchased or otherwise acquired during the preceding twelve (12) months. The notification must include an address where the Bidding Shareholder can be reached.
The Board of Directors must notify the shareholders of a redemption obligation within thirty (30) days of receiving the aforementioned notification of the ownership or vote threshold being reached or exceeded or, in the event such notification is lacking or is not received by the deadline, of the date the Board of Directors has otherwise become aware that a redemption obligation has arisen.
The Board of Directors’ notification to the shareholders must include details of the time when the redemption obligation arose, the grounds for determining the redemption price (to the extent that the Board of Directors has this information), and the date by which a redemption request must be made at the latest.
This notification must be delivered to the shareholders in accordance with the provisions regarding invitations to the General Meeting in section 11 above.
A Selling Shareholder must request redemption in writing within 30 days of the date when Board of Directors' notification regarding the redemption obligation was published.
A redemption request that is delivered to the Company must specify the quantity of the shares and other securities that the request concerns. A Selling Shareholder must at the same time deliver to the Company all share certificates or other documents entitling to shares, so that they can be transferred to Bidding Shareholder against payment of the redemption price.
In the event a Selling Shareholder fails to deliver the redemption request within the prescribed time limit, the Selling Shareholder shall lose the right to request redemption as regards the redemption situation in question. A Selling Shareholder may cancel the redemption request at any time before redemption has been completed.
When the time limit reserved for Selling Shareholders has expired, the Board of directors must notify the Bidding Shareholder of the received redemption requests.
Within 14 days of having received notification of the redemption requests, the Bidding Shareholder must pay the redemption price in the manner specified by the company against transfer of the shares and securities entitling to shares or, if the shares have been registered in the book-entry accounts of the shareholders in question, against a receipt from the Company. In this case, the Company must ensure that the Bidding Shareholder is registered forthwith in the book-entry account as the owner of redeemed shares.
A penalty interest of 16% per annum will be imposed on a redemption price that has not been paid within the time limit provided, such interest to be calculated from the date when the redemption price should have been paid. In the event the Bidding Shareholder has also failed to observe the above provisions concerning the notification obligation, the penalty interest will be calculated from the date when the notification should have at the latest been given.
In the event that a Bidding Shareholder fails to observe the provisions of this section 14, the shares that such Bidding Shareholder owns and the shares that, in accordance with this section, are taken into account when calculating the ownership thresholds triggering a redemption obligation, will entitle their holder to vote at general meetings only using a maximum of one third (1/3) or, as the case may be, 50% of the aggregate amount of votes conferred by all the shares in the company.
Other provisions
The redemption obligation set forth in this section 14 does not apply to a shareholder who proves that he/she reached or exceeded the ownership or vote thresholds triggering the redemption obligation before this provision of the Articles of Association was registered with the Trade Register.
Any disputes arising in connection with the redemption obligation, the right to request redemption, and the redemption price will be resolved in accordance with the provisions of the Arbitration Act (967/92).
The arbitration proceedings will be governed by Finnish law.