Articles of Association

1 § Name and domicile

The name of the Company is Lassila & Tikanoja Oyj and in English Lassila & Tikanoja plc. The Company's domicile is Helsinki.

2 § The Company's Field of Operations

The field of operations of the Company is to practise, either directly or through subsidiaries or partnership companies, service activity and protection services belonging to the environmental management and property supervision and maintenance, as well as production and trade of products related to the above mentioned services and other related business activity. The field of operations of the Company is also the management and financing services of the Group. The Company may trade in securities and practise other investment activity.

3 § Book-entry system

The Company's shares are incorporated in the book-entry system.

4 § Board of Directors

The Board of Directors shall be responsible for the management of the Company and for the proper arrangement of the Company's operations. The Board of Directors shall consist of no less than three (3) and no more than seven (7) members elected by the General Meeting of Shareholders.

The term of the members of the Board of Directors expires at the end of the next Annual General Meeting of Shareholders following his/her election.

No person who is 70 years of age or older can be elected to the Board of Directors.

The Board of Directors elects from among its members a chairman and a vice chairman of the Board of Directors.

5 § Managing Director

The Company has a Managing Director who is elected by the Board of Directors.

6 § Auditors

The Company shall have at least one (1) auditor and at most two (2) auditors and one (1) deputy auditor. At least one of the ordinary auditors shall be an auditing firm or an individual authorised by the Central Chamber of Commerce of Finland. Should an entity authorised by the Central Chamber of Commerce become elected as auditor, no deputy auditor is elected. The term of the auditors shall be the financial year of the Company and the duties of the auditors expire at the end of the first Annual General Meeting of Shareholders following the election.

7 § Right to represent the Company

Right to represent the Company shall be vested with two members of the Board of Directors together, or the Managing Director together with a member of the Board of Directors, or a person that has been authorised by the Board of Directors to represent the Company so that such person represents the Company together either with another person authorised to represent the Company or with the Managing Director or with a member of the Board of Directors.

8 § Procuration

Granting of procurations shall be decided by the Board of Directors. Holders of procuration represent the Company each separately together with a person having right to represent the Company.

9 § Financial year

The financial year of the Company shall be the calendar year.

10 § Annual General Meeting of Shareholders

The Annual General Meeting of Shareholders shall be held annually by the end of April on the date decided by the Board of Directors. The General Meeting of Shareholders shall be held in the Company's domicile.

11 § Notice of General Meeting of Shareholders

The notice of a General Meeting of Shareholders shall be published on Company's website no earlier than two (2) months and no later than three (3) weeks prior to the General Meeting of Shareholders, however, at least nine (9) days prior to the record date of the General Meeting of Shareholders. In addition, the Company may, if so decided by the Board of Directors, within the same time publish the time and place of the General Meeting of Shareholders as well as the address of the Company's website in a newspaper.

12 § Informing of participation in General Meeting of Shareholders

In order to participate in the General Meeting of Shareholders, a shareholder must inform the Company of the participation at the latest on the date mentioned in the invitation. The date may not be earlier than ten (10) days before the General Meeting of Shareholders.

At the General Meeting of Shareholders, no shareholder may cast more than one fifth (1/5) of the total number of votes represented at the General Meeting of Shareholders.

13 § Issues at the Annual General Meeting of Shareholders

At the Annual General Meeting of Shareholders

shall be presented:

1. the financial statements and the consolidated financial statements as well as the Board of Directors' report;
2. the auditor's report;

shall be resolved on:

3. the adoption of the financial statements;
4. the use of profit shown in the balance sheet;
5. the discharge from liability to the members of the Board of Directors and to the Managing Director;
6. the remuneration of the members of the Board of Directors and the auditor;
7. the number of the members of the Board of Directors;

shall be elected:
8. the members of the Board of Directors; and
9. the auditors, and when necessary, a deputy auditor.