Articles of association

1 § Company Name and Domicile

The name of the company is Qt Group Oyj, in English Qt Group Plc. The domicile of the company is Espoo.

2 § Line of Business

The company’s line of business is to engage in the development and sale of computer software and the sale of software licences on its own or through subsidiaries. In addition, the company provides consulting, training and services for the information technology field, business management, EDP auditing, internal auditing and risk management, sells literature and equipment related to the field and engages in other related business. Furthermore, the company provides services connected with marketing, sales and administration. The company can own various securities, real estate and vehicles as well as trade in and rent them.

3 § Book-Entry System

The shares of the company have been entered into the book-entry system.

4 § Board of Directors

The Board of Directors shall consist of four (4) to eight (8) ordinary members. The term of the members of the Board of Directors ends at the conclusion of the next Annual General Meeting following their election. The Board of Directors shall elect a Chairman from among its members.

5 § CEO

The company shall have a CEO, who is appointed by the Board of Directors.

6 § Representation

The company is represented not only by the Board of Directors but also by the CEO, a member of the Board of Directors, a holder of procuration or another person appointed by the Board of Directors to represent the company two together.

The Board of Directors is entitled to give a right to represent the company to appointed persons in the manner that they are entitled to represent the company two together or each together with a member of the Board of Directors, holder of a procuration or the CEO.

7 § Auditors

The company has one (1) auditor, which is required to be an auditing company approved by the Central Chamber of Commerce.

The auditor is elected until further notice.

8 § Notice of Meeting

A Notice of Meeting shall be delivered to shareholders not earlier than two (2) months and not later than three (3) weeks before the General Meeting and in any case at least nine (9) days before the record date of the General Meeting defined in Chapter 4 Section 2 Sub-section 2 of the Companies Act. The summons shall be delivered by publishing it on the company’s site on the Internet or in at least one (1) newspaper decided on by the Board of Directors or by delivering the summons to each shareholder in writing to the address reported by the shareholder in the shareholders’ register.

To be able to participate in a General Meeting, a shareholder must register with the company no later than on the day mentioned in the notice of meeting, which can be no earlier than ten (10) days before the meeting.

9 § Annual General Meeting

The Annual General Meeting shall be held annually in Helsinki, Espoo or Vantaa within six (6) months of the end of the financial year on a date set by the Board of Directors.

At the meeting:

the following shall be submitted

1. financial statements, consolidated financial statements and report of operations;
2. auditor’s report;

the following matters shall be decided upon

3. the confirmation of the financial statements and consolidated financial statements;
4. use of the profit shown by the balance sheet;
5. discharge of liability for the members of the Board of Directors and the CEO;
6. remuneration for the members of the Board of Directors and the auditors as well as grounds
for reimbursement of costs incurred;
7. number of members on the Board of Directors;

the following shall be elected

8. members of the Board of Directors;
9. the auditor, when required;

the following matters shall be handled
10. any other matters specified in the Notice of Meeting.