Articles of Association

ARTICLES OF ASSOCIATION

1 § Company’s name

The name of the company is Netum Group Oyj and in English Netum Group Plc.

2 § Company’s domicile

The domicile of the company is Helsinki.

3 § Company’s line of business

The company’s line of business is information technology services including software design and delivery, management consultation, sale of cloud capacity and software via communication network, data security and data protection consultation and auditing services as well as supervision, control and operational services of data systems and telecommunication services.

In addition, the company may practice rental, financing and investment business. The company may also engage in securities trading and own, govern, buy, sell and rent properties. The company may carry on its business operations through subsidiary companies. The company may also provide different administrative services for its subsidiaries.

4 § Incorporation in the book-entry system

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

5 § Board of Directors

The Board of Directors of the company shall have a minimum of three and a maximum of eight members.

6 § Representing the company

The Board of Directors shall represent the company. Also, the chairman of the Board of Directors and the Managing Director, each alone, and two members of the Board of Directors jointly, are authorized to represent the company.

The Board of Directors may also authorize persons to represent the company by granting procuration or by granting the right to represent the company.

7 § Notice of a General Meeting, meeting venue and advance registration to a General Meeting

The General Meeting shall be held at a location determined by the company's Board of Directors. The General Meeting may be located in Tampere in addition to the domicile of the company. The Board of Directors may decide that the General Meeting shall be held without a meeting venue so that shareholders exercise their decision-making power during the meeting fully and in real time by means of a telecommunications connection and technical assistance (remote meeting).

A notice of a General Meeting shall be published on the company’s website no earlier than three months and no later than three weeks before the meeting, however at least nine days before the record date of the General Meeting referred to in the Finnish Limited Liability Companies Act.

In order to attend a General Meeting, a shareholder must notify the company by the date and time designated by the Board of Directors and stated in the notice of the General Meeting. Such date may be no earlier than ten days prior to the Meeting.

8 § Annual accounts

The company’s annual accounts are closed at the end of each calendar year.

9 § Auditor

The company shall have one auditor, which must be an audit firm set up under the Finnish Auditing Act. The auditor’s term of office expires at the end of the first Annual General Meeting following the election.