Next Games Corporation: Articles of Association
1 § Trade name of the company
The trade name of the company is Next Games Oyj.
The parallel trade name of the company in English is Next Games Corporation.
2 § Domicile of the company
The domicile of the company is Helsinki.
3 § Business of the company
The line of business of the company is design and production, publishing, funding and consultation and maintenance of software. The company can also own and hold shares and other securities and enter into transactions in relation thereto.
4 § The Board of Directors
The company has a Board of Directors, consisting of at least four and a maximum of six ordinary members. Further, one to six deputy members may be elected.
The term of office the members and deputy members of the Board of Directors expires at the end of the next annual general meeting following the election.
5 § Managing Director
The company has a Managing Director elected by the Board of Directors.
6 § Representation of the company
In addition to the Board of Directors, the company is represented by the chairman of the Board of Directors and the Managing Director, each alone. In addition, the Board of Directors may grant a procuration right to, or authorize a named person to represent the company.
7 § Auditor
The company has one ordinary auditor, which shall be an audit firm registered with the Auditor Register maintained by the Finnish Patent and Registration Office, and the responsible auditor of which shall be an Authorized Public Accountant. The term of office of the auditor expires at the end of the next annual general meeting following the election.
8 § General meetings
The annual general meeting is held annually on a date decided by the Board of Directors within six months from the expiry of the financial period.
An extraordinary general meeting shall be held when deemed necessary by the Board of Directors, or when requested in writing by the auditor or by shareholders representing at least one-tenth of all issued and outstanding shares for purposes of dealing with a specific matter.
9 § Notice of meeting
The notice to the general meeting shall be published on the company’s website no earlier than three (3) months and no later than three (3) weeks before prior to the meeting, however always at least nine (9) days prior to the record date of the general meeting. In addition, a shareholder wishing to addend the meeting shall register in advance in the manner and no later than on the date set out in the notice, which date may not be earlier than ten (10) days prior to the meeting
10 § Annual general meeting
At the annual general meeting, the following matters shall be presented
- the annual accounts, including profit and loss account, balance sheet and the report of the Board of Directors,
- the auditors’ report;
- adoption of the annual accounts,
- treatment of the profit or loss shown on the adopted balance sheet, and the distribution of dividends,
- discharge from liability of the members of the Board of Directors and the Managing Director,
- the number of members in the Board of Directors and the remuneration of the members of the Board of Directors and the auditor.
- the members of the Board of Directors and possible deputy members as well as
- the auditor,
- other matters included in the notice to the meeting.
11 § Financial period
The financial period of the company is the calendar year.
12 § Book-entry system
The shares of the company belong to the book-entry system.