Notice of annual general meeting in Aino Health AB (publ)
April 20, 2020
N.B. English translation is for convenience purposes only
The shareholders in Aino Health AB (publ), reg. no. 559063-5073 (the “Company”) are hereby convened to the annual general meeting on Monday 18 May 2020 at 17.00 at the Company’s office at Skeppargatan 8, level two, Stockholm.
To reduce the risk of the spread of COVID-19 (the corona virus), no food or drink will be served at the annual general meeting and the number of non-shareholders present will be limited. Shareholders with cold-like or flu-like symptoms, including mild symptoms, are asked to participate via proxy. Shareholders belonging to a risk group are also invited to participate via proxy instead of in person. The Company closely monitors the situation regarding the COVID-19 outbreak and will post information on the Company’s website (www.ainohealth.com) if further measures are deemed necessary.
Right to participate at the general meeting
Shareholders who wish to attend the general meeting must:
- on Tuesday 12 May 2020 be registered in the share register kept by Euroclear Sweden AB; and
- notify his or her intention to attend the general meeting by mail to Aino Health AB (publ), Skeppargatan 8, 114 52 Stockholm stating “annual general meeting”, or by telephone +46 (0)107 888 600, or by e-mail to saxelin@ainohealth.com at the latest on Tuesday 12 May 2020, preferably before 15.00.
Such notification shall include the shareholder’s name, personal identification number or corporate registration number (or similar) and preferably address and daytime telephone number, number of shares, details on advisors (no more than two), if any, and where applicable, details of representatives or proxies.
Nominee-registered shares
To be entitled to participate in the general meeting, shareholders whose shares are registered in the name of a nominee must temporarily re-register their shares in their own names in the share register maintained by Euroclear Sweden AB in order to be entitled to attend the general meeting. Such registration must be duly effected in the share register on Tuesday 12 May 2020 and the shareholders must therefore advise their nominees well in advance of such date.
Proxy
Shareholders represented by proxy must submit a dated power of attorney. If the power of attorney is executed by a legal person, a certified copy of the certificate of registration or equivalent must be attached. The power of attorney may not be valid for a period longer than five years from its issuance. The original power of attorney and certificate of registration should be submitted to the Company by post at the address mentioned above in due time prior to the general meeting. The company provides power of attorney forms upon request and this is also available on the Company’s website www.ainohealth.com.
Proposed agenda
- Opening of the general meeting and election of chairman of the general meeting
- Preparation and approval of the voting list
- Election of one or two persons to verify the minutes
- Determination as to whether the meeting has been duly convened
- Approval of the agenda
- Presentation of the annual report and the auditor’s report and the consolidated financial statements and the auditor’s report on the consolidated financial statements
- Resolutions on
a) the adoption of the income statement and the balance sheet, and of the consolidated income statement and the consolidated balance sheet;
b) allocation of the Company’s result according to the adopted balance sheet; and
c) discharge from liability for each of the members of the board of directors and the managing director. - Determination of the number of members of the board of directors and deputy members of the board of directors.
- Determination of remuneration to the board of directors and the auditor.
- Appointment of members of the board of directors, chairman of the board of directors and deputy members of the board of directors, if any.
- Election of auditor.
- Proposal to authorise the board of directors to issue new shares, warrants and/or convertible instruments
- Closing of the general meeting.
Proposals to resolutions
Item 7b) Allocation of the Company’s result according to the adopted balance sheet
The board of directors proposes that the annual general meeting disposes over the Company’s result in accordance with the board of directors’ proposal in the annual accounts. Additionally, the board of directors proposes that no dividend is paid for the financial year 2019.
Item 8 – Determination of the number of ordinary members of the board of directors and the number of deputy members of the board of directors
It is proposed that the annual general meeting resolves that the number of board members shall be five without any deputies.
Item 9 – Determination of remuneration to the board of directors and the auditor
It is proposed that the remuneration to the board for the period between the annual general meeting 2020 until the annual general meeting 2021 shall be SEK 100,000 to the ordinary board members not employed by the Company and SEK 150,000 to the chairman of the board, that no remuneration shall be paid to the ordinary board members who are employed by the Company and that audit fees should be paid in accordance with approved account pursuant to customary billing terms.
Item 10 – Election of members of the board of directors, chairman of the board and deputy members of the board of directors, if any
Martin Bunge-Meyer has declined re-election as member of the board of directors. It is proposed by a larger number of shareholders Jyrki Eklund, Tanja Ilic, Daniel Koob and Klas Bonde is re-elected as members of the board of directors and that Troy Suda is elected as new member of the board of directors. It is further proposed that Tanja Ilic is re-elected as chairman of the board of directors until the end of the next annual general meeting.
