Notice to the Annual General Meeting of Aiforia Technologies Plc
Aiforia Technologies Plc, Company release, 2 March 2023 at 09:30 a.m. EET. The shareholders of Aiforia Technologies Plc are invited to the General Meeting to be held on 30 March 2023 at 10 a.m. EEST at Eliel-studio in Sanomatalo, Töölönlahdenkatu 2, Helsinki.
The reception of shareholders who have registered for the meeting and distribution of ballot papers will start on 30 March 2023 at 9:30 a.m. at the meeting venue.
The meeting is held as a hybrid meeting in accordance with Chapter 5, Section 16 (2) of the Finnish Limited Liability Companies Act. As an alternative to attending the General Meeting at the meeting venue, shareholders can also exercise their rights fully during the meeting remotely. Instructions for remote participation are set out in Part C of this Notice of General Meeting.
Shareholders can also exercise their voting rights by voting in advance. Instructions for advance voting are set out in Section C of this Notice of General Meeting.
Prior to the meeting, shareholders may also submit written questions referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act on matters to be discussed at the meeting. Instructions on how to submit written questions are set out in Section C of this Notice of General Meeting.
A. Matters to be discussed at the General Meeting
The General Meeting will discuss the following matters:
1. Opening the meeting
2. Matters of order for the meeting
3. Election of the persons to scrutinize the minutes and to supervise the counting of votes
4. Recording the legal convening of the meeting and quorum
5. Establishment of the persons present and confirmation of the voting list
6. Presentation of the financial statements, annual report and auditor's report for 2022
Presentation of the CEO's review.
As of March 9, 2023, the financial statements, the annual report and the auditor's report are available on the Company's website at https://investors.aiforia.com/.
7. Adoption of the Financial Statements
The Board of Directors proposes to the General Meeting that the financial statements for 2022 be approved as presented.
8. Resolution on the use of the profit shown on the Balance Sheet and the distribution of dividend
The Board of Directors’ proposal on the processing of profit/loss appears in the financial statements.
9. Resolution on the discharge of the members of the Board of Directors and CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
The Board of Directors proposes to the General Meeting 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. The proposed remuneration is the same as last year. 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 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 EUR 2,000.
Moreover, board members are also reimbursed reasonable travel expenses related to the duties of the Board of Directors.
11. Resolution on the number of the members of the Board of Directors
The Board of directors proposes to the General Meeting that the number of ordinary members of the Board of Directors shall be five (5).
12. Election of members of the Board of Directors
The Board of Directors proposes that of the current ordinary members of the Board of Directors, Pekka Mattila, Johan Lundin, Maria Fe Paz de Paz and Jerry Jian Hong, shall be re-elected as members of the Board of Directors, and that Steven Lynum shall be elected as a new ordinary board member. Brief presentation of the new board member is available at: https://investors.aiforia.com/annual-general-meeting.
13. Resolution on the remuneration of the auditor
The Board of Directors proposes that the auditor be paid reasonable remuneration in accordance with the invoice approved by the Company.
14. Election of the auditor
The Board of Directors proposes that the firm of authorizedx public accountants PricewaterhouseCoopers Oy, which has appointed APA Martin Grandell as responsible auditor, be reappointed as auditor to serve for a term ending at the end of the next General Meeting. The auditor proposed herein has given its consent for the election.
15. Board of Directors’ proposal to amend articles of association to enable remote meetings
The Board of DIrectors proposes the General Meeting to add the following new article to the Company’s articles of association to enable holding a General Meeting completely without a meeting venue, i.e. as a so-called remote meeting:
11 ORGANIZATION OF GENERAL MEETING
The Board of Directors may decide to hold a General Meeting without a venue so that the shareholders use their decision-making powers during the meeting fully and in an up-to-date manner through a telecommunication link and technical tool (remote meeting).
In addition, the numbering of the earlier article 11 will be changed to article 12.
16. Board of Directors’ proposal to amend articles of association by adding redemption obligation clause
The Board of Directors proposes the General Meeting to add the following new article to the Company’s articles of association in order to prevent the concentration of control to a single shareholder or a few shareholders:
13 REDEMPTION OBLIGATION
A shareholder whose holding of the total shares of the Company, either alone or together with other shareholders in a way defined hereinafter, reaches or exceeds 30% or 50% (shareholder with obligation to redeem) shall at the request of other shareholders (shareholders entitled to redemption) be obliged to redeem their shares and securities which entitle to shares under the Companies Act, as provided later on in this section.
