Corporate Governance

Article of associations

Article 1 Business Name

The company's business name is Vincit Oyj.

The company’s parallel business name in English is Vincit Plc.

Article 2 Domicile

The company has its registered office in Tampere.

Article 3 Field of Business

The company’s line of business is the design, production, productization and sales of software, software consultancy, and operating and management services for information technology and hardware.

The company also operates in the leasing, financing and investment businesses and offers consultancy services related to these. The company may also engage in securities trading and investment activities and own, manage, buy, sell and rent properties.

The company may conduct its operations through its subsidiaries.

The company may also provide various administrative services to its subsidiaries.

Article 4 Shares

The company has one share series, V0, all shares of which have equal rights.

Article 5 The Board of Directors

The company has a Board of Directors comprising one to nine ordinary members and at least one deputy member, if fewer than three ordinary members are elected to the Board of Directors.

The term of office of the members and deputy members of the Board of Directors ends at the end of the Annual General Meeting following their election.

Article 6 Representing the Company

The company can be represented by the Board of Directors, the Chairman of the Board and CEO alone, and any two Board members together.

In addition, the Board of Directors can give an appointed person the power of procuration or authorization to represent the company.

Article 7 Auditor

The company has one regular auditor, which must be an audit firm approved by the Finnish Chambers of Commerce.

The term of office of the auditor ends at the end of the Annual General Meeting following the auditor’s appointment.

Article 8 Notice of the Annual General Meeting

The Notice of Annual General Meeting must be published on the company’s website no earlier than three (3) months and no later than three (3) weeks before the Annual General Meeting, and in any case at least nine (9) days before the record date of the Annual General Meeting. Shareholders who wish to attend the Annual General Meeting shall register in advance in the manner specified in the notice and by the date specified in the notice, which may not be less than ten (10) days before the date of the meeting.

Article 9 Shareholders’ Meetings

In addition to the domicile of the Company, Shareholders’ Meetings can also be held in Helsinki. The Board of Directors may also decide that the Annual General Meeting is held without a meeting venue so that the shareholders fully exercise their decision-making powers remotely via telecommunication and a technical aid during the meeting.

The Annual General Meeting must be held annually on the date specified by the Board of Directors, within six months of the closing of the financial period.

The following must be presented at the Annual General Meeting:

• the financial statements comprising the income statement, balance sheet and annual report; and
• the auditor’s report.

The Annual General Meeting shall decide on:

• adopting the financial statements;
• any measures to which the profit or loss in the adopted balance sheet gives cause, and the distribution of dividends;
• discharging the members of the Board of Directors and the CEO from liability for the accounts; and
• the number of members in the Board of Directors and the fees of Board members and the auditor.

The Annual General Meeting shall elect:

• the members of the Board of Directors and their possible deputies; and
• the auditor.

The Annual General Meeting shall discuss:

• other matters indicated in the notice of the meeting.

Article 10 Financial Period

The company's financial period is January 1 – December 31

Article 11 Book-Entry System

The company’s shares are entered in the book-entry system after the registration period decided by the Board of Directors.