Information regarding new board members
Troy Suda
Troy Suda is Chief Product Officer at Ticketmaster International. He has responsibility for defining and implementing Ticketmaster’s product strategy across after 28 different markets across Europe, Latin America, Asia, Australia & New Zealand. Troy leads a team of Product Management, Product Strategy & Design experts in UK, Sweden, Canada, Germany & Australia and is based in Ticketmaster International’s headquarters in London, UK.
He has over 15 years’ experience in product development and management, and product marketing, along with a track record of successes in the financial services, e-commerce, retail and travel environments. Troy has held a number of senior roles in high profile brands in Europe including leadership roles at Hotels.com (Expedia Inc) and Lonely Planet. Troy has also held various marketing, strategy and product development roles during a decade long tenure at Australian retailers Coles Group & Myer.
Having studied at numerous institutions across the world, Troy holds both a Bachelor of Business (Marketing) and Master of Commerce (E-Commerce) and has been educated at RMIT University (Melbourne), The University of Melbourne and Columbia Business School (New York).
Item 11 – Election of auditor
It is proposed that MAZARS SET Revisionsbyrå AB is re-elected as auditor with Helene Sjöström as auditor in charge.
Item 12 – Proposal to authorise the board of directors to issue new shares, warrants and/or convertible instruments
It is proposed that the general meeting of shareholders resolves to authorise the board of directors for the period up to the next annual meeting of shareholders to resolve, whether on one or several occasions, to increase the Company’s share capital and issue new shares, warrants and/or convertible instruments, within the limits of share capital and numbers of shares set out in the Company’s of the articles of association from time to time. The board of directors shall be authorised to adopt decisions on an issue of shares, warrants and/or convertible instruments with deviation from the shareholders’ pre-emption rights and/or an issue in kind or an issue by way of set-off or otherwise on such terms and conditions as referred to in Chapter 2, Section 5, second paragraph, points 1-3 and 5, of the Swedish Companies Act.
An issue in accordance with this authorization shall be on market conditions. The board of directors shall be authorised to decide on the terms and conditions regarding issues under this authorisation and what persons shall be entitled to subscribe for the shares, warrants and/or convertible instruments. The reason to propose that the board of directors shall be authorised to resolve on an issue with deviation from the shareholders’ pre-emption rights and that the board shall be authorised to decide on an issue in kind or an issue by way of set-off or otherwise on such terms and conditions as referred to above is that the company shall be able to issue shares, warrants and/or convertible instruments in connection with acquisitions of companies or businesses and to carry-out directed new issues in order to raise capital to the company.
It is proposed that the managing director is authorised to make such minor adjustments to this resolution that may be necessary in connection with the registration with the Swedish Companies Registration Office and Euroclear Sweden AB.
Majority requirements
Resolution under item 12 above requires, for its validity, that a minimum of at least two thirds of the votes cast and the shares represented support the resolution.
Number of shares and votes
At the time of publication of this notice, the total number of shares and votes of the Company is 15 934 979. The Company does not hold any own shares.
Information at the annual general meeting
The board of directors and the managing director shall, upon request by any shareholder and where the board of directors determines that it can be done without material harm to the Company, provide information of circumstances which may affect the assessment of a matter on the agenda, conditions that may affect the assessment of the Company’s or its subsidiary’s financial situation and the Company’s relationship with other group companies.
Documentation
The annual report and the auditor’s report, the board of director’s complete proposal under item 12 above, as well as other documents according to the Swedish Companies Act will be held available at the Company’s office (Skeppargatan 8 i Stockholm) and at the Company’s website (www.ainohealth.com) no later than 20 April 2020. The documents will also be sent, without charge, to shareholders who so request and inform the Company of their postal address. The documents will also be available and presented at the general meeting.
Stockholm in April 2020
Aino Health AB (publ)
The board of directors
This information is information that Aino Health AB (publ) is obliged to make public pursuant to the Securities Markets Act. The information was submitted for publication, through the agency of the contact person set out below, at 7.30 PM CEST on April 20, 2020.
For more information:
Jyrki Eklund, CEO Aino Health
Phone: +358 40 042 4221
Certified adviser:
Erik Penser Bank
+46 8 463 83 00
certifiedadviser@penser.se
About Aino Health (publ)
Aino Health is the leading supplier of Software as a Service solutions in Corporate Health Management. The company’s complete system of SaaS platforms and services reduces sick leave, lowers related costs, and improves business results through increased productivity and employee engagement by making health, wellbeing, and safety an integrated part of everyday work. For more information visit ainohealth.com.