Revenio Group Corporation’s Articles of Association

1 Company name and domicile

The company name is Revenio Group Oyj in Finnish, Revenio Group Abp in Swedish, and Revenio Group Corporation in English. The company is domiciled in Vantaa.

2 Line of business

The company engages in the trade, intermediation, research, product development, commercialization and marketing of devices and equipment, products, methods and services related to health care and health technology, training and consulting related to health care, sales of expert services, and other business related or comparable to the health care sector. The company may act as a Group parent company and produce administration services, engage in other business operations, own and manage real estate and securities and other financial instruments, and trade in them. The company may engage in the aforementioned activity either directly or through subsidiaries and associated companies.

3 Shares

The company’s shares are in the book-entry securities system.

4 Board of Directors

A Board of Directors comprising no less than three (3) and no more than six (6) ordinary members is responsible for the management of the company and the appropriate organization of its business operations.

A Board member’s term of office runs for one (1) year, ending at the close of the Annual General Meeting following his or her election.

The Board of Directors will elect a Chairman from among its members. The Board of Directors is quorate when more than half of its members are present.

5 President & CEO

The company has a President & CEO appointed by the Board of Directors.

6 Representation of the company

The company may be represented by the Chairman of the Board of Directors or the President & CEO of the company, each singly; or jointly by two members of the Board of Directors; or by a person who has been authorized by the Board to represent the company.

The Board of Directors decides on the granting of procuration.

7 Auditor

The company must have at least one (1) auditor, which must be a firm of authorized public accountants approved by the Central Chamber of Commerce.
The auditor’s term of office ends at the close of the Annual General Meeting following the auditor’s election.

8 Notice of general meetings of shareholders

Notice of a General Meeting shall be given no earlier than two (2) months and no later than twenty-one (21) days prior to the meeting by publishing the notice on the company’s website at www.reveniogroup.fi or in at least one Finnish-language national daily newspaper determined by the Board of Directors.

9 Participation in and voting rights at General Meetings

To be entitled to attend a General Meeting, a shareholder must notify the company of his or her attendance by a specified date, which may not be less than ten (10) days prior to the meeting.

One share grants one (1) vote at a General Meeting. The chair of the meeting decides how voting will be conducted.

10 Annual General Meeting

An Annual General Meeting must be held annually on a date determined by the Board of Directors, no more than six months after the end of the financial year. The AGM may be held in either the company’s domicile or Helsinki.

The AGM must decide:
1) whether to adopt the Financial Statements;
2) how to dispose of the profit shown in the balance sheet;
3) whether to discharge the President & CEO and the members of the Board of Directors from liability;
4) what remuneration and compensation for travel expenses should be paid to members of the Board of Directors;
5) the number of members on the Board of Directors
6) who will be elected to the Board of Directors
7) who will be the company’s auditor
8) on any mandatory items contained in the Limited Liabilities Companies Act and any other matters mentioned in the invitation.

11 Financial year

The company’s financial year is the calendar year.