In calculating the shareholder’s holding of the Company’s shares, those shares shall also be counted that belong to a) an entity which under the Finnish Companies Act belongs to the same group of companies as the shareholder, b) a company that, at the time of drawing up consolidated final accounts under the Accounting Act, is considered to belong to the same group of companies as the shareholder, c) pension foundations or pension funds of the entities or companies referred to above and d) such non-Finnish entity or company which, if it were Finnish, would belong to the same group of companies as the shareholder in the manner referred to above.
If a redemption obligation arises on the basis of an aggregate of holdings, the shareholders with obligation to redeem will be jointly and severally responsible for the implementation of the redemption with respect to the shareholders entitled to redemption.
In such a case the redemption claim shall be considered to be directed to all shareholders with obligation to redeem, even if this has not been explicitly expressed.
Should two or more shareholders reach or exceed the limit of holding that constitutes the redemption obligation, in such a manner that they are both under the redemption obligation at the same time, the shareholder entitled to redemption may demand redemption from each of them separately.
The redemption obligation does not apply to those shares or to those securities which entitle to shares that the shareholder entitled to redemption has acquired after the redemption obligation has arisen.
The redemption price of shares shall be the higher of the following:
1. The volume weighted average of the public trading rates of the share during the last three (3) months preceding the date on which a) the Company received a notification from the shareholder with obligation to redeem that the aforementioned limit of holding has been reached or exceeded or b), in case the said notification has not been made or received within the time limit, the Company’s Board of Directors has otherwise been informed of the matter.
2. The highest price that the shareholder with obligation to redeem has paid for the shares they have acquired or otherwise received during the last six (6) months preceding the date referred to in item 1 above.
Should any transaction affecting the average rate be denominated in a currency other than EUR, its counter-value will be calculated in EUR by applying the rate confirmed by the European Central Bank for the currency in question seven (7) days prior to the date on which the Board of Directors notifies the shareholders of the possibility of the redemption of shares.
What has been stated above on the determination of a redemption price for shares will also be applied to other securities falling subject to redemption.
A shareholder with obligation to redeem shall, within seven (7) days of the day on which the redemption obligation has arisen, notify the Company’s Board of Directors of this in writing to the Company’s address. The notification shall include information on the total number of shares held by the shareholder with obligation to redeem, and on the number and prices of the shares acquired or otherwise received by the shareholder with obligation to redeem during the last twelve (12) months. The notification shall also include an address at which the shareholder with obligation to redeem can be reached.
The Board of Directors shall inform the shareholders of the fact that a redemption obligation has arisen within 45 days of the date on which a) the Board of Directors received the aforementioned notification or b), in case the said notification has not been made or received within the time limit, the Board of Directors has otherwise been informed of the arising of the redemption obligation. The notification shall include information on the time when the redemption obligation has arisen and on the basis for determining the redemption price to the extent they are known to the Board of Directors, and the day on which the claim for redemption must be made at the latest. The notification to shareholders shall be given observing the stipulations on the delivery of a meeting invitation in section 10 of the Articles of Association.
A shareholder entitled to redemption must claim for redemption in writing within 30 days of the notice by the Board of Directors regarding the redemption obligation. A claim for redemption submitted to the Company shall include the number of shares and other securities to which the claim applies. The shareholder claiming redemption shall concurrently provide the Company with any share certificates or other documents entitling to the shares, to be surrendered against the redemption price to the shareholder with obligation to redeem.
If the claim for the redemption of shares has not been submitted within the time limit and in the manner specified above, the shareholder’s right to claim for redemption shall lapse with respect to the redemption situation in question. A shareholder entitled to redemption has the right to cancel their claim as long as the redemption has not taken place.
After the time limit reserved for the shareholders entitled to redemption has expired, the Board of Directors shall inform the shareholder with obligation to redeem of the claims for redemption submitted. Within 14 days of receiving the information on the claims for redemption, the shareholder with obligation to redeem shall remit the redemption price in the manner determined by the Company against the surrender of shares and securities entitling to shares or, if the shares to be redeemed have been entered in the book-entry securities accounts of the shareholders in question, against a receipt issued by the Company. In this case the Company shall see to it that the redeemed shares will be promptly registered on the book-entry securities account of the shareholder with obligation to redeem.
