Articles of Association

Unofficial translation of the Finnish Articles of Association, in case of any discrepancy between this translation and the Finnish Articles of Association, the Finnish wording shall prevail.

the Articles of Associations have been registered 12 June 2014 and is published below in its entirety. Article 15 of the Articles of Association contains a redemption clause.

ARTICLES OF ASSOCIATION OF FINGRID OYJ

I BUSINESS NAME, REGISTERED OFFICE AND FIELD OF BUSINESS OF THE COMPANY

Article 1

The business name of the company is Fingrid Oyj. The company's registered office is Helsinki.

Article 2

The company's business comprises main grid operations referred to in the Electricity Market Act and taking care of the related system responsibility related to it. In addition, the company's business can comprise other business activities related closely to these.

II SHARE CAPITAL AND SHARES

 

Article 3

The minimum share capital of the company is fifty-five million nine hundred thousand euros (EUR 55,900,000) and the maximum share capital is two hundred and twenty-three million six hundred thousand euros (EUR 223,600,000), within which limits the share capital may be increased or decreased without amending the Articles of Association.

The shares of the company are divided into series A-shares and series B-shares. Shares in the different series have different rights as stipulated in these Articles of Association.
The minimum number of series A-shares is two thousand and seventy-eight (2,078) and their maximum number is eight thousand three hundred and twelve (8,312). The minimum number of series B-shares is one thousand two hundred and forty-seven (1,247) and their maximum number is four thousand nine hundred and eighty-eight (4,988), however, so that the maximum total number of series A-shares and series B-shares is thirteen thousand three hundred (13,300).

Amending this provision of the Articles of Association requires that ¾ qualified majority of all series B-shares and 2/3 qualified majority of all shareholders of series B-shares support the decision.

Article 4

Shares have no nominal value.

Amending this provision of the Articles of Association requires that ¾ qualified majority of all series B-shares and 2/3 qualified majority of all shareholders of series B-shares support the decision.

Article 5

Series A-shares confer three (3) votes each in a general meeting and series B-shares confer one (1) vote each. When electing members of the Board of Directors, series A-share confers ten (10) votes each in a general meeting and series B-share confers one (1) vote each.

From each dividend decided to be distributed, eighty-two (82) per cent shall be distributed to all series A-shares and eighteen (18) per cent to all series B-shares, however, in way that at first twenty (20) million euros of the dividend decided to be distributed from each accounting period shall be distributed to series B-shares. If the aforementioned minimum amount of twenty (20) million euros per accounting period is not distributed (in whole or partially) to series B-shares from an accounting period, series B-shares shall carry the right to receive the undistributed minimum amount in question (or a cumulative accrual of the said undistributed minimum amounts per accounting periods) in connection with the next distribution of dividend, prospective payment of proportional shares or other distribution of assets before other dividend or distribution of assets until the undistributed minimum amount has in its entirety been distributed to series B shares.

If the company increases its share capital by issuing new shares, it shall be specified in the terms and conditions applied to the increase in share capital, to how large proportion of the dividend to be paid for the current accounting period the new shares potentially entitle to.

The dividend decided to be distributed shall be paid to the bank account specified by a shareholder on the third banking day following the general meeting.

Amending this provision of the Articles of Association requires that ¾ qualified majority of all series B-shares and 2/3 qualified majority of all shareholders of series B-shares support the decision.

III MANAGEMENT OF COMPANY

Article 6

The Board of Directors elected by the general meeting shall take care of the administration and the appropriate arrangement of operations of the company. The Board of Directors shall consist of five (5) members at most.

A Board member's term of office expires at the closing of the next annual general meeting following his election.

The general meeting elects one Board member to serve as the Chairman of the Board and one member to serve as the Vice Chairman of the Board. The Board of Directors is convened by the Chairman or the Vice Chairman.

The B series shareholders are entitled to choose one member of the Board by resolving upon it through simple majority of the series B-shares they hold. Amending this provision of the Articles of Association requires that ¾ qualified majority of all series B-shares and 2/3 qualified majority of all owners of series B-shares support the decision.

The Board members (excluding the Board member chosen by the series B shareholders) are elected in a single election, in which each shareholder is entitled to give its votes to the candidates at its discretion, and in which the candidates who have received the most votes will be elected.

Article 7

The company has a CEO elected by the Board of Directors. The CEO shall take care of the administrative routines of the company as instructed and ordered by the Board of Directors. The company may have a deputy CEO elected by the Board of Directors.

