Articles of Association

Trade name

The trade name of the company is Asiakastieto Group Oyj. The trade name in English is Asiakastieto Group Plc.

Domicile

The domicile of the company is Helsinki.

Line of business of the company

The company’s line of business is to practice credit information operations, to collect, maintain, analyse, publish and distribute information that serves business life and consumers and to provide services related to risk management, decision-making, sales and marketing. In addition, the company practices consulting, education and publishing activities related to its business, selling and leasing of equipment related to its business and designing, selling and leasing of IT software. The company may operate either directly or through subsidiaries. The company may also as a parent company take care of the group companies’ common tasks such as administrative services and financing, and own real estate, stocks and shares.

Shares

The Company has one series of shares of which each constitutes one voting right in the General Meeting. The shares of the company are incorporated in the book-entry securities system after the registration period has ended.

Board of Directors

The company shall have a Board of Directors, which consists of a minimum of four (4) and a maximum of eight (8) ordinary members.

The term of the Board member shall begin from the General Meeting where he or she has been elected and last until the closing of the following Annual General Meeting.

The Board of Directors shall elect a Chairperson and, if it finds it warranted, a Vice-Chairperson from among its members for one term at a time.

Managing Director

The company has a Managing Director (CEO) appointed by the Board of Directors.

Right to sign for the company

In addition to the Board of Directors, the Chairperson and Managing Director each alone and two other members of the Board of Directors together are authorized to sign for the company. The Board of Directors can authorize other named people to sign for the company, so that they sign for the company two together or each alone together with a member of the Board of Directors.

The Board of Directors can grant rights of procuration, so that the holders of procuration sign for the company two together or each alone together with a member of the Board of Directors or with a person who, pursuant to these articles of associations has been granted the right to sign for the company.

Auditor

The company has one auditor that shall be a company of public accountants approved by the Central Chamber of Commerce of Finland.

The term of the auditor ends upon the closing of the Annual General Meeting, which follows the auditor’s election.

Accounting period

The accounting period of the company is the calendar year.

Notice to convene General Meeting

The notice to convene a General Meeting shall be published on the company’s website no more than three months before the record date pursuant to chapter 4 section 2 (2) of Limited Liability Companies Act (eight working days before the General Meeting) and at the latest three weeks before the General Meeting, however, always at least nine days before the said record date.

General Meeting

The General Meetings of the company are held in Helsinki.

The Annual General Meeting shall be held within six months of the end of the accounting period.

Registration to General Meeting

In order to be permitted to participate in a General Meeting, a shareholder shall no later than the date designated in the summons to the Meeting, which date may be no earlier than ten (10) days before the Meeting, notify to the company.

Annual General Meeting

At the Annual General Meeting the following shall be presented

  1. the financial statements and consolidated financial statements, and
  2. the Auditor’s Report;

shall be decided upon

  1. adoption of financial statements, which encompasses the adoption of the consolidated financial statements,
  2. the use of the profit shown on the balance sheet,
  3. discharge of the members of the Board of Directors and the Managing Director from liability,
  4. the number of members of the Board of Directors, and
  5. the remuneration of the members of the Board of Directors and the auditor; as well as

shall be elected

  1. the members of the Board of Directors and
  2. the auditor.