Articles of association
The Articles of Association of the Company are presented below as they will be registered with the Trade Register after the Company’s Board of Directors have resolved on applying for the Company’s Shares to be admitted to trading on First North.
§ 1 Trade name and domicile
The trade name of the company is Digital Workforce Services Oyj and it is domiciled in Helsinki. The trade name of the company in English is Digital Workforce Services Plc and in Swedish Digital Workforce Abp.
§ 2 Field of operation
The company’s field of operation is IA services and ICT consulting. The company can also engage in investment activities.
3 § Board of directors
The board of directors is comprised of at least three and at most eight members. The board of directors elects a chairperson from among its members. The term of office of the members of the board of directors expires at the end of the first annual general meeting of shareholders following their election.
§ 4 Representation of the company
The company is represented by the chairperson of the board of directors and the managing director, each acting individually, and by two board members acting together.
The board of directors of the company may grant a designated person the right to represent the company individually or with another person.
§ 5 Auditor
The company shall have one auditor, which shall be an auditing firm pursuant to the Auditing Act with an authorised public accountant (KHT) acting as the auditor with principal responsibility. The term of the auditor shall expire at the end of the next annual general meeting following the appointment.
§ 6 Financial period
The financial period of the company is 1 November–31 December.
7 § Notice of a general meeting
A notice to convene the general meeting will be delivered by publishing it on the company’s website no earlier than three months and no later than three weeks before the general meeting, however no later than nine days before the record date of the general meeting.
§ 8 Advance registration
In order to attend a general meeting of shareholders, a shareholder must notify the company thereof by registering for the meeting no later than the date and time set by the board of directors and stated in the notice of the meeting, which may be no earlier than ten days prior to the meeting.
§ 9 General meeting of shareholders
The annual general meeting of shareholders must be held within six months from the end of the previous financial period at a time determined by the board of directors. At the annual general meeting of shareholders, the following shall be:
(a) the financial statements, which shall comprise the consolidated financial statements, and the annual report; and
(b) the auditor’s report;
(c) adoption of the financial statements;
(d) any measures occasioned by the profit or loss shown by the adopted balance sheet;
(e) discharge from liability for the members of the board of directors and the managing director;
(f) the number of members of the board of directors;
(g) the remuneration of the members of the board of directors and the auditor;
(h) the members of the board of directors;
(i) the auditor;
(j) other matters referred to in the notice of the general meeting of shareholders, if any.
§ 10 Book-entry system
The shares of the company are incorporated in the book-entry system of securities after the registration period has ended.