Information for investors

Articles of association

1  § Company name
The name of the company is FIT Biotech Oy and its registered office is in Tampere. Its parallel company name in English is FIT Biotech Ltd.

2 § Line of business
The company carries out research and it develops, produces and markets product ideas and prototypes of diagnostic laboratory tests and pharmaceutical products, as well as products for research purposes in the field of medical immunology and biotechnology.

3 § Book-entry system
The shares of the company are incorporated into a book-entry system after the notice period set by the Board of Directors.

4 § A shares, D shares and K shares
The company’s shares (A, D and K) carry a voting right and other rights prescribed in the Companies Act with the below exceptions.

Each A, D and K share carries the shareholder one vote at the General Meeting.

If the company is voluntarily placed into liquidation, or it has to be placed into liquidation and is hence dissolved, the shareholders of the D shares are first entitled to a share in the distribution per each D share equal to its subscription price multiplied by four.

If there are still assets to be distributed once the shareholders of the D shares have received the shares mentioned above, the shareholders of the A shares are entitled to a share in the distribution of EUR 102.00 per share, plus 10 % per annum from 30th April 2003 till the settlement day.

The remaining assets shall be distributed with equal rights among the shareholders of the A, D and K shares. The distribution principle in relation to the A, D and K shares, presented above, shall be applied correspondingly in case of a merger, a demerger or other arrangement where control over the company is transferred.

In these cases, each A, D and K share entitles the shareholder to a relative share of new shares, or other consideration equivalent to a relative share in the distribution of a A, D and K shares that the shareholder would be entitled to in case of voluntary or compulsory liquidation and dissolution mentioned above.

5 § Conversion
Every shareholder of D shares is entitled at any time to ask for a conversion of his/her D shares into A shares. When converting shares, one D share is equivalent to one A share. This request shall be addressed to the Board of Directors in writing.

The request shall specify how many D shares are to be converted into A shares and, if shares have been incorporated in the book-entry system, the respective book-entry account. In addition, the request shall specify which shares are to be converted, if only a part of the shares of this shareholder should be converted before incorporation in the book-entry system. After having received the written request, the Board of Directors shall, without delay, take the necessary steps to convert D shares into A shares and register the changes in the number of shares resulting from this conversion in the Trade Register.

Every shareholder of D and/or A shares is entitled at anytime to ask for a conversion of his/her D and/or A shares into K shares. When converting shares, one D and/or A share is equivalent to one K share. This request shall be addressed to the Board of Directors in writing.

The request shall specify how many D and/or A shares are to be converted into K shares and, if shares have been incorporated in the book-entry system, the respective book-entry account. In addition, the request shall specify which shares are to be converted, if only a part of the shares of this shareholder should be converted before incorporation in the book-entry system. After having received the written request, the Board of Directors shall, without delay, take the necessary steps to convert D and/or A shares into K shares and register the changes in the number of shares resulting from this conversion in the Trade Register.

The company may ask a note to be added in the book-entry account of the shareholder concerning restrictions in terms of transferability of shares during the conversion procedure.
If necessary, the Board of Directors may agree upon more specific procedures in relation the conversion of shares.

After having incorporated the shares in the book-entry system, a conversion request can be addressed to the Board of Directors at any time. However, this is not possible once the Board has made a decision on holding a General Meeting. A conversion request that is made after this decision but before the next General Meeting is considered to have arrived and will be discussed after the General Meeting and a possible record date thereafter.

6 § Board of Directors
The company has a Board of Directors with a minimum of three (3) and a maximum of nine (9) members.
The term of office of the members of the Board of Directors ends at the end of the Ordinary General Meeting of Shareholders following their election. The Board of Directors selects a chairperson and a vice-chairperson among its members.

7 § Chief Executive Officer
The CEO is nominated by the Board of Directors. He/she is responsible for the day-to-day operational management of the company following the instructions and directives by the Board of Directors.

8 § Statutory representation, procuration
The company shall be represented by the Chairperson of the Board of Directors and by the Chief Executive Officer, each on their own, and by two (2) members of the Board of Directors jointly and two (2) persons authorised by the Board of Directors to represent the company jointly.
The Board of Directors may grant procuration as follows: either two holders of procuration represent the company jointly, one holder of procuration represents the company with a person authorised by the Board or a holder of procuration represents the company on his/her own with authorisation from the Board.

9 § Auditors
The company has one (1) auditor and one (1) deputy auditor. Both of them must be Authorised Public Accountants approved by the Central Chamber of Commerce of Finland. In case the auditor is a corporation of Authorised Public Accountants, a deputy auditor is not elected. The term of office of the auditors ends at the end of the Ordinary General Meeting of Shareholders following their election.

10 § Financial period
The financial period of the company is equal to a calendar year.

11 § Notice to General Meeting of Shareholders, registration to the General Meeting and the venue of the Meeting
Notice to the General Meeting of Shareholders shall be delivered to shareholders no earlier than two months and no later than three weeks prior to the meeting, however, at least nine days before the record date of the meeting. The notice shall be delivered by sending it to the addresses entered in the list of shareholders, or, alternatively, within the same time limits in other written form, for example by e-mail or by publishing the notice on the company’s website.
To be eligible for participation in the General Meeting of Shareholders, the shareholder shall register with the company no later than the date given in the notice to the meeting, which can be no earlier than ten (10) days prior to the meeting.
The General Meeting of Shareholders may be held at the company’s domicile or any other place in Finland.

12 § Ordinary General Meeting of Shareholders
The Ordinary General Meeting of Shareholders shall be held annually within six (6) months of the end of the financial period on a date set by the Board of Directors.
The following documents shall be presented at the Ordinary General Meeting of Shareholders:  Financial statement comprising the income statement, balance sheet and notes to the

1. Financial statement,
2. Annual Report (if possible),
3. Auditor’s Report,

The Ordinary General Meeting of Shareholders shall decide upon:

4. the adoption of the financial statements,
5. the use of the profit shown on the balance sheet,
6. the discharge from the liability of the members of the Board of Directors and the CEO,
7. the number of the members of the Board of Directors, and
8. the remuneration of the members of the Board of Directors and the auditors;

The Ordinary General Meeting of Shareholders shall elect:

9.      the members of the Board of Directors and
10.    the auditors