Articles of Association

ARTICLES OF ASSOCIATION OF DELETE GROUP OYJ (unofficial translation)

Article 1 The name of the company is Delete Group Oyj and its domicile is Helsinki.

Article 2 The company engages in all legal economic activities.

Article 3 The company can have two types of shares: P and C shares. The P and C shares differ in the manner set out in Articles 4 and 5.

Article 4 The company’s funds may be distributed to P and C shareholders only in accordance with the provisions of these Articles of Association and the Finnish Limited Liability Companies Act. The following provisions apply to all forms of distribution of funds in accordance with the Finnish Limited Liability Companies Act: distribution of profits (dividends), distribution of funds from unrestricted equity, reduction of share capital, distribution of funds and assets of the company due to the company’s liquidation or removal from the Trade Register. When distributing the company’s funds, the distribution shall take place as follows:

I. First, before any funds are allocated to holders of C shares, holders of P shares have the right to receive, for each P share, the amount corresponding to the par value of each P share as follows (“Par value”):

A. When no funds have been previously allocated to the holders of P shares, the Par value is determined according to the following formula:

The formula with its definitions is presented in a separate attachment available at the Finnish Patent and Registration Office.

B. When funds have been previously allocated to the holders of P shares, the Par value is determined according to the following formula:

The formula with its definitions is presented in a separate attachment available at the Finnish Patent and Registration Office.

For the sake of clarity, it is stated that all P shares have the same Par value, determined in the way described above, regardless of whether they were issued before, after or on 30 August 2013.

II. Second, after the holders of P shares have been allocated an amount per share that corresponds to the full Par value of each P share as defined in paragraph I above, any and all distribution of funds in excess of this shall be distributed to holders of C shares in proportion to their respective holdings of C shares (pro rata).

Article 5 If the Par value of the P shares, as defined in Article 4, reaches zero, the company has the right to redeem the P shares free of charge in accordance with Chapter 15, Section 10 of the Finnish Limited Liability Companies Act. If the company decides to redeem the P shares, all issued P shares will be redeemed. The company must present a redemption claim in writing to holders of P shares in the same manner as is provided for notification to the General Meeting of Shareholders. When such a redemption claim is presented, each P share certificate issued shall be submitted to the company without delay. Immediately after the redemption of the P shares in the manner described above, the company shall cancel the redeemed P shares in accordance with Chapter 15, Section 12 of the Finnish Limited Liability Companies Act.

Article 6 The company’s Board of Directors comprises three to seven (3–7) members. A chairperson must be elected for the Board.

Members of the Board are elected by the General Meeting of Shareholders. The members are elected for an indefinite term.

Article 7 The company can have a managing director. The Board of Directors decides on the appointment and dismissal of the managing director.

Article 8 The company is represented by the chairperson and a member of the Board, each separately, and by a person or persons authorised by the Board.

The Board of Directors may authorise one or more persons to represent the company by virtue of procuration.

Article 9 Shareholders use their decision-making power in the company’s affairs at the General Meeting of Shareholders.

The General Meeting of Shareholders is held once a year, within six (6) months of the end of the previous financial year. Extraordinary general meetings are convened when considered necessary by the Board of Directors or when required by the law.

The Board of Directors convenes the General Meeting of Shareholders and decides on the date and venue of the meeting.

The invitation to the General Meeting of Shareholders must be sent to each shareholder registered in the company’s share and shareholder registers at the address entered in the registers, either by post or otherwise in writing at the earliest one (1) month and no later than one (1) week prior to the General Meeting of Shareholders.

Article 10 At the General Meeting of Shareholders, the following must be presented:

  1. financials statements including the consolidated financial statements, and the Board of Directors’ report;
  2. auditors’ report;
    decided:
  3. approval of the financial statements, including the approval of the consolidated financial statements;
  4. use of the profit shown on the balance sheet;
  5. discharge from liability of the members of the Board of Directors and the managing director;
  6. remuneration of the members of the Board of Directors and the auditor, if necessary; and
  7. if necessary, the number of the members of the Board of Directors and auditors;
    elected:
  8. members of the Board of Directors, if necessary;
  9. auditor; and
    discussed:
  10. potential other matters mentioned in the invitation to the meeting.

Article 11 Shareholders are not entitled to a minority dividend in accordance with Chapter 13, Section 7 of the Limited Liability Companies Act.

Article 12 Removed.

Article 13 Acquisition of a share of the company by means of transfer requires the consent of the company’s Board of Directors. Application for the consent must be made in writing. The company must notify its decision on the matter in writing to the applicant within two months of the receipt of the application. If no decision is thus reported, consent shall be deemed to have been given.

Article 14 Ax DEL Oy, provided that it is a shareholder of the company and, secondarily, the company itself is entitled to redeem the shares to be transferred to the new owner. In case of Ax DEL Oy’s potential merger, its right will be transferred to a potential receiving company in such a merger. The transferee shall promptly notify the Board of Directors in writing of the transfer of the share. The redemption right applies regardless of the type of acquisition of ownership. The redemption shall be subject to the following terms and conditions:

  1. If Ax DEL Oy does not exercise its right to redeem or if it no longer has this right, the company is entitled to redeem the share transferred to the new owner.
  2. The Board of Directors must notify the transfer of the share to Ax DEL Oy, provided it is a shareholder of the company, within one month of the transfer notification. The notification must be made in the same way as the notice of a General Meeting of Shareholders is given. The notification must include the redemption price and the date on which the redemption request must be made at the latest.
  3. Ax DEL Oy has to present its redemption request to the company in writing within two months of the transfer being notified to the Board of Directors.
  4. The redemption price is the quoted price of the share determined by dividing the company’s share capital by the total number of company shares at the time of the transfer in question. The redemption price shall be paid to the transferee in cash or by a bank-certified cheque within one month of the transfer being notified to the Board of Directors.
  5. The company must decide on the redemption and submit its redemption request to the transferee within two months of the expiration of the shareholders’ redemption request period. Within that same time, the company shall inform the shareholders of whether the company exercises its right to redemption. The notification of shareholders must be made in the same way as the notice of a General Meeting of Shareholders is given.
  6. Disputes concerning the redemption right and redemption price will be settled in arbitration in accordance with the arbitration legislation in force at the time.
  7. This Article shall be affixed to the share certificates, the list of shares and, where applicable, provisional certificates and issue notes.