Articles of Association

Articles of Association

1 § Trade name and domicile

The company’s trade name is Lemonsoft Oyj, and its registered office is in Vaasa.

2 § Field of operation

The company’s field of operation is the design, development, sale and marketing of software as well as the provision of related support and maintenance services. The company can also produce, provide, develop, deliver, market and sell software development, consulting, training, office and administrative services as well as engage in the sale of information technology equipment. The company can own real estate and securities for the purposes of its operations. The company can engage in these operations either directly or through its subsidiaries or affiliates and joint ventures.

3 § Board of directors

The company’s board of directors consists of three to eight members.

The term of office of the members of the board of directors expires at the end of the next annual general meeting of shareholders following their election.

4 § Managing director

The company has a managing director, whose appointment and dismissal is decided by the company’s board of directors.

5 § Representation of the company

The company is represented by the chairman of the board of directors and the managing director, each individually, by any two members of the board of directors jointly, and by the person(s) to whom the board of directors has granted the right to represent the company.

The board of directors may also authorise one or more persons to represent the company by virtue of procuration rights.

6 § Place of the general meeting

The general meeting must be held in a place determined by the board of directors. In addition to the company’s registered office, the general meeting can be held in Helsinki, Espoo or Vantaa.

7 § Notice convening the general meeting

The notice to convene a general meeting of shareholders must be delivered by publishing it on the company’s website no earlier than three (3) months and no later than three (3) weeks before the general meeting, provided that the date of the publication must be at least nine (9) days before the record date of the general meeting.

8 § Registration for the general meeting

In order to attend a general meeting of shareholders, a shareholder must notify the company thereof by registering for the meeting no later than the date and time set by the board of directors and stated in the notice convening the meeting, which may be no earlier than ten (10) days prior to the meeting.

9 § Annual general meeting

The annual general meeting must be held each year on a date determined by the board of directors within a period of six (6) months from the end of the financial period.

In the annual general meeting, the following shall be

presented:
(i) financial statements, including the report of the board of directors;
(ii) the auditor’s report,
decided:
(iii) adoption of the financial statements;
(iv) use of profits shown on the balance sheet;
(v) granting discharge to the members of the board of directors and the managing director;
(vi) the number and remuneration of the members of the board of directors and the principles for remuneration of travelling costs;
(vii) the auditor’s fee;
elected:
(viii) the members of the board of directors;
(ix) the auditor and
attended to:
(x) any other matters referred to in the notice of the meeting.

10 § Auditor

The company shall have one primary auditor, which shall be an auditing firm pursuant to the Auditing Act whose responsible auditor is an authorised public accountant (KHT). The term of the auditor expires at the end of the next annual general meeting of shareholders following the election.

11 § Book-entry system

The shares of the company are incorporated in the book-entry system of securities after the registration period has ended.