Translation from Finnish
NATIONAL BOARD OF PATENTS AND REGISTRATION
Arkadiankatu 6 A, 00100 Helsinki, Finland
Business Identification code: 0592542-4
Trade register number: 353.112
Company: Basware Oyj
Valid from: 05.03.2008 -
The Act regarding the Right of Foreign Nationals and Certain Corporate Bodies to Own and Hold Real Property and Shares was repealed on January 1, 1993. Any provisions based thereon in articles of association and in by-laws, as well as any notations made on the basis thereof, are null and void.
ARTICLES OF ASSOCIATION OF BASWARE OYJ
1. Business Name and Domicile
The business name of the company shall be Basware Oyj, in Swedish Basware Abp and in English Basware Corporation.
The Company’s domicile shall be Espoo.
2. Line of Activity
The company's line of activity is development, sale and marketing of computer software, training, consulting and maintenance services as well as sale and marketing of related devices and supplies. The Company may own real estate, shares and other securities and practice trade with such securities.
3. Book-Entry Securities System and the Matching Day
The Company’s shares shall be included within the book-entry system for securities after a registration date stipulated by the Board of Directors of the Company.
The right to receive monies distributed by the Company and the subscription right in conjunction with an increase of the Company’s share capital shall be restricted to:
1) persons who, at the matching day, are entered as shareholders in the list of registered shareholders;
2) persons whose right to receive payment is, at the matching day, entered into the book-entry account given in the list of registered shareholders and also entered separately in the list of registered shareholders; or
3) if the share is registered in the name of a nominee, the person in whose book-entry account the share is entered at the matching day and whose nominee is entered in the list of registered shareholders as the nominee at the matching day.
4. Board of Directors
The Company has a Board of Directors, which shall handle the company’s administration and appropriate management of its activities. The Board of Directors of the company includes at minimum four (4) and at maximum eight (8) regular members. The term of office of the Board of Directors expires at the end of the first Annual General Meeting of Shareholders following the election.
The Board of Directors shall elect from among its members the Chairman and a Deputy Chairman. The Board of Directors is deemed to have a quorum present when more than a half of its members are present.
5. Managing Director
The Company shall have a Managing Director, whom is appointed by the Board of Directors.
6. Representation of the Company
The right to represent the company shall be held by the Chairman of the Board of Directors and the Managing Director each acting severally, and by the members of the Board of Directors, acting two together.
The Board of Directors may give the right to represent the company to persons employed by the company so that they each may act severally.
7. Auditors
The Company has at minimum one (1) and at maximum two (2) regular Auditors, of which at least the other one is an auditing firm authorized by the Central Chamber of Commerce. In addition the Company has at minimum one (1) and at maximum two (2) deputy Auditors.
The assignment of an Auditor shall be valid until further notice.
8. Summons to a General Meeting
A Summons to a General Meeting of Shareholders shall be issued no earlier than two (2) months and no later than seventeen (17) days week before the meeting date in a newspaper announcement placed in at least one (1) Finnish-language daily newspaper appearing in Finland, the newspapers being selected by the Board of Directors, or by mailing the summons to each shareholders to the address given in the list of registered shareholders.
9. Place of General Meeting
The general Meeting can be held, in addition to Espoo, in Helsinki or in Vantaa according to the decision made by the Board of Directors.
10. Right to Participate and Vote in a General Meeting
In order to be permitted to participate and vote in a General Meeting of Shareholders, a shareholder shall, no later than the date designated by the Board of Directors and mentioned in the summons to the Meeting, which date may be no earlier than ten (10) days before the Meeting, declare to the company his/her intention to attend. Each share of the company shall have one (1) vote in the General Meeting of the Company. The method of voting shall be stipulated by the chairman of the General Meeting.
11. General Meeting of Shareholders
The Annual General Meeting of Shareholders shall be held annually on a day designated by the Board of Directors within six (6) months from the end of a fiscal year of the Company.
At the Meeting there shall be:
presented
1. the financial statements, which shall comprise the Income Statement, the Balance Sheet, and the Annual Report, as well as the consolidated financial statements comprising the Consolidated Income Statement and the Consolidated Balance Sheet;
2. the Auditors' Report, as well as the Auditors' Report concerning the whole group of companies;
decisions made regarding
3. the approval of the Income Statement and the Balance Sheet;
4. any measures occasioned by the profit or loss according to the approved Income Statement and the Balance Sheet and/or Consolidated Balance Sheet;
5. granting release from liability to the members of the Board of Directors and to the Managing Director;
6. the remunerations to be paid to the members of the Board of Directors and the Auditors and their travel compensations;
7. the number of members of the Board of Directors;
and elected
8. the members of the Board of Directors;
9. if needed the regular Auditors and the deputy auditors;
deal with
10. any other matters mentioned in the summons to the meeting.
12. Financial Period
The financial period of the company shall be the calendar year.