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Articles of Association

Elenia Lämpö Oy

1 § The company name is Elenia Lämpö Oy, and the company’s registered office is in the City of Hämeenlinna.

2 § The line of business of the company is to engage in the generation, acquisition and distribution of heat and the distribution of natural gas and other related business operations either directly or through subsidiaries or associated companies. For the purpose of its operations, the company may own and manage real estate and shares and holdings.

3 § The company’s minimum share capital is fifty thousand euros (EUR 50,000) and maximum share capital two hundred thousand euros (EUR 200,000), within which limits the share capital can be increased or decreased without amending the Articles of Association.

4 § Removed.

5 § Removed.

6 § The Board of Directors of the company shall comprise a minimum of three (3) and a maximum of nine (9) ordinary members. The Board of Directors shall elect a chairman from among its members. The General Meeting elects the Board of Directors for a term of office that ends at the end of the next Annual General Meeting following the election.

7 § The company may be signed for by the Managing Director severally, jointly by any two members of the Board of Directors or jointly by any two persons separately authorised to do so by the Board of Directors.

8 § The company shall have one regular auditor. The task of the auditor terminates at the end of the first Annual General Meeting following the election.

9 § The company’s financial period is the calendar year.

10 § The notice of the General Meeting shall be delivered to the shareholders at the earliest four (4) weeks and at the latest one (1) week prior to the meeting in a verifiable manner in writing.

11 § The Annual General Meeting shall be held each year on a date determined by the Board of Directors before the end of April. The meeting shall:


1. the financial statements which comprise the income statement, balance sheet and the Board of Directors’ report,

2. the auditor’s report;

decide on

3. the adoption of the income statement and the balance sheet,

4. the discharge of members of the Board of Directors and the Managing Director from liability,

5. measures warranted by the profit or loss on the adopted balance sheet,

6. the number of members of the Board of Directors,

7. the remuneration of members of the Board of Directors and the auditor;


8. the members of the Board of Directors,

9. the auditor; and

deal with

10. other matters stated in the notice of the meeting.