Articles of Association

Translated from official Finnish document.

Article 1

The company’s Finnish business name is Trainers’ House Oyj and the domicile is Helsinki. The company’s parallel name in Swedish is Trainers’ House Abp and in English Trainers’ House Plc.

Article 2

The company’s field of activity is the training of companies and organizations in the sales, marketing and management of companies and organizations, the production, manufacture, sale and distribution of information systems and sales, marketing and management services, and the production and manufacture of related digital and written material, sales, distribution, maintenance and subcontracting. The company also conducts other business that is materially related to the provision of digital services and coaching. As the parent company, the company can take care of the Group’s common services and tasks. The company may own and manage real estate and securities and engage in securities trading.

Article 3

The company’s shares belong to the book-entry system.

Article 4

The company’s Board of Directors consists of three to eight (3-8) members. The Board of Directors is elected by the Annual General Meeting for a term ending at the end of the next Annual General Meeting. The Board elects a chairperson from among its members.

Article 5

The company has a CEO. The company’s Board of Directors decides on the appointment and dismissing of the CEO.

Article 6

The company is represented jointly by a member of the Board of Directors, a procurator or another person appointed to represent the company. The Board of Directors may grant the appointed persons the right to represent the Company by representing the Company two together or each separately with a member of the Board of Directors or a procurator.

Article 7

The invitation to the Annual General Meeting must be delivered to the shareholders no earlier than three (3) months and no later than three (3) weeks before the Annual General Meeting by publishing the invitation on the company’s website. However, the notice of the Annual General Meeting must be delivered at least nine (9) days before the record date of the Annual General Meeting.

Article 8

At the Annual General Meeting has to:

present

  1. the company’s and the group’s financial statements and annual report;
  2. auditor’s report;

decide

  1. approval of the financial statements and consolidated financial statements;
  2. the use of the profit shown in the balance sheet;
  3. discharge to the members of the Board of Directors and the CEO;
  4. the number of members of the board;
  5. the remuneration of the members of the Board of Directors and the auditor;
  6. [point deleted].

elect

  1. members of the Board; and
    10. auditor.

Article 9

In order to participate in the Annual General Meeting, shareholders must register to the company no later than on the date specified in the notice of the meeting, which may not be earlier than ten (10) days before the meeting.

Article 10

In order to audit the company’s accounts and administration, the Annual General Meeting must elect an audit firm. The audit firm must be an audit firm approved by the Central Chamber of Commerce.

Article 11

The company’s financial year is a calendar year.

Article 12

The Annual General Meeting is held at a place determined by the company’s Board of Directors, which may be in Helsinki or Espoo.