Exhibit 1.1


(Translation from Finnish into English)

THE NATIONAL BOARD OF PATENTS                                             Page 1
AND REGISTRATION                                                      02.03.2001
Trade Register System                                           Reg. No. 769.380







                             ARTICLES OF ASSOCIATION




Register number:                  769.380

Company:                          Dynea Chemicals Oy

Handling office:                  Trade Register
                                  Arkadiankatu 6 A
                                  00100 Helsinki
                                  Telephone: 09 - 6939 500

Contents of the copy:
Articles of Association as of 2 March 2001
Period of validity: 02.03.2001 -



(Seal of The National Board of Patents and Registration)




The Law on the Right of Foreigners and Certain Collective Bodies to own and
possess real property and shares was repealed on 1 January 1993. Any provisions
in Articles of Association and in By-laws based on this Law as well as ipso jure
notes are invalid.

The information was printed out mechanically from the Trade register system.
When printed out on paper of The National Board of Patents and Registration the
document is an original even if lacking a signature.

<PAGE>
                                                         Register number 769.380
                                                                          Page 1


ARTICLES OF ASSOCIATION OF DYNEA CHEMICALS OY

Section 1 The company's business name is Dynea Chemicals Oy and its domicile is
the City of Helsinki.

Section 2 The company's branch of industry is chemical industry, technical
design, manufacture and sales as well as other business operations related to
these.

Section 3 The company's minimum capital is FIM 1,100,000,000 and its maximum
capital is FIM 4,400,000,000, within which limits the share capital may be
increased or reduced without any amendment to the company's Articles of
Association.

The par value of each share is FIM one hundred (100).

Section 4 The company's Board of Directors has between three and nine (3-9)
members.

The Board of Directors is elected by the General Meeting of Shareholders for a
term of office expiring at the end of the next Annual General Meeting of
Shareholders.

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

A member of the Board of Directors may resign or he may be dismissed from his
position during his term of office. The Board of Directors must be notified of
any premature resignation. The notification of resignation must be dated and
signed.

Section 5 The company shall have a Managing Director. The company's Board of
Directors decides on the appointment and dismissal of the Managing Director.

Section 6 A member of the Board of Directors and the Managing Director sign for
the company together, or two members of the Board of Directors sign for the
company together, as does the person or as do the persons authorised by the
Board of Directors for the purpose.

The Board of Directors may authorise one or more persons to sign for the company
by proxy.

Section 7 The shareholders exercise their right of decision in company affairs
at the General Meeting of Shareholders.

The Annual General Meeting of Shareholders is to be held each year within six
(6) months of the end of the accounting period. An Extraordinary General Meeting
of Shareholders is to be held when the Board of Directors finds it appropriate
or whenever the law requires that such a meeting be held.

The General Meeting of Shareholders is convened by the Board of Directors, which
determines the place and time for the meeting.

The notice convening a General Meeting of Shareholders is to be delivered to
each shareholder entered in the share register and in the list of shareholders
to the address stated for these by the shareholder, either by mail as a
registered letter or in some other verifiable way in writing, no more than four
(4) weeks and no less than one (1) week before the General Meeting of
Shareholders. The notice shall state the time and place of the meeting as well
as the issues on the agenda. If an issue concerns an amendment to the Articles
of Association, the main contents of the amendment shall be stated in the notice
convening the meeting.

Other notifications to the company's shareholders are to be delivered no less
than one (1) week before the fixed date in the same manner as concerning the
notice convening a General Meeting of Shareholders.

Section 8 At the Annual General Meeting of Shareholders, the following are dealt
with:

- the financial statements containing the annual report, the profit and loss
account, the balance sheet and the auditor's report on the company's accounts
and administration during the last finished accounting period;

- the explanation by the Board of Directors concerning any remarks made by the
auditors.

The following decisions are then taken:

- on confirmation of the profit and loss account and the balance sheet,

- on approval of the administration by the Board of Directors and the Managing
Director during the last accounting period and on formal approval of the actions
of the members on the Board of Directors and of the Managing Director, or on
which steps are justified by the actions of the Board of Directors or the
Managing Director,

- on measures justified by the profit or loss shown by the confirmed balance
sheet, and on the time for and manner of distribution of a dividend, if any,

- on emoluments for the members of the Board of Directors and remuneration for
the auditors,

- on the number of directors on the Board of Directors, and

- on the number of auditors.

The following are then elected:

- the directors on the Board of Directors, and deputy directors, if any, and

- the company's auditors, taking into account the provisions in Section 9 of
these Articles of Association.

The meeting then deals with any other issues mentioned in the notice convening
the meeting.

Section 9 To audit the company's accounts and administration the General Meeting
of Shareholders shall elect one (1) auditing corporation or at least one (1)
auditor and no more than two (2) auditors, and if only one (1) such auditor is
elected for the company, who is not an auditing corporation, in addition one (1)
deputy auditor. The auditing corporation or the auditor and his deputy auditor
must be an auditing corporation or an auditor approved by the Central Chamber of
Commerce or by the Chamber of Commerce.

The auditor's assignment expires at the end of the Annual General Meeting of
Shareholders following the election.

The auditor's assignment includes the accounts and administration of that
accounting period, in which he was elected, and it expires at the end of the
Annual General Meeting of Shareholders following the election.

Section 10 The company's accounts are closed annually on the 31st day of
December, and for the first time on 31 December 1999.

The financial statements must be given to the auditors for the annual audit no
less than one (1) month before the Annual General Meeting of Shareholders. The
audit is to be performed and the auditor's report given to the Board of
Directors no less than two (2) weeks before the Annual General Meeting of
Shareholders.

Section 11 Unless otherwise provided in these Articles of Association, the
provisions of the Companies Act valid at each time shall be observed.

(Seal of The National Board of Patents and Registration)


                                   I certify the above to be a true and correct
                                   translation of the original document.
                                   Helsinki, 19 March 2001


                                   Authorised translator (Act 1148/88)

<PAGE>
                               DYNEA CHEMICALS OY



         Reference is made to Exhibit 1.1 of Dynea Chemicals Oy's filing on Form
20-F with the United States Securities and Exchange Commission. I hereby
represent that the translation of the articles of association for Dynea
Chemicals Oy that is filed as Exhibit 1.1 to Dynea Chemicals Oy's annual report
on Form 20-F for the year ended December 31, 2001 is a fair and accurate
translation of Dynea's Chemicals Oy's articles of association as written in
Finnish.



                                         /s/ Filip Frankenhaeuser
                                         ------------------------------------
                                         Name: Filip Frankenhaeuser
                                         Title: Executive Vice President and
                                                Chief Financial Officer

Date: April 30, 2002