Decisions taken by Aiforia Technologies Plc's Annual General Meeting and Board of Directors
Aiforia Technologies Plc, Company Release, 5 April 2022 at 5:00 p.m. EEST. Aiforia Technologies Plc's ("Aiforia") Annual General Meeting was held today 5 April 2022 in Helsinki. The Annual General Meeting adopted the financial statements for the financial year 2021 and discharged the members of the Board of Directors as well as the CEO from liability for the financial year 2021. Furthermore, the Annual General Meeting made the following decisions.
Profit / loss for the financial year
The Annual General Meeting resolved that no dividend will be paid for the financial year 1 January 2021–31 December 2021 and that the loss for the financial year shall be entered in the compilation of loss.
Remuneration of the members of the Board of Directors
The Annual General Meeting resolved that the remuneration of the Board of Directors shall be as follows:
The remuneration payable to the members of the Board of Directors shall be EUR 20,000 annually for each member of the Board except for the Chairman of the Board who shall be paid EUR 40,000 annually. In addition, if the Board of Directors chooses to elect a Vice Chairman of the Board from among its members, he or she shall be paid EUR 25,000 annually.
The Chairman of the Audit Committee shall be paid a fixed annual remuneration of EUR 4,000 and each member of the Audit Committee a fixed annual remuneration of EUR 2,000.
The Chairman of the Remuneration Committee shall be paid a fixed annual remuneration of EUR 4,000 and each member of the Remuneration Committee a fixed annual remuneration of EUR 2,000.
Moreover, the Annual General Meeting resolved that board members are reimbursed reasonable travel expenses related to the duties of the Board of Directors.
Composition of the Board of Directors
The Annual General Meeting resolved that the number of members of the Board of Directors shall be five (5). The following current members of the Board of Directors were re-elected as members of the Board of Directors: Pekka Mattila, Johan Lundin and John Sweeney. Maria Fe Paz de Paz and Jerry Jian Hong were elected as new members of the Board of Directors. The term of office of all members of the Board of Directors will expire at the end of the Annual General Meeting 2023.
Remuneration and election of the auditor
The Annual General Meeting resolved that the auditor shall be paid reasonable remuneration in accordance with the invoice approved by the company. The Annual General Meeting reappointed the firm of authorised public accountants PricewaterhouseCoopers Oy, which has appointed APA Martin Grandell as responsible auditor, as the auditor of the company for a term ending at the end of the next Annual General Meeting.
Authorisation of the Board of Directors to decide on the issuance of shares
The Annual General Meeting authorised the Board of Directors to decide on the issuance of shares as follows:
The shares issued under the authorisation may be new shares or treasury shares. Under the authorisation, a maximum of 2,577,000 shares, which corresponds to approximately 10 per cent of all of the company's issued and outstanding shares at the time of the decision, may be issued. The shares may be issued in one or more tranches.
Under the authorisation, the Board of Directors may resolve upon issuing new shares to the Company itself. However, the Company, together with its subsidiaries, may not at any time hold more than 10 per cent of all its registered shares.
The Board of Directors is authorised to resolve on all terms of the share issue. The Board of Directors is authorised to resolve on a directed share issue in deviation from the shareholders' pre-emptive rights, provided that there is a weighty financial reason for the company to do so.
The authorisation will cancel the previous share issue authorisation granted to the Board of Directors by unanimous resolution of the shareholders on 14 May 2021 and amended by unanimous resolution of the shareholders on 20 September 2021. However, the proposed authorisation does not invalidate any earlier authorisations entitling the Board of Directors to decide on issues of special rights entitling to shares.
The authorisation is valid until the close of next Annual General Meeting, however no longer than until 30 June 2023.
Authorisation of the Board of Directors to decide on issuing option rights and other special rights entitling to shares
The Annual General Meeting authorised the Board of Directors to decide on issuing option rights and other special rights entitling to shares pursuant to chapter 10 of the Companies Act as follows:
Under the authorisation, option rights and other special rights entitling to a maximum of 1,400,000 shares can be issued. The option rights and other special rights entitling to shares can be issued in one or more tranches.
The Board of Directors is authorised to resolve on all terms for the issuance of the special rights entitling to shares. The Board of Directors is authorised to resolve on a directed issue of the special rights entitling to shares in deviation from the shareholders' pre-emptive right, provided that there is a weighty financial reason for the company to do so.
The authorisation does not invalidate any earlier authorisations entitling the board of directors to decide on issues of special rights entitling to shares.
The authorisation is valid until the close of next Annual General Meeting, however no longer than until 30 June 2023.
The minutes of the Annual General Meeting
The minutes of the Annual General Meeting will be available on the company's website at http://investors.aiforia.com/annual-general-meeting no later than 19 April 2022.
Constitutive meeting of the Board of Directors
In its constitutive meeting held after the Annual General Meeting, the Board of Directors elected Pekka Mattila from among its members to serve as the Chairman.
Pursuant to the Board of Directors' assessment all members of the Board of Directors are independent of Aiforia and its significant shareholders, with the exception of Johan Lundin, who is assessed not to be independent of Aiforia, John Sweeney who is assessed not to be independent of Aiforia's major shareholder Shandon Diagnostics Limited and Jerry Jiang Hong, who is assessed not to be independent of Aiforia's major shareholder Ascend Tapio S.a.r.l.
In addition, the Board of Directors elected from among its members the following members to the Audit Committee and the Remuneration Committee:
Audit Committee: Pekka Mattila Chair, Jerry Jian Hong and Maria Fe Paz de Paz.
Remuneration Committee: Pekka Mattila Chair, Johan Lundin and John Sweeney.
Further enquiries
Jukka Tapaninen, CEO, Aiforia Technologies Plc, tel. +33610416686
Veli-Matti Parkkonen, CFO, Aiforia Technologies Plc, tel. +358405009878
Certified adviser
UB Securities Ltd, tel. +358405886769
About Aiforia
Aiforia equips pathologists and scientists in preclinical and clinical labs with powerful deep learning artificial intelligence software for translating images into discoveries, decisions, and diagnoses. The cloud based Aiforia products and services aim to escalate the efficiency and precision of medical image analysis beyond current capabilities, across a variety of fields from oncology to neuroscience and more. Find out more: www.aiforia.com.