Articles of Association of Oriola-KD Corporation

Registered on 7 May 2010

 

This is an English translation of the Articles of Association of Oriola-KD Corporation adopted at the Annual General Meeting on 7 April 2010 and registered in the Trade Register on 7 May 2010. In the event of any discrepancies between the original Articles of Association in Finnish and this English translation, the Finnish language version shall govern.

 

 

Article 1

 

The company’s corporate name is Oriola-KD Oyj in Finnish, Oriola-KD Abp in Swedish and Oriola-KD Corporation in English. The company is domiciled in Espoo.

 

Article 2

 

The company shall be engaged in the wholesale and supply of pharmaceuticals and other healthcare products as well as in other business operations related to or comparable with the healthcare branch. The company may own and administer real estate and securities and other financial instruments and trade in them. The company may conduct the above-mentioned operations either directly or through subsidiaries and associated companies.

 

Article 3

 

The shares do not have a nominal value.

 

The company has Class A shares to a maximum number of 500,000,000 shares and Class B shares to a maximum number of 1,000,000,000 shares.

 

Class A shares can be converted into Class B shares upon a shareholder’s demand or, in respect of nominee-registered shares, upon the demand of the asset manager entered in the book-entry register, insofar as conversion can be made within the framework of the maximum numbers of shares in each share class. A written demand for conversion that is to be presented to the company must state the number of shares that are to be converted and the book-entry account in which the book-entries corresponding to the shares have been entered. The company can request that an entry be made in the book-entry account of the shareholder to restrict the transferability of his/her shares for the duration of the conversion process. After conversion, the company will notify the Trade Register of the amounts by which the share classes have changed.

 

A conversion demand can be made at any time, but not after the Board of Directors has made a decision to convene a General Meeting. A demand made in the interval between said decision and the next General Meeting is considered to have been presented and will be dealt with after the General Meeting and the subsequent record date, if any.

 

The conversion fee decided by the Board of Directors shall be paid to the company.

 

Conversion notices will be made to the Trade Register at least twice a year on the dates decided by the Board of Directors.

 

A share conversion demand can be rescinded until the notice of conversion has been entered in the Trade Register.

 

If conversion is rescinded, the company will request that the entry restricting share transferability be removed from the shareholder’s book-entry account.

 

A Class A share is converted into a Class B share upon being entered in the Trade Register. The party that made the conversion demand and the custodian of the book-entry securities register will be notified of the registration of conversion.

 

If necessary, the Board of Directors will decide on more detailed conversion terms.

 

Article 4

 

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

 

Article 5

 

The Board of Directors shall have a minimum of five (5) and a maximum of eight (8) members. The term of office of a member of the Board of Directors ends at the close of the next Annual General Meeting following his or her election. The General Meeting shall elect the Chairman of the Board of Directors for the same term of office and the Board of Directors shall elect the Vice Chairman, also for the same term of office. A person who has reached the age of 67 cannot be elected a member of the Board of Directors.

 

Article 6

 

The company shall have a President who is appointed and dismissed by the Board of Directors.

 

Article 7

 

The right to represent the company is with:

 

1) the President jointly with a member of the Board of Directors,

 

2) the persons authorised to represent the company on the basis of a decision of the Board of Directors, two jointly or each separately together with a member of the Board of Directors or with the President, or

 

3) the persons authorised to sign for the company per procuram, two jointly or each separately together with a member of the Board of Directors, the President or another person authorised to represent company.

 

Article 8

 

The company’s financial year is the calendar year.

 

Article 9

 

The company shall have one auditor who shall be a firm of independent public accountants authorised by the Central Chamber of Commerce. The auditors’ term of office shall be the financial year of the company. The duties the auditor shall terminate at the close of the next Annual General Meeting following its election.

 

Article 10

 

The General Meeting of shareholders shall be held in Espoo or Helsinki, as decided by the Board of Directors.

 

The Annual General Meeting is to be held each year by the end of May on a day decided by the Board of Directors and matters to be dealt with at the meeting shall be:

 

1) the financial statements, the report by the Board of Directors and the consolidated financial statements

 

2) the Auditors’ Report,

 

resolutions on:

 

3) adoption of the financial statement and the consolidated financial statement,

 

4) the use of profits shown in the balance sheet,

 

5) release from liability for the members of the Board of Directors and the President,

 

6) the number of members of the Board of Directors

 

7) the remuneration to be paid to the members of the Board of Directors and the auditor,

 

election of:

 

8) the members of the Board of Directors, whereby according to the resolution passed by the General Meeting, the person or persons receiving the most votes shall be elected,

 

9) Chairman of the Board from amongst the members of the Board of Directors,

 

10) the auditor, as well as

 

consideration of:

 

11) other matters stated in the notice of meeting.

 

Article 11

 

To be able to participate in a General Meeting, a shareholder must notify the company of his/her intention to participate in the General Meeting no later than on the last day for registration mentioned in the Notice of Meeting which can be, at the earliest, ten days before the General Meeting. Since the shares of the company have become part of the Book Entry System of Securities, the statements of the Companies Act concerning the right to participate in such a company's General Meeting must also be taken into consideration.

 

At the General Meetings, each Series A share carries twenty votes and each Series B share one vote.

 

A shareholder may not cast more than 1/20 of the total number of votes of the different-class shares represented at the General Meeting. Amending of this Article 11, Section 3, calls for a resolution that is supported by at least 4/5 of the votes cast at the Meeting and shares represented at it.

 

Article 12

 

A notice of a General Meeting of shareholders shall be delivered by publishing the notice in at least one daily newspaper in the capital city no earlier than two months and no later than twenty-one days before the General Meeting. However, the notice shall be published no later than nine days before the record date of the General Meeting.

 

Article 13

 

Disputes between the company, on the one hand and the Board of Directors, a member of the Board of Directors, the managing director, an auditor or a shareholder, on the other hand, shall be settled through arbitration in accordance with the Arbitration Act (967/92).