INVESTORS

Articles of Association

Sensofusion’s Articles of Association

The Articles of Association described herein shall be in force as of the listing of the company.

1 § Trade name of the company

The trade name of the company is Sensofusion Oyj and in English Sensofusion Plc, in Swedish Sensofusion Abp and in German Sensofusion AG.

2 § Registered office of the company

The company’s registered office is in Tuusula.

3 § Field of business of the company

The company’s field of business is the design, manufacture, sale, import and export of defence, security, aviation and space technology and related hardware and software, hardware and software consulting, data processing and hardware operation and management services, other hardware and information technology service activities, as well as research and publishing activities. For the purposes of its business, the company may own, purchase and sell securities and real estate.

4 § Representation of the company

The company is represented not only by the Board of Directors but by two members of the Board of Directors acting jointly, and by the Chief Executive Officer acting alone. The Board of Directors may, in addition, grant a named person a procuration or the right to represent the company.

5 § Shares

The company has one share class. All of the company's shares carry equal rights.

6 § Board of Directors

The company has a Board of Directors comprising a minimum of three (3) and a maximum of seven (7) ordinary members. The term of office of a member of the Board of Directors ends at the close of the next Annual General Meeting following the election. The General Meeting elects the Chair of the Board of Directors.

7 § Chief Executive Officer

The company may have a Chief Executive Officer, who is appointed by the Board of Directors.

8 § Auditor

The company has one (1) auditor that shall be an auditing firm approved by the Finnish Patent and Registration Office. The term of office of the auditor ends at the close of the next Annual General Meeting following the election.

9 § Financial period

The financial period of the company is the calendar year.

10 § Notice of the General Meeting

The notice of 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 General 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.

To be entitled to attend the General Meeting, a shareholder must register with the company no later than on the date specified in the notice of the General Meeting, which date may not be earlier than ten (10) days prior to the General Meeting.

11 § Place of the General Meeting and method of participation

In addition to the company’s registered office, the General Meeting of the company may be held in Vantaa or Helsinki.

The General Meeting may be held as a remote meeting without a meeting venue so that all persons participating in the General Meeting participate in the meeting through a real-time data communications connection and technical means. A shareholder attending a remote meeting may exercise all their rights at the remote meeting in a manner equivalent to participation at the place of the meeting.

12 § Annual General Meeting

The Annual General Meeting shall be held annually within six months of the expiration of the financial period on a date designated by the Board of Directors.

At the General Meeting the following shall be presented:

  • the financial statements, including the consolidated financial statements,
  • the annual report, and
  • the auditor’s report.

decided

  • the adoption of the financial statements and the consolidated financial statements,
  • the use of the profit shown on the balance sheet,
  • the discharge from liability of the members of the Board of Directors and the Chief Executive Officer,
  • the remuneration of the members of the Board of Directors and of the auditor, and
  • the number of members of the Board of Directors.

elected

  • the members of the Board of Directors and the Chair of the Board of Directors, and
  • the auditor.

After which, any other matters possibly contained in the notice of the General Meeting shall be handled.

13 § Book-entry system

The company’s shares are incorporated in the book-entry system after the registration period.