The redemption price that has not been paid on time will be subject to penalty interest at an annual rate of 20%, starting from the date on which the redemption should have been made at the latest. If the shareholder with obligation to redeem has also failed to observe what has been prescribed above on the obligation to notify, the penalty interest will be calculated as from the day on which the obligation to notify should have been fulfilled at the latest.
The redemption obligation referred to in this section shall not apply to a shareholder who can show that the limit of holding constituting the redemption obligation was reached or exceeded before the registration of this section of the Articles of Association in the Trade Register.
If the shareholder with obligation to redeem fails to comply with the redemption obligation above, the shareholder with obligation to redeem is entitled to exercise only such portion of the votes attached to their shares that does not reach or exceed the lowest limit of holding constituting the redemption obligation, i.e. the 30% portion.
A resolution by a General Meeting to amend or delete stipulations in this section of the Articles of Association will be valid and enforceable only if voted for by shareholders holding at least 66,67% of votes given, and shares represented in, the General Meeting.
Any disputes concerning the aforementioned redemption obligation, the related right to claim redemption, or the amount of redemption price, shall be submitted to arbitration in the Company’s domicile as prescribed in the Arbitration Proceedings Act (967/92). The laws of Finland shall be observed in the arbitration.
17. Authorization of the Board of Directors to decide on the issuance of shares
The Board of Directors proposes that the General Meeting of shareholders authorize the Board of Directors to decide on the issuance of shares as follows:
The shares issued under the authorization may be new shares or treasury shares. Under the authorization, a maximum of 2,588,000 shares, which corresponds to approximately 10 per cent of all of the shares currently issued and outstanding, may be issued. The shares may be issued in one or more tranches.
Under the authorization, 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 authorized to resolve on all terms of the share issue. The Board of Directors is authorized to resolve on a directed share issue in deviation from the shareholders' preemptive rights, provided that there is a weighty financial reason for the Company to do so.
The authorization will cancel the previous share issue authorization granted to the Board of Directors. However, the proposed authorization does not invalidate any earlier authorizations entitling the Board of Directors to decide on issues of special rights entitling to shares.
The authorization is valid until the close of the next General Meeting, however no longer than until 30 June 2024.
18. Authorization of the Board of Directors to decide on issuing option rights and other special rights entitling to shares
The Board of Directors proposes that the General Meeting authorize the Board of Directors to decide on the issuance of option rights and other special rights entitling to shares, pursuant to Chapter 10 of the Companies Act as follows:
Under the authorization, option rights and other special rights entitling to a maximum of 500,000 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 authorized to resolve on all terms for the issuance of the special rights entitling to shares. The Board of Directors is authorized to resolve on a directed issue of the special rights entitling to shares in deviation from the shareholders' preemptive right, provided that there is a weighty financial reason for the Company to do so.
The proposed authorization invalidates any earlier authorizations entitling the Board of Directors to decide on issues of special rights entitling to shares. However, the proposed authorization does not invalidate any earlier authorizations entitling the Board of Directors to decide on share issue.
The authorization is valid until the close of the next General Meeting, however no longer than until 30 June 2024.
19. Closing the meeting
B. Documents of the General Meeting
The above-mentioned proposals for resolutions on the agenda of the General Meeting and this notice are available on Aiforia Technologies Plc's website at https://investors.aiforia.com/annual-general-meeting. Aiforia Technologies Plc's Financial Statements, Board of Directors’ report and Auditor's Report will be available on said website by 9 March 2023. The proposed resolutions and other documents mentioned above will also be available for inspection at the General Meeting.
The minutes of the General Meeting will be available on the above-mentioned website from 6 April 2023 onwards.
C. Instructions for meeting participants
1. Shareholder registered in the shareholders' register
Shareholders who are registered in the shareholders' register of Euroclear Finland Oy on the record date of the General Meeting 20 March 2023 are entitled to participate in the General Meeting. A shareholder whose shares in the Company are registered in his/her personal Finnish book-entry account is registered in the Company's shareholders' register.