Article 8

The Board of Directors of the company appoints a consulting Advisory Committee which serves as a link between the company, its clients and other interest groups. The Advisory Committee consists of a minimum of ten (10) and a maximum of fourteen (14) members, who represent electricity producers, transmission operators, sellers, users and others operating in the electricity market. The members of the Advisory Committee appointed by the Board of Directors have a period of office of three (3) calendar years.

The work of the Advisory Committee is governed by its rules, which are confirmed by the Board of Directors.

A Board member as well as the CEO and the deputy CEO have the right to be present at the meetings of the Advisory Committee.

IV RIGHTS OF REPRESENTATION AND PROCURATIONS

Article 9

In addition to the Board of Directors of the company, the company shall be represented by the CEO alone or by two Board members together.

Moreover, the Board of Directors may give a right of representation to persons employed by the company in a way that two such persons together or each of them separately with a Board member represent the company.

Article 10

The Board of Directors shall decide on granting of procurations. A procuration can be granted only in a way that two holders of procuration together or each of them separately with a Board member or with a person to whom the Board has given a right of representation represent the company.

V GENERAL MEETING

Article 11

The notice to the general meeting and other notifications to the shareholders shall be delivered at the earliest four (4) weeks and at the latest two (2) weeks before the meeting by sending the notice as a registered letter to each shareholders to the address entered in the shareholders' register of the company.

Article 12

The annual general meeting shall be held annually on a date determined by the Board of Directors before the end of June. At the annual shareholders' meeting the following shall be:

presented:
1. an annual accounts, comprising an income statement, a balance sheet and an annual report,

2. an auditor's report,

decided:
3. adoption of the income statement and the balance sheet,
4. using of the profit reported in the balance sheet,
5. discharging the members of the Board of Directors and the CEO and the deputy of the CEO from liability,
6. the remuneration to be paid to the members of the Board of Directors and to the auditor,
7. the amount of the members of the Board of Directors,

elected:
8. the members of the Board of Directors, and the Chairman and the Vice Chairman among them,
9. the auditor,

handled:
10. other matters separately stated in the notice of the meeting.

VI FINANCIAL STATEMENT AND AUDITORS

Article 13

The accounting period of the company is a calendar year.

Article 14

The company shall have one auditor, which shall be an auditing organization approved by the Finnish Chamber of Commerce. The auditor's term of office expires at the closing of the next annual general meeting following its election.

VII REDEMPTION OF SHARES

Article 15

If a series A- or B-share of the company is transferred to a new owner, the transferor and the transferee shall notify the Board of Directors about the transfer without undue delay, and the Finnish Government (including the National Emergency Supply Agency) shall have a primary right and the other series A shareholders shall have a secondary right to redeem a share on the following terms and conditions:

1) The right of redemption applies to all transfers, including mergers and demergers as well as transfers between the shareholders. However, the right of redemption does not apply to transfer of shares, in which the transferor or the transferee is Finnish Government (including the National Emergency Supply Agency).

2) The Board of Directors of the company shall give the owners of series A-shares a service of notice about the transfer of the share to the new owner within two (2) weeks from the date of the notification made to the Board of Directors by the transferor or the transferee. The service of notice shall be given as a registered letter to the address entered in the shareholders' register of the company.

3) The service of notice shall include the names of the transferor and the transferee, the transfer date, the date on which the notification concerning the transfer of the shares was made to the Board of Directors as well as other terms and conditions of the transfer, which may be relevant when considering redemption as well as the amount of the transferred shares.

4) Owners of series A-shares shall present their demand for redemption to the Board of Directors of the company within two (2) months from the date on which the transferor or the transferee has given the Board of Directors the notification. If several owners of series A-shares present their demand for redemption within the aforementioned period of time, shall Finnish Government (including the National Emergency Supply Agency) have the right to redeem the shares. If Finnish Government does not present a demand for redemption within the aforementioned period of time, shall the redeemable shares be divided between the other series A shareholders in proportion to the number of series A-shares that they already own, and when this is not possible, by drawing lots.

5) The redemption price is the proportion of the redeemed shares of the equity in the consolidated balance sheet of the company calculated in accordance with the IFRS (International Financial Reporting Standards).

6) The redemption price shall be paid to the Board of Directors of the company within one (1) month from the end of the redemption period.

7) Any dispute concerning the amount of the redemption price shall be transferred to an outside independent financial advisor with a good reputation appointed by the company. A decision of the advisor is final and binding between the parties.

8) Any dispute concerning the right of redemption, excluding the amount of the redemption price, shall be transferred to be settled by arbitrators in the process referred to in the Finnish Arbitration Act.

This article or a reference to it shall be included in share certificates, the share register and potential temporary certificates as well as in a share issue coupon.