Articles of association

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HARVIA PLC

ARTICLES OF ASSOCIATION

1 § THE NAME OF THE COMPANY

The name of the Company is Harvia Oyj and in English, Harvia Plc.

2 § DOMICILE OF THE COMPANY

The domicile of the Company is Muurame.

3 § FIELD OF BUSINESS

The Company’s field of business is group administration and holding company functions. The Company may own, manage and lease financial instruments and real estates.

4 § CEO

The Company has a CEO who is appointed by the Board of Directors.

5 § BOARD OF DIRECTORS

The Company has a Board of Directors, consisting of at least three and not more than six ordinary members. The Board of Directors elects a Chairperson among its members for its term. The term of the members of the Board of Directors shall expire at the closing of the Annual General Meeting following the election.

6 § REPRESENTATION OF THE COMPANY

The Chairperson of the Board of Directors and the CEO may represent the Company each alone, and the members of the Board of Directors jointly two together. In addition, the Board of Directors may grant the right to represent the Company to persons it designates.

7 § BOOK-ENTRY SYSTEM

The shares of the Company belong to the book-entry securities system after the expiry of the registration period decided by the Board of Directors.

8 § AUDITOR

The Company shall have an auditor that is an auditing firm approved by the Finnish Patent and Registration Office.

The term of office of the auditor shall expire at the closing of the Annual General Meeting following the election.

9 § ANNUAL GENERAL MEETING

The Annual General Meeting shall be held annually on a date decided by the Board of Directors within six (6) months from the end of the financial year.

At the Annual General Meeting the following shall be

presented:

  1. the financial statements, which include the consolidated financial statements, and the annual report;
  2. the auditor’s report; and

decided:

  1. the adoption of the financial statements, which in the parent company also includes the adoption of the consolidated financial statements;
  2. the use of the profit shown on the balance sheet;
  3. the discharge from liability of the members of the Board of Directors and the CEO;
  4. the remuneration of the members of the Board of Directors and the auditor;
  5. the number of the members of the Board of Directors;

elected:

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

and discussed:

  1. other matters possibly included in the notice of the Annual General Meeting.

10 § NOTICE TO GENERAL MEETING

The notice convening the General Meeting shall be delivered to the shareholders no earlier than three (3) months and no later than three (3) weeks prior to the Meeting, however, no later than nine (9) days before the record date of the General Meeting.

The notice shall be delivered to the shareholders by means of a notice published on the Company’s website or in at least one national daily newspaper designated by the Board of Directors.

In order to be entitled to attend and use their right to speak at the General Meeting, a shareholder must notify the Company of its attendance by the date specified in the notice convening the Meeting, which date may not be earlier than ten (10) days prior to the Meeting.

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