ARTICLES OF ASSOCIATION OF DNA OYJ
1 TRADE NAME AND DOMICILE OF THE COMPANY
The trade name of the company is DNA Oyj, and it is domiciled in Helsinki. The parallel trade name of the com-pany in English is DNA Plc and in Swedish DNA Abp.
2 LINE OF BUSINESS
The line of business of the company is general telecommunications and the provision of data communications, ICT, entertainment and television services. The company also imports equipment, devices, accessories and software and acts as a trader and an intermediary. In addition, the company provides consulting and services related to the above-mentioned operations as well as telephone and other types of communications. The com-pany also has the right to offer payment services. The payment services provided by the company are listed in the register of payment service providers of the Financial Supervisory Authority. The company may own real estate and securities, engage in securities trading and conduct investment and finance operations that support the company’s line of business.
3 BOARD OF DIRECTORS
The Board of Directors, which is elected at the General Meeting, is responsible for the administration and the appropriate organisation of the company's operations. The Board of Directors comprises a minimum of five (5) and maximum of nine (9) ordinary members. 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 elects the chairman from among the members for each term of office. The Board of Directors is deemed to constitute a quorum when more than half of the members of the Board of Directors are present.
The company has a CEO who is appointed by the Board of Directors.
5 INCLUSION IN THE BOOK-ENTRY SYSTEM
The shares of the company are in the book-entry securities system.
6 REPRESENTATION OF THE COMPANY
The company is represented by the CEO and the Chairman of the Board of Directors, each acting alone, and by two members of the Board of Directors acting together.
The Board of Directors may grant the right to represent the company and procurations to other persons.
The company has one (1) auditor, which shall be an audit firm with a responsible auditor who shall be an au-thorised public accountant. Their term of office of the auditor is the financial period, and the auditor's duty shall expire at the end of the first Annual General Meeting following the election.
8 NOTICE OF GENERAL MEETING AND ADVANCE REGISTRATION
The notice convening a General Meeting shall be delivered to the shareholders by publishing it on the compa-ny's website no earlier than three (3) months and no later than three (3) weeks before the General Meeting, however, never later than nine (9) days before the record date of the General Meeting. To be entitled to attend the General Meeting, shareholders must register with the company by the date specified in the notice, which shall be no earlier than ten (10) days before the General Meeting.
9 ANNUAL GENERAL MEETING
The Annual General Meeting must be held within six (6) months of the end of the financial period, at a date specified by the Board of Directors.
Items on the agenda of the Annual General Meeting shall include:
the presentation of
1. the financial statements and report of the Board of Directors;
2. the auditors’ report;
3. the adoption of the financial statements, which, in the parent company, also involves the adoption of the consolidated financial statements;
4. the use of the profit shown on the balance sheet;
5. discharging the Members of the Board of Directors and the CEO from liability;
6. the number of members of the Board of Directors;
7. the compensation of the members of the Board of Directors and the auditor;
the election of
8. the members of the Board of Directors;
9. the auditor; and
10. any other business specified in the notice of the meeting.
10 FINANCIAL PERIOD
The company's financial period is one calendar year.