Governance Articles of Association

FOR INVESTORS

Comptel is an international software company specialising in telecommunications. We develop, sell and deliver software products and related services which enhance the business of telecom operators.

Articles of Association

Article 1

The Company's trade name is Comptel Oyj, in English Comptel Corporation. The domicile of the Company is Helsinki.

Article 2

The Company's line of business is to offer information technology services and products, development of information systems, purchase, sell and service of information technology equipment, offer training and consulting related to the field and engage in other comparable activities. The company may own and control shares interests and other securities as well as real estate.

Article 3

The Company has a Board of Directors, which consists of no less than three (3) and no more than six (6) ordinary members.

The term of office for members of the Board of Directors expires at the end of the Annual General Meeting of Shareholders following their election.

Article 4

The Board of Directors shall elect a Chairman and a Deputy Chairman among its members. The meeting of the Board of Directors shall be convened by the Chairman as often as the interests of the Company require it. The Board of Directors shall constitute a quorum when more than half of its members are present.

Article 5

The Chairman of the Board of Directors and the Managing Director, each alone, and the members of the Board of Directors, two together, shall have the right to represent the Company.

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

Article 6

The Company has one (1) regular auditor, which shall be an audit firm authorized by the Central Chamber of Commerce.

The term of office of the auditor shall be one calendar year. The duties of the auditor shall end at the close of the next Annual General Meeting following its election.

Article 7

The financial year of the Company ends on 31 December. Financial Statements including the pertinent documents and the report of the Board of Directors shall be delivered to the auditors at least one (1) month before the Annual General Meeting of Shareholders; the auditors shall give their report and a written auditor's report no later than two (2) weeks before the Annual General Meeting of Shareholders.

Article 8

The notice convening the General Meeting of Shareholders shall be delivered to the shareholders no later than 21 days prior the General Meeting of Shareholders, and in any event at least 9 days prior to the record date for the meeting, by publishing it in at least two newspapers, determined by the Board of Directors, or by publishing it in the internet pages of the Company, or by sending the notice by post to the shareholders to their addresses registered in the Company's register of shareholders.

To be entitled to attend the General Meeting of Shareholders, 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 days prior to the meeting.

Article 9

The Annual General Meeting of Shareholders shall be held each year before the end of June on a date decided by the Board of Directors.

At the Annual General Meeting of Shareholders the following shall be

Presented:

1) the financial statements which include consolidated financial statements, and the report of the Board of Directors; and

2) the Auditor's Report;

Decided:

3) the adoption of the financial statements, which also includes adoption of the consolidated financial statements;

4) the application of the profit shown in the balance sheet;

5) the discharge from liability of the members of the Board of Directors and the Managing Director;

6) the number of members of the Board of Directors; and

7) the remuneration to be paid to the members of the Board of Directors, and the auditors; as well as

Elected:

8) the members of the Board of Directors; and

9) the auditor.

Article 10

The Company's shares belong to the book-entry system after the registration date determined by the Board of Directors or the General Meeting of Shareholders of the Company.  

 

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