Articles of association

1 § Business name and domicile

The business name of the Company is Outotec Oyj.
The domicile of the Company is Espoo.

2 § Line of business

 The Company’s line of business is to carry on, by itself or through its subsidiaries, the design, manufacture, construction of and trade in methods, machinery, devices, equipment, spare parts and production facilities for the mining, ore cleaning, metallurgical and other processing industry, metals forming technology, materials technology, energy technology and environmental protection, the production and sale of technical design, project services and research and product development services for the processing industry, energy technology and environmental protection, including any industrial and commercial operations and the sale of business management and consultancy services based on or relating to these activities or know-how acquired in this sphere of activities, as well as the holding and control of domestic and foreign securities, own and control domestic and foreign securities, raise and grant loans, grant securities and give its property in pledge. Within the limits of its field of activity, the Company may establish domestic or international companies and consortiums.

3 § Book-entry system

 The shares of the Company are registered in the book-entry system.

4 § Board of Directors

 The Board of Directors consists of at least five and no more than ten Members of the Board of Directors. The Chairman and the Vice Chairman of the Board shall be elected by the General Meeting.

The term of office for a Member of the Board of Directors begins as of the General Meeting in which the Member of the Board of Directors has been elected and expires at the conclusion of the first Annual General Meeting following the election.

5 § Managing Director and Deputy Managing Director

The Board of Directors shall elect the Managing Director and the Deputy Managing Director.

6 § Representing the Company

 The Chairman of the Board has the right to represent the Company together with another Member of the Board of Directors. The Managing Director and the Deputy Managing Director are each authorized to solely represent the Company.

The Board of Directors may grant others the right to solely represent the Company.

The Board of Directors may grant others the right to represent the Company per procuration.

7 § Financial year

 The Company’s financial year is a calendar year.

8 § Auditor

The Company shall have one Auditor which shall be an audit firm certified by the Central Chamber of Commerce. The Auditor’s term of office shall expire at the conclusion of the first Annual General Meeting following the election.

9 § Notice to convene a meeting

The Board of Directors shall issue a notice to convene the General Meetings of Shareholders by publishing the notice in one or more daily newspaperswith a wide circulation, or on the company's web-pages no earlier than three months before the last day for advance notice under Article 10 and no later than 28 days prior to the General Meeting.

10 § Time and place of the meeting and advance notice

 In order to attend the General Meeting a shareholder shall give an advance notice to the Company prior to the end of the advance notice period set out in the notice convening the meeting. The last day for advance notice may be assigned to be no earlier than ten days before the meeting and it may not be assigned to be on a Sunday, Saturday, Midsummer’s Eve, Christmas Eve, New Year’s Eve or any other public holiday.

The General Meeting may be held in the domicile of the Company, Helsinki or Vantaa.

11 § Annual General Meeting

At the Annual General Meeting, the following shall be:

presented:

1. the Financial Statements of the Company, which also include the Financial Statements of the Group, and the report of the Board of Directors; and
2. the Auditor’s reports concerning the Company and the Group;

resolved:

3. approval of the Financial Statements of the Company, which also include the approval of the Financial Statements of the Group;
4. any measures justified by the profit indicated by the confirmed balance sheet, as well as the date at which any possible dividend is payable to the shareholders;
5. releasing the Members of the Board of Directors and the Managing Director from liability;
6. the number of Members of the Board of Directors;
7. the remuneration of the Chairman, Vice Chairman and other members of the Board of Directors as well as the Auditor;
8. any other matters submitted to the General Meeting by the Board of Directors, Auditor or shareholders sufficiently in advance so that the matter can be included in the notice convening the meeting; and
9. any other matters specified in the notice convening the meeting; and

elected:

10. the Chairman, Vice Chairman and other necessary members of the Board of Directors; and
11. Auditor.