Articles of Association

Section 1

The company’s name is NYAB Oyj, in Swedish NYAB Abp, and in English NYAB Plc.

Section 2

The domicile of the company is Oulu.

Section 3

The Company’s field of activity is to offer services regarding construction, maintenance, engineering, and the development of energy and construction projects. The Company may carry out its activities through its subsidiaries. Additionally, the Company may engage in securities trading and the ownership, sale, and rental of real estate.

Section 4

The Company has a Board of Directors consisting of a minimum of three and a maximum of nine ordinary members whose term of office expires at the end of the first Annual General Meeting following the election.

Section 5

The Company has a Managing Director elected by the Board of Directors. The Board of Directors of the Company may elect a deputy to the Managing Director.

Section 6

The Company must have at least one and at most two auditors, at least one of whom must be an audit firm within the meaning of the Auditing Act. The auditors are selected for a term of office that ends at the end of the first Annual General Meeting following the selection.

Section 7

The Company is represented not only by the Board of Directors, but also by the Chair of the Board and the Managing Director, both individually and by the members of the Board, two together. In addition, the Board of Directors may give an appointed person a procuration or the right to represent the company.

Section 8

The invitation to the General Meeting must be delivered no earlier than three months prior to the record date of the General Meeting and no later than three weeks prior to the General Meeting, and no later than nine (9) days prior to the record date of the General Meeting on the Company’s official website and with a stock exchange release. In addition, the Board of Directors may, at its discretion, announce the General Meeting in one or more newspapers.

In order to be entitled to participate in the General Meeting, a shareholder must give notice of participation to the Company no later than the date specified in the notice convening the meeting, which may not be earlier than 10 days before the meeting.

Section 9

General Meeting may be held in Helsinki, in Oulu, or as a remote meeting without a physical venue so that all participants of the General Meeting participate using a remote connection and technical means. Shareholders participating in a remote meeting may exercise all their rights in a way that corresponds to participating in a physical venue. The Board of Directors may also decide that a General Meeting that is held in a physical venue may be participated so that a shareholder exercises their decision-making powers by using a remote connection and technical means.

The Annual General Meeting must be held annually on a date determined by the Board of Directors within six months of the end of the financial period. At the Annual General Meeting, the following shall be presented:

  1. the annual accounts and the annual report;
  2. the audit report;

and the following things must be decided on:

  1. the confirmation of the financial statements, including the confirmation of the consolidated financial statements;
  2. the use of the profit shown in the confirmed balance sheet;
  3. the discharge from liability for the members of the Board of Directors and the Managing Director;
  4. the number and remuneration of the Members of the Board and auditors; and

the following positions must be selected:

  1. members of the Board of Directors; and
  2. auditor(s).

Section 10

The financial period of the Company is 1 Jan–31 Dec.

Section 11

The Company’s shares are included in the book-entry system.