Stonesoft Corporation Articles of Assocation
1. Name and domicile of the company
The name of the company is Stonesoft Oyj and its domicile is Helsinki. The company’s parallel name in English is Stonesoft Corporation.
2. Scope of the company's business activities
The scope of the company's business activities is the products and services related to information technology, network security and network communication.
3. Book-entry Securities System
The company's shares are incorporated in the book-entry securities system.
4. Board of Directors
The company's Board of Directors shall consist of a minimum of three (3) and a maximum of seven (7) ordinary members. The term of a Board member shall begin at the end of the General Meeting that elected the Board member and expire at the end of the next Annual General meeting.
The Board of Directors shall elect its Chairman and Vice Chairman from among its members.
5. Chief Executive Officer (CEO)
The company shall have a Chief Executive Officer, who shall be appointed and dismissed by the Board of Directors.
6. Right of representation
The right to represent the company shall be vested to members of the Board of Directors to represent the company two of them jointly and to the Chief Executive Officer and the Chairman of the Board of Directors to represent the company alone. In addition the Board of Directors may authorize other specifically named persons to represent the company two of them jointly or any one of them together with a member of the Board of Directors.
7. Auditors
The company shall have one ordinary auditor, which shall be an audit firm certified by the Central Chamber of Commerce. The auditor’s term shall begin at the end of the General Meeting that elected the Auditor and expire at the end of the next Annual General meeting.
8. Notice of a General Meeting
Notice of a General Meeting must be issued on the company’s website not earlier than three (3) calendar months and not later than three (3) weeks before the General Meeting, but in any case at least nine (9) days before the record date of the General Meeting. The Board of Directors can, within in its discretion, also publish the notice in one selected newspaper.
In order to attend a General Meeting a shareholder must notify the company by the date stated in the notice of the Meeting, which may not be more than ten days prior to the Meeting.
9. Annual General Meeting
The Annual General Meeting shall be held each year by the end of June in Helsinki. At the meeting, the shareholders shall
be presented with:
1. the financial statement, the Board of Directors’ report and the auditor’s report,
take resolutions on:
2.adoption of the financial statement,
3. disposal of profit shown on the balance sheet,
4. discharging the members of the Board of Directors and the Chief Executive Officer from
liability,
5. the number of members in the Board of Directors,
6. the remuneration payable to the members of Board of Directors and the auditor,
elect:
7. the members of the Board of Directors,
8. an auditor,
handle:
9. any other matters specifically mentioned in the notice of the Meeting.
10. Financial period
The Company’s financial period shall be a calendar year.