Articles of Association

Sensofusion’s Articles of Association

The Articles of Association described herein will remain in effect until Sensofusion's listing.

1 §

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

2 §

The company’s registered office is in Tuusula.

3 §

The company's field of business is the design and production of 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 §

The company is represented 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 three classes of shares: the Common class, the A class (Preferred A) and the B class (Preferred B). The shares otherwise carry equal rights, except for the situations mentioned later in this section.

In the following situations:

(a) the company’s liquidation, dissolution or bankruptcy;
(b) the sale of more than fifty percent (50%) of the company's shares or instruments entitling to shares or of the voting rights, to a third party;
(c) the sale to an existing shareholder of the company of all or a material part of the shares and instruments entitling to shares that such shareholder does not already own;
(d) the sale, transfer, licensing or other disposal of all or a material part of the company’s assets; or
(e) a merger, reorganization, consolidation or other transaction or series of transactions as a result of which more than fifty percent (50%) of the company's shares or voting rights, or all or a material portion of the company's assets, are transferred to a third party

((a)–(e), each an "Asset Distribution Event"),
the company's net assets or the consideration received in an Asset Distribution Event shall be distributed to the shareholders as follows:

(a) First, the greater of the following:

(i) the Original Subscription Price paid for each share of the Preferred B class, plus any unpaid dividends resolved for the shares of the Preferred B class; or
(ii) the amount that the owners of the Preferred B class shares would have received had the Preferred B class shares been converted into Common class shares immediately prior to the Distribution Event, shall be paid to the owners of the Preferred B class shares. If the consideration available for distribution in the Asset Distribution Event is not sufficient to pay the full amount under item (a)(i) or (a)(ii) above to the owners of the Preferred B class shares, the consideration shall be distributed among the owners of the Preferred B class shares in proportion to their ownership of such Preferred B class shares;

(b) Second, the greater of the following:

(i) the Original Subscription Price paid for each share of the Preferred A class, plus any unpaid dividends resolved for the shares of the Preferred A class; or
(ii) the amount that the owners of the Preferred A class shares would have received had the Preferred A class shares been converted into Common class shares immediately prior to the Asset Distribution Event, shall be paid to the owners of the Preferred A class shares. If the consideration available for distribution in the Asset Distribution Event is not sufficient to pay the full amount under item (b)(i) or (b)(ii) above to the owners of the Preferred A class shares, the consideration shall be distributed among the owners of the Preferred A class shares in proportion to their ownership of such Preferred A class shares; and
(c) Third, the consideration shall be distributed to the owners of the Common class shares in proportion to their ownership of such shares.

Each share of the Preferred A class and the Preferred B class is convertible into one (1) Common class share at any time, taking into account any share splits or other similar arrangements, as follows: i) Preferred A class shares: conversion may be effected upon notice by each owner of Preferred A class shares, or upon notice by the shareholders who together own more than 50% of the Preferred A and Preferred B class shares; ii) Preferred B class shares: conversion may be effected upon notice by each owner of Preferred B class shares, or upon notice by the shareholders who together own more than 50% of the Preferred A and Preferred B class shares.

The owners of Preferred A class shares and Preferred B class shares shall convert their Preferred A class shares and Preferred B class shares into Common class shares if the company is carrying out a listing offering on any of the following marketplaces: NYSE, London Stock Exchange, Nasdaq Stockholm, Nasdaq Helsinki (including, with respect to Nasdaq Stockholm or Nasdaq Helsinki, also the First North list or another multilateral trading facility (Multilateral Trading Facility), as defined in the MiFID Directive, operated by Nasdaq Stockholm or Nasdaq Helsinki), or any other marketplace approved by the company's Board of Directors, provided that shareholders holding at least two-thirds of the company's shares and votes resolve to proceed with the listing offering. The conversion shall be carried out at a time determined by the Board of Directors, once the above-mentioned resolution has been made. For the avoidance of doubt, the conversion may be carried out even prior to the announcement of the listing offering.

By unanimous resolution of the shareholders, shares may be converted from one class to another.

"Original Subscription Price" means (i) with respect to the Common class shares, the original subscription price paid to the company for the share upon its subscription, or the original purchase price paid by the shareholder to the seller for such Ordinary class share, whichever is applicable, and (ii) with respect to the Preferred A class and Preferred B class shares, the original subscription price paid to the company for the share upon its subscription, or, if such share has been converted into a Preferred A class or Preferred B class share, the original purchase price paid to the seller for such share in connection with its conversion into a Preferred A class or Preferred B class share, including transfer tax (provided, however, that with respect to a Preferred A class share, the original purchase price may not be higher than the original subscription price paid to the company for the Preferred A class share, and with respect to a Preferred B class share, the original purchase price may not be higher than the original subscription price paid to the company for the Preferred B class share), in each case adjusted for any share split, combination or similar arrangement affecting the shares.

6 §

The company’s shareholders and the company itself have the right to redeem a share transferred to a new owner, on the following terms:

(a) The company has the primary right, and the shareholders have the secondary right of redemption. The shareholders may exercise their right of redemption only if the company does not exercise its right of redemption.
(b) The right of redemption applies to all types of transfers.
(c) The redemption price is EUR 0.01. If the transfer is without consideration, no redemption price shall be paid in connection with the redemption.
(d) The Board of Directors must notify the shareholders of the transfer of the share within three (3) weeks of the Board being notified of the transfer of the share. At the same time, the Board of Directors must notify the shareholders whether the company intends to exercise its primary right of redemption. If the share has been transferred for consideration, the notice must include such agreed consideration. The notice must be delivered in the same manner as a notice convening a General Meeting.
(e) A shareholder must submit its redemption demand to the company in writing within six (6) weeks of the Board being notified of the transfer of the share. The company must notify the transferee of the share of the exercise of the right of redemption within seven (7) weeks of the Board being notified of the transfer of the share.
(f) If more than one shareholder wishes to exercise its right of redemption, the shares shall be allocated by the Board of Directors among those wishing to redeem in proportion to the shares they previously owned in the company. If such allocation does not divide evenly, the remaining shares shall be allocated among those wishing to redeem by lot.
(g) The redemption price must be paid to the transferee in cash within fourteen (14) days of the redemption demand being made.
(h) Disputes concerning the right of redemption and the redemption price shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce.

7 §

If a new owner acquires a share of any class of shares on a basis other than a merger or a demerger, the acquisition of the share requires the consent of the company's Board of Directors. Consent must be applied for in writing.

8 § Book-entry system

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