Last edited: 15.2.2018

Articles of Association

Articles of Association of Robit Plc

1 § The Company’s business name is Robit Plc. The Company is domiciled in Lempäälä.

2 § The Company’s line of business is primarily to import, export, manufacture and market machinery and equipment for the mining industry as well as import, export, wholesale and retail of products for production, consumption and placement, which are connected to the metal and electric industry. In addition, the Company’s line of business includes the holding of shares in other Limited Liability Companies as well as other securities and property and trading in securities and property.

3 § The Company has a Board of Directors which is composed of between 3 and 6 ordinary members. The term of office of the members of the Board of Directors ends at the closing of the next Annual General Meeting.

4 § The Company shall have a Chief Executive Officer chosen by the Board of Directors.

5 § The Company has one auditor which is elected by the General Meeting. Duties of the auditor are to audit the Management and the Accounts of the Company. The auditor shall be a public accounting corporation approved by the Central Chamber of Commerce of Finland. The Auditor’s term of office ends at earliest at the closing of the next Annual General Meeting.

6 § The Company’s accounting period is between the 1st January and the 31st December.

7 § The Company is represented by the Chairman of the Board of Directors and the Chief Executive Officer, each alone, and two members of the Board of Directors together or a Board member with another person authorized by the Board to represent the company. The Board of Directors may authorize other persons specified by name to represent the Company two together, or together with a member of the Board of Directors. The Board of Directors decides upon giving proxy.

8 § Notice to a General Meeting shall be published in the Company’s homepage not earlier than three months and not later than 21 days prior to the meeting. The notice shall, however, be announced at least nine (9) days prior to the record date for the shareholders’ meeting as referred to in the Companies Act.

In order to be allowed to speak and vote at the General Meeting, a shareholder must register at the Company as indicated in the notice of the meeting. The period of registration shall not expire earlier than ten (10) days before the meeting.

In addition to the domicile of the Company, General Meetings may be held in Tampere or Helsinki.

9 § The Annual General Meeting is held yearly, on a date decided by the Board of Directors, within six (6) months from the closing date of the accounting period.

The General Meeting shall:

Present:

  1. The Company’s Financial Statements, including the profit and loss account and the balance sheet;
  2. The auditing report;

Decide on:

  1. The adoption of the profit and loss account and the balance sheet;
  2. Measures called for by the profit or loss shown in the adopted balance sheet;
  3. Releasing the Board of Directors and the CEO from responsibility;
  4. The number of members of the Board of Directors and their fees;
  5. The auditors’ fees;

Elect:

  1. The members of the Board of Directors;
  2. The auditor.

10 § The shares of the Company are recorded into the book-entry system after the registration deadline decided by the Board of Directors.