Registration for the General Meeting starts on 3 March. A shareholder entered in the Company's shareholders' register who wishes to attend the General Meeting must register no later than 23 March 2023 at 4:00 p.m. EET, by which time the registration must be received. You can register for the General Meeting:
a) via the Company's website at https://investors.aiforia.com/annual-general-meeting. Electronic registration requires strong identification of the shareholder or his/her legal representative or proxy with a Finnish or Swedish bank ID or mobile certificate.
b) by e-mail or mail. Shareholders registering by mail or e-mail shall submit the registration form and advance voting form available on the Company's website https://investors.aiforia.com/annual-general-meeting or equivalent information to Innovatics Oy by mail to Innovatics Oy, General Meeting / Aiforia Technologies Plc, Ratamestarinkatu 13 A, 00520 Helsinki or by e-mail to agm@innovatics.fi.
When registering, the shareholder must provide the requested information, such as the shareholder's name, date of birth or business ID, contact details, the name and date of birth of any assistant or proxy and whether the shareholder or his/her proxy will attend the General Meeting in person or remotely. The personal data provided by shareholders to Aiforia Technologies Plc will only be used in connection with the General Meeting and the processing of the necessary registrations related thereto.
The shareholder, his/her representative or proxy must be able to prove his/her identity and/or right of representation at the meeting if necessary.
Further information on registration and advance voting is available by telephone during the registration period of the General Meeting by calling Innovatics Oy at +358 10 2818 909 on weekdays from 9.00 a.m. to 12.00 p.m. and from 13.00 p.m. to 16.00 p.m.
2. Holder of nominee-registered shares
A holder of nominee-registered shares is entitled to participate in the General Meeting on the basis of the shares which would entitle him/her to be entered in the shareholders' register kept by Euroclear Finland Oy on the record date for the General Meeting 20 March 2023. Participation also requires that the shareholder is temporarily registered in the shareholders' register held by Euroclear Finland Oy by 27 March 2023, unless an exemption is granted, by 10.00 a.m. EEST at the latest. In the case of nominee-registered shares, this is considered as registration for the General Meeting. Changes in the shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the shareholder's voting rights.
The holder of nominee-registered shares is advised to request well in advance the necessary instructions from his/her custodian bank regarding temporary registration in the register of shareholders, the issuing of proxies and voting instructions, registration and attendance at the General Meeting and advance voting. The account manager of the custodian bank shall register the holder of nominee-registered shares who wishes to attend the General Meeting temporarily in the register of shareholders of the Company by the aforementioned date and time at the latest and, if necessary, arrange for advance voting on behalf of the holder of nominee-registered shares before the end of the registration period for holders of nominee-registered shares. Further information is also available on the Company's website at https://investors.aiforia.com/annual-general-meeting.
3. Proxy representatives and powers of attorney
A shareholder may attend the General Meeting and exercise his/her rights there through a proxy representative. A shareholder's proxy may also elect to vote in advance as described in this notice if he/she so wishes. The proxy representative must authenticate to the electronic registration service and advance voting personally with strong authentication, after which he/she will be able to register and vote in advance on behalf of the shareholder that he/she represents. The shareholder's proxy must present a dated proxy documents, or otherwise in a reliable manner prove that he/she is entitled to represent the shareholder at the General Meeting. You can prove your right to representation by using the suomi.fi e-Authorizations service available in the electronic registration service.
Model proxy documents and voting instructions are available on the Company's website https://investors.aiforia.com/annual-general-meeting. If a shareholder participates in the General Meeting through several proxies representing the shareholder with shares held in different securities accounts, the shares on the basis of which each proxy represents the shareholder shall be identified in connection with the registration.
Any proxy documents are requested to be submitted preferably as an attachment with the electronic registration or alternatively by mail to Innovatics Oy, General Meeting / Aiforia Technologies Plc, Ratamestarinkatu 13 A, 00520 Helsinki or by e-mail to agm@innovatics.fi before the end of the registration period. In addition to submitting the proxy documents, the shareholder or his/her proxy shall register for the General Meeting in the manner described above in this notice.
4. Remote participation in the meeting
A shareholder entitled to attend a General Meeting may participate in the meeting and exercise his/her rights fully during the meeting not only by attending at the meeting venue but also by remote access.
A shareholder's or proxy's notice of remote participation in the General Meeting is binding, and the shareholder or proxy has no right to change the method of participation or to attend the meeting at the place of the meeting after the registration period has expired. However, notification by a shareholder's proxy of participation by remote access shall not restrict the right of other shareholder's proxies to attend the meeting at the place of the meeting.
