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The Company's Articles of Association


1 § THE NAME OF THE COMPANY

The name of the Company is Medicortex Finland Oyj. The parallel company name in Swedish is Medicortex Finland Abp and in English Medicortex Finland Plc.


2 § DOMICILE OF THE COMPANY

The company is domiciled in Turku, Finland.


3 § FIELD OF BUSINESS

The Company’s field of business is the manufacturing, developing, packing, storaging, distributing, and selling of pharmaceuticals and diagnostic equipment.


4 § BOARD OF DIRECTORS

The Company has a Board of Directors, consisting of at least three and not more than five ordinary members. The term of the members of the Board of Directors shall expire at the closing of the Annual General Meeting following the election. The Board of Directors elects a chairman among its members.


5 § MANAGING DIRECTOR

The Company has a Managing Director who is appointed by the Board of Directors.


6 § REPRESENTATION OF THE COMPANY

The Board of Directors represents the Company. The Company is also represented by the Chairman of the Board of Directors and the Chief Executive Officer each alone or two Board Members acting jointly. Moreover, the Board of Directors may grant to a designated person procuration or right to represent the Company.


7 § AUDITOR

The Company shall have an auditor that is an auditing firm approved by the Finnish Patent and Registration Office. The term of office of the auditor shall expire at the closing of the Annual General Meeting following the election.


8 § FINANCIAL YEAR

The financial year of the Company is a calendar year.



9 § BOOK-ENTRY SYSTEM

The shares of the Company belong to the book-entry securities system after the expiry of the registration period decided by the Board of Directors.


10 § NOTICE OF THE GENERAL MEETING

A notice convening the General Meeting shall be delivered to the shareholders no earlier than three (3) months and no later than nine (9) days before the record date of the General Meeting. The notice shall be delivered to the shareholders by means of a notice published on the Company’s website. In order to be entitled to use their right to speak and right to vote at the General Meeting, a shareholder must notify the Company of its attendance as indicated in the notice and by the date specified in the notice, which may not be earlier than ten (10) days prior to the General Meeting.


11 § ANNUAL GENERAL MEETING

The Annual General Meeting must be held annually on a date decided by the Board of Directors within six months from the end of the financial year. At the Annual General Meeting the following shall be

  • presented:
    1. the financial statement;
    2. the auditor’s report;

  • decided:
    3. the adoption of the financial statement;
    4. the measures to which the profit or loss shown in the adopted balance sheet gives cause for;
    5. the discharge from liability of the members of the Board of Directors and the Managing Director;
    6. the number of the ordinary members of the Board of Directors;
    7. the remuneration of the members of the Board of Directors and the auditor;

  • elected:
    8. the members of the Board of Directors;
    9. the auditor;

  • and discussed:
    10. other matters possibly included in the notice of the Annual General Meeting.