Articles of Association

Section 1

The name of the Company is Visiosto oy.

Section 2

The domicile of the Company is Helsinki.

Section 3

The field of operations of the Company consists of designing and creating software, resale, support, and administration of software, cloud computing, and servers, marketing agency services and trade of advertising and marketing materials, graphic design, and event management and consulting in those fields. The Company may buy, sell, own, and administer real properties and securities.

Section 4

The Company shall have a Board of Directors that consists of one to five ordinary members and at least one deputy member if there are less than three ordinary members. The term of a member of the Board of Directors is indefinite.

Section 5

In addition to the Board of Directors, the right to represent the Company is vested in the Chair of the Board of Directors and the Managing Director, each one alone, or in two members of the Board of Directors two together. The Board of Directors may also decide on the granting of rights to sign for the Company per procuram or authorize to represent the Company.

Section 6

The notice of the General Meeting shall be sent to all shareholders whose addresses are known to the Company not earlier than two months and not later than a week before the meeting.

Section 7

The Annual General Meeting shall be held annually within six months of the end of the financial year on day resolved by the Board of Directors.

Decisions shall be made at the Annual General Meeting on the following:

  1. adoption of the financial statements;
  2. the use of the profit shown on the balance sheet;
  3. the discharge of the members of the Board of Directors and the Managing Director from liability;
  4. the appointment of the Members of the Board of Directors and the Auditor, when necessary.

Section 8

A shareholder and the Company has the right to redeem shares due to be transferred to a third party by a shareholder other than the Company. A shareholder has the primary right of redemption. If more than one shareholders want to exercise the right of redemption, the shares shall be shared among the shareholders exercising the right of redemption proportional to the number of shares they own. If the shares are not equally shared, the remaining shares shall be shared among the shareholders exercising the right of redemption by drawing lots. The Company has the right of redemption if no shareholder exercise the right of redemption.

Otherwise the redemption is pursuant to the Limited Liability Companies Act.