Articles of Association - SSH Communications Security
1 § Company Name and Domicile
The name of the company is SSH Communications Security Oyj in Finnish and SSH Communications Security Corporation in English. The Company’s domicile is Helsinki, Finland.
2 § Branch of Industry
The Company is engaged in the business of developing and production of computer programs, equipment and related services, consulting, import, export, maintenance, licensing and publication for data security, communications and information technology businesses. The Company may also own, possess, buy and sell real property, securities and art.
3 § Shares
The par value of the shares is three (3) cents each, i.e. 0.03 Euros.
4 § Board of Directors
The Board of Directors shall consist of three to eight members.
The term of each member of the Board of Directors expires at the close of the first Annual General Meeting of the Shareholders following his/her election.
5 § Chief Executive Officer
The Company has a Chief Executive Officer (CEO) elected by the Board of Directors.
6 § Representation Right
The right to represent the Company is vested with the Board of Directors. In addition, the chairman of the Board of Directors and the CEO alone or two members of the Board of Directors together are authorized to represent the Company.
7 § Procuration
Any authorization for signing the Company’s name per procuration will be decided by the Board of Directors.
8 § Auditors
The Company has one primary auditor, who shall be an authorized public accountant chartered by the Finnish Central Chamber of Commerce, and one deputy auditor. Should the elected primary auditor be an audit corporation chartered by the Central Chamber of Commerce, it is not necessary to elect a deputy auditor.
The auditor’s term of office expires at the close of the first Annual General Meeting of the Shareholders following his/her election.
9 § Financial Reporting Period
The Company’s financial period shall be the calendar year, starting 1 January and ending 31 December.
10 § Invitation to General Meeting of Shareholders
The invitation to the General Meeting shall be announced to the shareholders not earlier than three (3) months and not later than three (3) weeks before the date of the Meeting by publishing it on the company´s website.
The invitation to the General Meeting shall, however, be published no less than nine (9) days before the General Meeting Record Date. The Board of Directors can also decide to publish the invitation by other means of publication.
In order to participate in the Meeting a shareholder must register for the Meeting by the date mentioned in the invitation, which date may not be more than ten days before the Meeting.
11 § Annual General Meeting of Shareholders
The Annual General Meeting of the Shareholders must be held every year within six months from the end of the financial period on a date decided by the Board of Directors.
The Annual General Meeting of Shareholders shall:
be presented with
- the financial statements of the Group and the parent company and the report by the Board of Directors the auditor’s report;
- the approval of the financial statements of the Group and the parent company
- the use of the profit shown in the adopted balance sheet
- the granting of discharge from liability to the members of the Board of Directors and the CEO
- the remuneration of the members of the Board of Directors and the auditor the number of the members of the Board of Directors;
- the members of the Board of Directors
- the auditor and, if necessary, the deputy auditor.
12 § Book-entry Securities System
The Company’s shares are incorporated in the Finnish book-entry system of securities.