NOTICE OF ANNUAL GENERAL MEETING IN AINO HEALTH AB (PUBL)
The shareholders in Aino Health AB (publ), reg. no. 559063-5073 (the “Company”) are hereby convened to the annual general meeting on Wednesday 7 June 2023 at 16.00 at the Company’s office at c/o Hermelin & Friends, Kungsgatan 32, 111 35, Stockholm.
Right to participate at the general meeting
Shareholders who wish to attend the general meeting must:
- on Monday 29 May 2023 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), c/o Hermelin & Friends, Kungsgatan 32, 111 35, Stockholm stating “Annual general meeting” or by e-mail to ir@ainohealth.com at the latest on Wednesday 31 May 2023.
Such notification shall include the shareholder’s name, personal identification number or corporate registration number (or similar), 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 Wednesday 31 May 2023, 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
- the adoption of the income statement and the balance sheet, and of the consolidated income statement and the consolidated balance sheet;
- allocation of the Company’s result according to the adopted balance sheet; and
- 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 the number of auditors and deputy auditors.
- 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 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 2022.
Item 8 – Determination of the number of ordinary members of the board of directors and the number of auditors and deputy auditors
The board of directors proposes that the annual general meeting resolves that the number of board members shall be six without any deputies and the number of auditors shall be one 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 2023 until the annual general meeting 2024 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
It is proposed by a subset of the major shareholders, to re-elect all of the board members Jyrki Eklund, Tanja Ilic, Daniel Koob, Klas Bonde, Troy Suda and Roland Norberg. It is further proposed that Klas Bonde shall be elected as chairman of the board.
A presentation of the proposed board members can be found at the Company’s website, www.ainohealth.com.
It is proposed that MAZARS SET Revisionsbyrå AB is re-elected as auditor with Helene Sjöström as auditor in charge.
Item 11 – 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.
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. This request by any shareholder shall be delivered in writing to the Company at the latest of ten days from the annual general meeting via mail to the address Aino Health AB, c/o Hermelin & Friends Kungsgatan 32, 111 35 Stockholm (mark the envelope with “Annual general meeting” or via e-mail to the e-mail address ir@ainohealth.com. The information will be available at the Company’s website www.ainohealth.com and at the Company’s office with address Aino Health AB, c/o Hermelin & Friends Kungsgatan 32, 111 35 Stockholm at the latest of five days before the annual general meeting. The information can also be sent to a shareholder who so request and inform the Company of their postal address.
Majority requirements
Resolution under item 11 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 42 285 771. The Company does not hold any own shares. The information refers to the numbers at the time of issuing the notice.
Documentation
The annual report and the auditor’s report, complete proposals as well as other documents according to the Swedish Companies Act will be held available at the Company’s office with address Aino Health AB, c/o Hermelin & Friends Kungsgatan 32, 111 35 Stockholm and at the Company’s website (www.ainohealth.com) no later than three weeks before the annual general meeting. 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.
Processing of personal data
For information regarding the processing of personal data in connection with the annual general meeting is referred to the privacy policy that is available on Euroclear Sweden AB’s website www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Stockholm in May 2023
Aino Health AB (publ)
The board of directors
For more information:
Jyrki Eklund, vd Aino Health,
Telephone: +358 40 042 4221
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.
Certified adviser
Erik Penser Bank
For more information see: https://investors.ainohealth.com/certified-adviser/