Articles of Association

ARTICLES OF ASSOCIATION OF VERKKOKAUPPA.COM OYJ

Article 1: Trade name and Domicile of the Company

The trade name of the Company is Verkkokauppa.com Oyj and its domicile is Helsinki.

Article 2: Line of Business

The Company is engaged in the purchase, sale, leasing, importing and consultation of computers and their peripheral devices, software, cameras, components, electronics, printing devices, cables, office technology and supplies, telecommunications devices and services. The Company also offers Internet and network services, including its online store.

Article 3: Board of Directors

The Company shall have a Board of Directors, consisting of four to eight ordinary members and at most a corresponding number of deputy members.

Article 4: Representation

The Company is represented by the CEO and the Chairman each alone and two members of the Board of Directors together. The Board of Directors may also provide an authorization a specifically named person to represent the Company, alone or together with another person. The Board of Directors decides on the granting of powers of procuration.

Article 5: Auditors

The auditor of the company shall be an Authorized Public Accountants firm approved by the Patent and Registration Office.

Article 6: Financial Period

The Company’s financial period is from 1 January to 31 December.

Article 7: Notice to convene a General Meeting of Shareholders

The notice to convene a General Meeting of Shareholders shall be delivered to shareholders no earlier than three months and no later than nine days prior to the record date of the General Meeting of Shareholders. The General Meeting of Shareholders is convened by publishing the notice on the Company's website. In addition, information about a delivered notice may be published in a newspaper.

In order to attend the General Meeting of Shareholders, the shareholder must register in advance with the Company at the latest by the date stated in the notice, which may be no earlier than ten (10) days prior to the General Meeting of Shareholders.

Article 8: Annual General Meeting

The Annual General Meeting shall be held annually within six months from the end of the financial period.

The Annual General Meeting shall decide on:
  1. the adoption of the financial statements and, if the Company is a parent company, the adoption of the consolidated financial statements;
  2. the measures called for by the profit shown on the balance sheet;
  3. discharging the members of the Board of Directors and any CEO from liability;
  4. the number of the members of the Board of Directors and the number of any deputy members;
  5. the remunerations of the members of the Board of Directors and the auditors and the reimbursement policy for travel expenses;
elect:
  1. members of the Board of Directors and any deputy members;
  2. the auditor;
and handle:
  1. other matters mentioned separately in the notice of the Annual General Meeting.

Article 9: The shares of the Company have been entered to the book-entry securities system of securities.

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