Corporate governance

Articles of association

The articles of association (unofficial English translation) will enter into force when the Board of Directors of the Company resolves to complete the Offering and the Listing.

1 NAME OF THE COMPANY

The name of the company is Auroora Yhtiöt Oyj in Finnish and Auroora Group Plc in English.

2 DOMICILE OF THE COMPANY

The domicile of the company is Tampere, Finland.

3 LINE OF BUSINESS

The line of business of the company is to directly or through its subsidiaries or affiliate companies, engage in service operations and the design, production, rental, and sale of software, machinery, equipment, supplies, and systems to public sector entities and companies in the trade and industry sector, as well as to consumers, including design and contracting, construction, electrical and automation services, wastewater treatment, and training services, as well as other services.

In addition, the company’s line of business includes the provision of group services and support functions to the company’s subsidiaries and associated companies, as well as owning real estate, shares and holdings, and engaging in securities trading and other investment activities.

4 SHARES

The company’s shares belong to a book-entry securities system.

5 BOARD OF DIRECTORS

The administration of the company and the proper organization of its operations are the responsibility of the Board of Directors, which consists of minimum of three (3) and a maximum of seven (7) members. The term of office of a member of the Board of Directors shall expire at the end of the next annual general meeting following his or her appointment. The Board of Directors shall elect a Chair from among its members.

6 CHIEF EXECUTIVE OFFICER

The company has a Chief Executive Officer appointed by the Board of Directors.

7 REPRESENTATION OF THE COMPANY

The company is represented by the Chair of the Board of Directors and the Chief Executive Officer alone and the members of the Board of Directors two together.

The Board of Directors may also grant the right to represent the company to persons employed by the company or to other persons so that the persons entitled to representation represent the company two together, or each separately together with a member of the Board of Directors.

8 AUDITOR

The auditor of the company is an auditing firm approved by the Finnish Patent and Registration Office. The auditor’s term of office shall expire at the end of the next annual general meeting following their appointment.

9 SUSTAINABILITY REPORTING ASSURANCE PROVIDER

If the company is required to appoint a sustainability reporting assurance provider in accordance with applicable regulations and rules, the company’s sustainability reporting assurance provider shall be an authorized sustainability audit firm approved by the Finnish Patent and Registration Office. The term of office of the sustainability reporting assurance provider shall expire at the end of the next annual general meeting following their appointment.

10 NOTICE TO THE GENERAL MEETING OF SHAREHOLDERS

The notice to the general meeting of shareholders must be delivered to the shareholders by publishing the notice on the company’s website or in one or several widely circulated daily newspapers designated by the Board of Directors no earlier than three (3) months and no later than three (3) weeks before the general meeting of shareholders, but at least nine (9) days before the record date of the general meeting of shareholders referred to in Chapter 5, section 6a of the Finnish Limited Liability Companies Act.

In order to participate in the general meeting of shareholders, a shareholder must register with the company no later than on the date specified in the notice of the meeting, which may be no earlier than ten (10) days prior to the general meeting of shareholders.

The general meeting of shareholders must be held in Tampere. However, the Board of Directors may decide that the general meeting of shareholders shall be held without a meeting venue, in which case the shareholders shall exercise their voting rights during the meeting in full and in real time by means of a data connection and technical aids (remote meeting).

11 ANNUAL GENERAL MEETING OF SHAREHOLDERS

The annual general meeting of shareholders of the company must be held annually within six (6) months from the date on which the accounting period ended.

At the meeting:

the following are presented:

1. the financial statements, including consolidated financial statements, and report of the Board of Directors;
2. the auditor’s report;

the following are resolved upon:

3. the adoption of the financial statements;
4. the use of profit or loss shown in the balance sheet;
5. the discharge of members of the Board of Directors and the Chief Executive Officer from liability;
6. the decision on remuneration policy, if necessary;
7. the approval of the remuneration report;
8. the remuneration of the members of the Board of Directors, the auditor and, if necessary, the sustainability reporting assurance provider;
9. the number of the members of Board of Directors;
   the following are elected:
10. the members of the Board of Directors;
11. the auditor;
12. the sustainability reporting assurance provider if the company must appoint a sustainability reporting assurance provider in accordance with applicable regulations and rules; and

the following are addressed:

10. other matters indicated in the notice to the meeting.

12 ACCOUNTING PERIOD

The accounting period of the company is calendar year.