Investors

ARTICLES OF ASSOCIATION OF UNITED BANKERS PLC

1. Company name and domicile
The name of the company is United Bankers Oyj; in Swedish, United Bankers Abp;
and in English, United Bankers Plc.
The company is domiciled in Helsinki.

 

2. Company’s line of business
The company’s line of business is harmonising the operations of
companies operating in the financial sector, business management consulting,
management of group companies and securities trading.

 

3. Board of directors
The company has a Board of Directors that has at least four (4) and
no more than eight (8) ordinary members. The term of office of the Board
of Directors ends at the conclusion of the Annual General Meeting following their election.

 

4. Representation
The company is represented by the chairman of the Board and the CEO,
either alone, or by two Board members together, in addition to which
the Board of Directors may authorise a designated person
or persons to represent the company.

 

5. Shares
The company can have two series of shares, A and B. Series A shares
entitle to ten (10) votes and Series B shares to one (1) vote.
The shares are included in the book-entry system.

 

Conversion

An A-series share may be converted into a B-series share on the request of the
shareholder or, in case of nominee-registered shares, on the request of
the asset manager specified in the book-entry register. The written request
for conversion to be submitted to the Board of Directors shall state the number
of shares to be converted and the book-entry account containing the entries
corresponding to the shares in question.

 

The company may request that a marking restricting the owner’s
transfer right be made on the shareholder’s book-entry account for the
duration of the conversion process.

 

The company notifies the trade register of any changes in
the numbers of share categories following the conversion. The conversion
notice to the trade register is submitted at least twice a year, when necessary,
at times decided by the Board of Directors.

 

The request for conversion may be made at any time,
but not after the Board of Directors has made a decision to
convene the Annual General Meeting. A request made between
the said decision and the subsequent Annual General Meeting shall be
deemed to have been filed and will be processed after the
Annual General Meeting and the following record date.

 

The request for conversion may be cancelled until the notification of the
conversion has been filed with the trade register. The Series A share
will become a Series B share after the entry in the trade register has been made.
Upon cancellation, the company will request the removal of the
restriction on the transferability of the share, if such a restriction
was made on the shareholder’s book-entry account.

 

The party that made the conversion claim and the registrar of the book-entry
register will be notified of the registration of the conversion.

 

If necessary, the Board of Directors will provide more detailed
instructions on the implementation of the conversion.

 

6. Notice of the Annual General Meeting and participation therein
In order to be permitted to participate in the Annual General Meeting,
the shareholder must register with the company in advance at the latest by the
date specified in the notice of the General Meeting, which may not be earlier than
ten (10) days before the meeting.

 

The notice of the Annual General Meeting shall be published on the
company’s website not earlier than two (2) months and not later than
three (3) weeks prior to the Annual General Meeting, but at least nine (9)
days before the record date of the Annual General Meeting. In addition, the
Board of Directors may, at its discretion, publish a notice of the Annual General
Meeting in one or more newspapers.

 

7. Annual General Meeting
The Annual General Meeting shall be held annually within six (6)
months from the end of the financial year.

At the meeting, the shareholders shall be presented with:

a) financial statements, including all the statutory documents,
and the Board of Directors’ report;
b) the auditor’s report;
and decisions shall be made concerning the following:
c) confirmation of the financial statements;
d) the use of the profit shown on the balance sheet;
e) discharging the members of the Board of Directors and CEO from liability;
f) remuneration of the members of the Board and auditors;
g) the number of members of the Board of Directors;
the following shall be elected:
h) members of the Board of Directors and
i) an auditor.