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Articles of Association of Ponsse Plc

1 §  Company name and registered office

The company's name is Ponsse Oyj, and its registered office is in Vieremä. The english name of the company is Ponsse Plc.

2 § Objects of the company

The objects of the company are to engage in the manufacture, import and marketing of forest machines, other products in the metal industry and information system hardware and software. Furthermore, the company produces training- and consultation services, administration services for the group companies and engages in insurance representation operations. Furthermore, the company may own and manage securities and properties and trade therein.

3 §  Book-entry securities system

The shares have joined in the book-entry securities system, which is mentioned in the law concerning book-entry securities system.

4 § Board of Directors

The company shall have a Board of Directors comprising at least five (5) and at most eight (8) members.

The term of office of members of the Board of Directors shall expire at the end of the first Annual General Meeting following election.

The Board of Directors shall appoint a chairman from among its members and convene at the request of the chairman as often as the company's business so requires.

The Board of Directors shall be quorate when more than half its members are present.

Matters shall be resolved by majority vote. In the event of even votes, the opinion of the chairman shall prevail.

5 §  Managing Director

The company shall have a managing director appointed by the Board of Directors. The managing director shall be responsible for the everyday management of the company in accordance with the instructions and provisions issued by the Board of Directors. 

6 §  Signing for the company

The company's name shall be signed severally except by the Board of Directors, also jointly by any two members of the Board of Directors, or the Managing Director jointly with one member of the Board of Directors. Furthermore, the Board of directors can authorise a named person to sign for the company jointly with another authorised person or with a member of the Board of Directors, or with the Managing Director.

7 § Auditor

The company shall have one (1) auditor, which shall be a public accounting firm (KHT) authorised by the Central Chamber of Commerce.

The auditor's term of office shall expire at the end of the first Annual General Meeting following election.

8 § Financial year

The company's financial year shall be the calendar year.

9 § Notice to convene the meeting

The General Meeting shall be held in the company’s domicile, Iisalmi or Kajaani.

Notice of the General Meeting shall be delivered to shareholders by publishing it as a stock exchange release and on the company’s website and, if the Board of Directors so decides, in one newspaper of large circulation decided upon by the Board of Directors at the earliest three (3) months and at the latest twenty-one (21) days before the General Meeting.

To be eligible to participate in the General Meeting, shareholders must notify the company of their intention to attend no later than on the day mentioned in the notice of General Meeting, which may be no earlier than ten (10) days before the meeting.

10 § Annual General meeting

 The Annual General Meeting shall be held each year on a date specified by the Board of Directors latest in six (6) months after finishing the financial year.

At the Annual General Meeting shall be:

presented
1. the accounts, including the profit and loss account, the balance sheet, the consolidated profit and loss account, the consolidated balance sheet and the report by the Board of Directors,
2. the auditor's report,

decided
3. the adoption of the profit and loss account, the balance sheet, the consolidated profit and loss account and the consolidated balance sheet,
4. the actions warranted by the profit or loss shown in the adopted balance sheet,
5. the discharge of liability of members of the Board of Directors and the managing director,
6. the number of Board members,
7. the emoluments for members of the Board of Directors and the principles of compensation for travel expenses,
8. the fees for the auditor,

selected
9. members of the Board of Directors and
10. the auditor