Articles of Association

Elenia Lämpö Oy

1 § The trade name of the company is Elenia Lämpö Oy, and its domicile is Hämeenlinna.

2 § The company’s line of business is to engage in the production, procurement and distribution of heat, the distribution of natural gas and other related activities, either directly or via subsidiaries or associated companies. The company may own  and control immovable  assets and shares and other securities.

3 § The minimum share capital of the company is fifty thousand (50,000) euros, and the maximum share capital is two hundred thousand (200,000) euros.  These limits may be raised or lowered without amending the Articles of Association.

4 § Removed

5 § Removed

6 § The Board of Directors of the company shall comprise a minimum of three (3) and a maximum of nine (9) ordinary members. The Board elects from among its members a Chairman.

The Board is appointed by the general meeting for a term which shall end at the closing of the next Annual General Meeting following its election.

7 § The Managing Director may sign on behalf of the company alone. Alternatively, two members of the Board may sign on behalf of the company jointly, or two people appointed separately by the Board may sign jointly.

8 § The company shall have one regular auditor.

The auditor’s term expires at the closing of the next Annual General Meeting following the auditor’s election.

9 § The company’s accounting period is a calendar year.

10 § Notice of the meeting must be delivered to shareholders not earlier than four (4) weeks before the meeting and no later than one (1) week before the meeting, in a verifiable way and in writing.

11 § The Annual General Meeting must be held annually on the day specified by the Board, before the end of April. In the meeting:

The following must be presented:
1. the financial statements, comprising the income statement, the balance sheet and the directors’ report
2. the auditor’s report

The following must be resolved upon:
3. approval of the income statement and balance sheet
4. granting of discharge from liability to the members of the Board of Directors and to the Managing Director
5. measures called for due to the profit or loss reported in the approved balance sheet
6. the number of members of the Board of Directors
7. the remuneration of the auditor and the members of the Board of Directors

The following must be elected:
8. the members of the Board of Directors
9. the auditor, and

The following must be discussed:
10. the other matters specified in the notice of the meeting.