1 NAME AND DOMICILE OF THE COMPANY
The name of the company is DNA Oy and it is domiciled in Helsinki.The parallel name of the company in English is DNA Ltd and in Swedish DNA Ab.
2 LINE OF BUSINESS
The line of business of the company is general telecommunications and ICT operations, provision of data communications and ICT services and devices as well as related consulting and research and development operations. The company also imports equipment, devices, accessories and software and acts as a trader and an intermediary. In addition, the company provides consulting and services related to the above-mentioned operations as well as telephone and other types of communications.The company has the right to offer payment services.The payment services provided by the company are listed in the register of payment service providers maintained by the Financial Supervisory Authority.The company conducts its business directly or through its subsidiaries and joint ventures.The company may own real estate and securities, conduct investment and finance operations that support its operations as well as provide finance facilities for its customers.
3 BOARD OF DIRECTORS
The Board of Directors, which is elected at the Annual General Meeting, is responsible for properly organising the company's administration and operations.The Board of Directors comprises a minimum of five (5) and maximum of seven (7) ordinary members. A person who has reached the age of 68 cannot be elected to the Board of Directors.
The term of office of a member of the Board of Directors expires at the end of the Annual General Meeting following the election.
The Board of Directors elects the chairman from among the members for each term of office.
The Board of Directors may establish Board committees from among its members to support its work.
A quorum is constituted by the presence of more than half of the members of the Board of Directors.
4 PRESIDENT AND CEO
The company has a President and CEO who is appointed by the Board of Directors.
5 INCLUSION IN THE BOOK-ENTRY SYSTEM
Company shares are included in the book-entry system.
6 LEGAL REPRESENTATION
The company is represented by the the CEO and the Chairman of the Board of Directors, each alone, and by two members of the Board of Directors together.
The Board of Directors may grant the right to represent the company to other persons.
The Board of Directors decides on granting the right to sign the company's name per procuration.
The company has one (1) auditor, who shall be a public accountant authorised by the Central Chamber of Commerce.
The auditor is nominated for an indefinite term.
9 NOTICE OF GENERAL MEETING AND ADVANCE REGISTRATION
The notice of General Meeting is sent to shareholders no earlier than two (2) months and no later than nine (9) days before the General Meeting Record Date. Notices are sent by mail to the addresses listed in the shareholder list, or published as an announcement in at least one nationwide newspaper designated by the Board of Directors. The General Meeting Record Date is eight (8) business days before the meeting.
To be entitled to attend the General Meeting, shareholders must register with the company by the date specified in the notice, which is no earlier than ten (10) days before the meeting.
10 ANNUAL GENERAL MEETING
The Annual General Meeting (AGM) must be held within six (6) months of the end of the financial year, at a date specified by the Board of Directors.
Items on the AGM agenda include:
1. financial statements including the income statement, balance sheet and report of the Board of Directors;
2. the auditor's report;
3. the adoption of the financial statements, which, in the parent company, also involves the adoption of the consolidated financial statements;
4. distribution of the profit shown on the balance sheet;
5. discharging the Members of the Board of Directors and the CEO from liability;
6. the number of members in the Board of Directors;
7. remuneration of the members of the Board of Directors and the company auditor;
8. the members of the Board of Directors;
9. the auditor, if necessary, and;
10. any other business specified in the notice of the meeting.
11 ACCOUNTING PERIOD
The company's accounting period is one calendar year.
12 REDEMPTION CLAUSE
If the company's share is transferred from a shareholder other than the company, the transferee of the share shall inform the Board of Directors thereof without delay. The company and other shareholders shall have the right to redeem the share under the following provisions:
The company may redeem the share only with distributable assets.The company shall exercise its right within forty (40) days of the Board of Directors receiving the notification of the transfer of the share.
Shareholders shall have the right to redeem a share if the company does not exercise its redemption right.If several shareholders wish to exercise their right to redeem, the Board of Directors shall distribute the shares between those wishing to redeem shares in proportion to their shareholdings.If the shares are not distributed equally using this method, the remaining shares shall be distributed between those wishing to redeem them by drawing lots.
The consideration for the shares is the price agreed by the transferrer and the transferee of the share and, if the transfer is made free of charge, the share's latest tax value.
The Board of Directors shall notify those shareholders with the right of redemption without delay about the transfer and whether the company wishes to exercise its redemption right.The notifications to shareholders shall be posted as registered letters to the addresses listed in the shareholder list.
If the company does not exercise its redemption right, the notification shall include the redemption price and the date by which shareholders shall demand redemption.
Shareholders with a redemption right shall notify the company about their redemption demand in writing within two (2) months of the Board of Directors receiving the notification of the transfer of the share.
The redemption price shall be paid in cash, bank draft or a by a bank-endorsed cheque within one (1) month of the redemption demand or, within the specified period, deposited with the State Provincial Office as provided in the Act on the Deposit of Cash, Book Entries, Securities or Instruments in Payments of Debt or for Release from Other Liabilities. Any disputes related to the redemption right or the redemption price shall be resolved by an arbitration procedure in accordance with the Finnish Arbitration Act.
13 CONSENT CLAUSE
The acquisition of a share by way of transfer requires the consent of the company.Consent is required also when the transferee of the share already holds company shares.
Any disputes between the company and the Board of Directors, member of the Board of Directors, the CEO, auditors or shareholders shall be resolved by an arbitration procedure in accordance with the Finnish Limited Liability Companies Act and the Finnish Arbitration Act.