Articles of association

Article 1: Company Name and Domicile

The name of the Company is Verkkokauppa.com Oyj and its domicile is Helsinki.

Article 2: Line of Business

The Company's line of business is to engage in the purchase, sale, leasing, import and consulting of computers and their peripheral devices, software, cameras, components, electronics, printing devices, cables, office equipment and supplies, telecommunications devices and services. The Company also provides internet and network services, including an online store.

Article 3: Board of Directors

The Company shall have a Board of Directors, consisting of four to eight ordinary members and, if deemed necessary, a corresponding maximum number of deputy members.

Article 4: Representation of the Company

The Company is represented by the CEO acting alone and by the Chair and other members of the Board of Directors acting two together.

The Board of Directors may also grant the right to represent the Company to a named person alone or together with another person.

The Board of Directors shall resolve on the granting of procuration rights.

Article 5: Auditor

The Company shall have as its auditor an auditing firm approved by the Finnish Patent and Registration Office.

Article 6: Financial Period

The Company's financial period shall commence on 1 January and end on 31 December.

Article 7: Notice of General Meeting

Notice of a General Meeting shall be given to shareholders no earlier than three (3) months and no later than nine (9) days before the record date of the General Meeting. The General Meeting of Shareholders is convened by publishing the notice on the Company's website.

In order to attend the General Meeting, a shareholder must register with the Company in advance no later than on the date specified in the notice of the meeting, which date may be no earlier than ten (10) days before the meeting.

The Board of Directors may resolve to convene a General Meeting without a physical meeting venue, whereby shareholders may exercise their full decision-making rights during the meeting in real time using telecommunications connection and technical means.

Article 8: Annual General Meeting

The Annual General Meeting shall be held annually within six (6) months of the end of the financial period.

The Annual General Meeting shall resolve on:

• the adoption of the financial statements and, if the Company is a parent company, the adoption of the consolidated financial statements;
• the use of the profit shown on the balance sheet;
• the release from liability of the members of the Board of Directors and the CEO;
• the remuneration policy, when necessary;
• the remuneration report;
• the number of members of the Board of Directors and the number of any deputy members;
• the remunerations of the members of the Board of Directors and the auditors, and the principles for reimbursement of travel expenses;

elect:

• the members of the Board of Directors and any deputy members; and
• the auditor.

and handle:

• any other matters mentioned in the notice of the meeting.

Article 9: Book-Entry System

The Company’s shares are registered in the book-entry system for securities.