Articles of Association

Article 1 Company name and registered office

The name of the Company is VTI Technologies Oy, and its registered office is in Vantaa.

Article 2 Line of business

The line of business of the Company is the development, design, manufacture, and marketing of technical appliances and equipment. The company trades in securities and engages in investment activities. The Company may own real estate and holdings in other companies and corporations engaging in economic activities.

Article 3 Share capital and nominal share value

The minimum share capital of the Company is five-hundred thousand (EUR500,000.00) euro and the maximum share capital ten million three-hundred and twenty thousand euro (EUR10,320,000.00).

The nominal value of each share is one euro (EUR1).

Article 4 Classes of shares

The Company may have six (6) classes of shares: A-series, B-series, C-series, D-series, E-series and F-series.

There may be in total a maximum of ten million (10,000,000) A shares, ten million (10,000,000) B shares, ten million (10,000,000) C shares, ten million (10,000,000) D shares, ten million (10,000,000) E shares and ten million (10,000,000) F shares. There shall always be a minimum of five-hundred thou-sand (500,000) shares.

In relation to B, D and F shares, A, C and E shares have a preferential right to dividends at the following terms:

1) the maximum amount of preferential dividend for each financial year is ten (10) per cent of the subscription price of A, C and E shares. If, and to the extent that dividend is not paid to A, C or E shares for a financial period, the right to preferential dividend for such a financial period shall be carried forward to the following financial periods; and

2) in addition to the right referred to above under point 1, A, C and E shares shall not have a right to other dividend distributed by the Company.
Upon winding up the Company, any distributable assets of the Company shall be divided between shareholders as follows:

A) Firstly, the issue prices of A, B, C, D, E and F shares are paid. In the event that the issue prices can-not be paid up in full, the distributable assets are distributed among A, B, C, D, E and F shares in pro-portion to their issue prices;

B) if, after payments made in accordance with point A above, distributable assets remain, dividend accummulated pursuant to point 1) shall be paid to A, C and E shares; and

C) if, after payments made in accordance with point B above, distributable assets remain, the remaining assets shall be distributed among B, D and F shares.

In voting at general meetings, each A, C and E share carries one (1) vote, and each B, D and F share carries ten (10) votes.

Article 5 Board of Directors

A Board of Directors comprising no less than three (3) and no more than six (6) ordinary members and no more than six (6) deputy members shall be responsible for the management of the Company and the appropriate organization of its operation.

The Board of Directors may, without assembling for a meeting, make written decisions, if all Board Members agree with the decision and confirm their agreement with their signatures.

Article 6 Managing Director

The Board of Directors of the Company shall appoint a Managing Director.

Article 7 Signing the Company Name

The company name is signed by the Managing Director and the Chairperson of the Board of Directors, each singly, or by two members of the Board of Directors, jointly.

Article 8 Procurations

The Board of Directors shall decide on the granting of procuration.

Article 9 Financial year

The Company's financial year is the calendar year.

Article 10 Auditors

The Company has at least one (1) and not more than two (2) auditors. If only one auditor is appointed, a deputy must be appointed for him/her. If the auditor is authorized by the Central Chamber of Commerce, no deputy is necessary.

The auditor(s) are elected until further notice.

Article 11 Invitation to Shareholders' Meeting

Invitation to a Shareholders' Meeting is sent to the shareholders either by registered mail, by email or by fax to their address, email address or fax number as recorded in the shareholder register not earlier than four (4) weeks and not later than eight (8) days prior to the meeting.

Article 12 Annual General Meeting

The Annual General Meeting is held yearly by the end of June on a date specified by the Board of Directors.

At the meeting, the following shall be presented:
1) financial statements, comprising the income statement, balance sheet and Board of Directors' report,
2) auditors' report.

The following shall be decided:
3) approval of the income statement and balance sheet,
4) measures to which the profit or loss shown in the approved balance sheet give rise,
5) discharge from liability of the members of the Board of Directors and the Managing Director,
6) remuneration of the members of the Board of Directors and auditors, and compensation for travel expenses,
7) number of members on the Board of Directors.
The following shall be elected:
8) members of the Board of Directors,
9) auditor(s).