A shareholder or proxy who has registered to attend the General Meeting at the meeting venue may change his/her participation to remote participation. There is no need to notify the Company of the change separately. Remote participation takes place via a remote participation link sent to the telephone number and/or e-mail address provided when registering for the General Meeting.
Remote access to the General Meeting will be provided through Inderes Plc's general meeting service on the Videosync platform, which includes video and audio access to the General Meeting. Remote access does not require any paid software or downloads. In addition to an internet connection, participation requires a computer, smartphone or tablet with speakers or headphones for sound and a microphone if you want to speak. One of the following browsers is recommended for participation: Chrome, Firefox, Edge, Safari, or Opera. It is advisable to log in to the meeting system well in advance of the meeting.
The participation link and password for remote participation will be sent by e-mail and/or SMS to the e-mail address and/or mobile phone number provided at the time of registration to all those who have registered for the General Meeting no later than the day before the General Meeting. Thus, advance voters and shareholders who have registered to attend the General Meeting at the venue may also participate in the General Meeting remotely via telecommunication if they so wish. The votes cast by advance voters will be taken into account in the decision of the General Meeting, regardless of whether they participate in the General Meeting remotely or not. If they participate remotely, they will be able to change their advance votes during the meeting if they so wish, should a vote take place.
For more information on the general meeting service, additional instructions for proxies representing more than one shareholder, contact details of the service provider and instructions in case of possible disruptions can be found here: https://videosync.notion.site/Ohjeita-et-n-osallistuville-osakeomistajille-Inderes-Yhti-kokousratkaisut-ae488811332e49c2b4c990ab62148d53. A link to test the compatibility of your computer, smartphone or tablet with the network connection, please visit https://flik.videosync.fi/katsoja-testi. It is recommended that you read the detailed participation instructions before the meeting.
5. Advance voting
A shareholder whose shares in the Company are registered in his/her personal Finnish book-entry account may vote in advance between 3 March 2023 and 23 March 2023 on items 7–18 on the agenda of the General Meeting. Advance voting closes at 4:00 p.m. EET on 23 March 2023.
a) via the Company's website at https://investors.aiforia.com/annual-general-meeting. Login to the service is done in the same way as for registration in section C.1 of this notice.
b) by mail or by e-mail by submitting the advance voting form available on the Company's website or equivalent information to Innovatics Oy at Innovatics Oy, General Meeting / Aiforia Technologies Plc, Ratamestarinkatu 13 A, 00520 Helsinki, Finland or by e-mail at agm@innovatics.fi. Advance votes must be received by the time the advance voting ends. In addition to advance voting, the shareholder shall ensure registration for the General Meeting before the end of the registration period.
With respect to nominee registered shareholders, the advance voting is carried out by the account manager. The account manager may vote in advance on behalf of the holders of nominee-registered shares whom he/she represents in accordance with the voting instructions given by them during the registration period set for the nominee-registered shares.
Proposals for resolution that are subject to advance voting are deemed to have been made at the General Meeting without any changes. The conditions and other instructions for electronic advance voting are available on the Company's website at https://investors.aiforia.com/annual-general-meeting.
6. Other instructions/information
The meeting language is Finnish.
Shareholders present at the General Meeting have the right to ask questions about the matters discussed at the meeting in accordance with Chapter 5, Section 25 of the Finnish Limited Liability Companies Act. Shareholders may exercise their right to ask questions during the meeting also in writing. The General Meeting may, under the conditions provided for in Chapter 5, Section 25a of the Finnish Limited Liability Companies Act, decide on the principles by which questions submitted in writing may be combined and edited. Until 23 March 2023, shareholders may also submit questions on the matters to be discussed at the meeting in accordance with Chapter 5, Section 25 of the Finnish Limited Liability Companies Act by electronic registration or, alternatively, by e-mail to ir@aiforia.com. The management of the Company will answer such questions submitted in writing in advance at the General Meeting.
Changes in the shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the shareholder's voting rights.
On the date of the Notice of General Meeting, Aiforia Technologies Plc has a total of 25,882,016 shares representing equal amount of votes. The Company does not hold any treasury shares.
Helsinki 2 March 2023
AIFORIA TECHNOLOGIES PLC
BOARD OF DIRECTORS
Further inquiries
Veli-Matti Parkkonen, CFO, Aiforia Technologies Plc, tel. +358405009878 https://investors.aiforia.com/
Certified Adviser
UB Securities Ltd, tel. +358 9 25 380 225
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 at www.aiforia.com