Operations of the Board of Directors

The task of the Board of Directors is to see to the governance of the company and ensure the appropriate organisation of the company’s operations. The Board of Directors is also responsible for the appropriate organisation of the company’s accounting and control of financial management. The Board of Directors or any of its members shall not comply with a decision made by the General Meeting, the Supervisory Board or the Board of Directors which is invalid due its noncompliance with the Finnish Companies Act or the company’s Articles of Association. The company’s General Meeting elects the members of the Board of Directors.

According to Administer’s Articles of Association, the Board of Directors consists of a minimum of [three] and a maximum of [six] ordinary members and a maximum of [two] deputy members. According to the Finnish Companies Act, the company is represented by the Board of Directors. According to Administer’s Articles of Association, the company is represented by [the Chairman of the Board of Directors and the CEO separately and two members of the Board of Directors together. The Board of Directors may authorise other specified persons to represent the company on their own or together with another person. The Board of Directors may authorise one or several persons to represent the Company on the basis of procuration rights].

The decisions of the Board of Directors are confirmed by the single majority of the members present in the meeting. In the event of a tie, the vote of the Chairman is decisive, except for the election of the Chairman, which is resolved by drawing lots. The Board of Directors convenes approximately ten times per year.