Articles of Association of Lehto Group Plc

Company Name

The name of the company is Lehto Group Oyj, in Swedish Lehto Group Abp and in English Lehto Group Plc.

Domicile

The company is domiciled in Kempele, Finland.

Sector

The company is involved in construction contracting, construction work, construction consulting, property development, property management, property investment, manufacturing of construction materials and prefabricated building elements and operations related to these. The company may carry out its business through its operative Group companies. As the Group’s parent company, Lehto Group Plc may be in charge of Group organisation, financing, purchases and other such administrative tasks.

Board of Directors

The Board of Directors consists of three to eight members. The Board of Directors’ term of office expires at the end of the next Annual General Meeting following their election.

Signing for the Company

The company may be signed for by the Board of Directors as well as the Chairman of the Board and the Managing Director, each alone, and the members of the Board of Directors, two together. The Board of Directors may grant a named person the power of procuration or the right to represent the company. The holder of procuration and the authorised representative shall represent the company together with a holder of procuration, an authorised representative, a member of the Board of Directors or the Managing Director.

Auditor

An audit firm certified by the Finland Chamber of Commerce shall be elected as the company’s auditor. The auditor’s term of office shall expire at the end of the next Annual General Meeting following its election.

Notice of a Shareholders’ Meeting

A written notice of a shareholders’ meeting shall be given to shareholders no earlier than three months and no later than three weeks prior to the shareholders’ meeting, however, no later than nine days prior to the record date of the shareholders’ meeting. A notice of a shareholders’ meeting shall be given by publishing it on the company’s website or in some other verifiable written form.

Venue of a Shareholders’ Meeting

A shareholder’s meeting shall be held, as determined by the Board of Directors, in the company’s domicile, Kempele, or in Helsinki, Vantaa or Oulu.

Annual General Meeting

The Annual General Meeting shall be held annually, within six months from the termination of the financial year.

At the meeting, the following shall be:

presented

  1. the financial statements including consolidated financial statements and a report by the Board of Directors;
  2. the auditors’ report;

decided

  1. the adoption of the financial statements;
  2. the use of the profit shown on the balance sheet;
  3. discharging Board members and the Managing Director from liability;
  4. the fees of the Board members and auditors;
  5. the number of members on the Board of Directors;

elected

  1. the Chairman, Deputy Chairman and members of the Board of Directors;
  2. the auditor.

Should a vote be required in the Annual General Meeting, the method of voting shall be decided by the chairman of the Meeting.

Book-Entry System

The company’s shares shall be included in the book-entry system after the expiry of the registration period.