April 26, 2018
Notice of annual general meeting of aino health ab (publ)
Shareholders in Aino Health AB (publ), company reg. no. 559063-5073 ("the Company") are hereby notified of the Annual General Meeting which will be held on Thursday May 24 2018, 5.00 PM, at the Company headquarters on Skeppargatan 8, 2nd floor, in Stockholm.
Notification
Shareholders who wish to participate at the Annual General Meeting must:
- be entered in the share register maintained by Euroclear Sweden AB no later than Friday May 18 2018, and
- provide notification of attendance to the Company no later than Friday May 18 2018, preferably before 3.00 PM. Notification shall be made to the address Aino Health AB (publ), Skeppargatan 8, 114 52 Stockholm, with the indication "Annual General Meeting", or by phone +46 (0)107 888 600, or by e-mail to info@ainohealth.com.
The notification shall include the shareholder's name, personal identification number or corporate registration number (or similar), address, telephone number (business hours), registered holding of shares, information on any assistants (no more than two), and, where applicable, information on proxies or representatives.
Shares registered in the name of a trustee
A shareholder whose shares are registered in the name of a trustee must, to participate in the meeting, have the shares temporarily registered in his or her own name, in Euroclear Sweden AB's share register. Such change of the registration must be performed no later than Friday May 18 2018. This means that shareholders must, well before this day, inform their trustees of their desire for this to be done.
Representatives
Shareholders who intend to participate through a representative shall issue a current power of attorney for representatives. If the power of attorney is issued by a legal entity, a certified copy of the legal entity's certificate of registration or an equivalent document must also be enclosed. The power of attorney is valid at the most five years from the date of issuing. The power of attorney, in its original, and any certificate of registration, shall be sent by letter to the Company, at the address listed above, well before the meeting. The Company provides a power of attorney form on demand, and this form is also available on the Company's website. www.ainohealth.com.
Proposed meeting agenda
- Opening of the meeting and election of Chairman of the meeting.
- Drafting and approval of list of voters.
- Election of one or two persons to verify the minutes.
- Determination of whether the meeting has been duly convened.
- Approval of the meeting agenda.
- Presentation of the Annual Report, the Auditor's Report, the Consolidated Accounts and the Auditor's Report on the Consolidated Accounts.
- Resolutions regarding:
a) adoption of the income statement, balance sheet, consolidated income statement, and consolidated balance sheet,
b) distribution of the Company's profits in accordance with the adopted balance sheet, and
c) discharge from liability for directors and the Chief Executive Officer.
- Determination of the number of directors and board deputies.
- Determination of remuneration to the directors and auditors.
- Election of directors, Chairman of the Board and any board deputies.
- Election of auditors.
- Resolution on authorization for the Board to resolve on share issues.
- Other matters that rest upon the Annual General Meeting under the Swedish Accounts Act or the Articles of Association.
- Adjournment of the meeting.
Proposed resolutions
Item 7b) -Distribution of the Company's profits in accordance with the adopted Balance Sheet
The Board proposes that the Annual General Meeting shall distribute the Company's profit in accordance with the Board's proposal in the Annual report and that no dividend be paid out for the financial year 2017.
Item 8 - Determination of the number of directors and board deputies
It is proposed that the Board shall consist of four directors and no deputies.
Item 9 - Determination of remuneration to the directors and auditors
It is proposed that remuneration to directors for the period between the Annual General Meeting 2018 up until the Annual General Meeting 2019 shall be SEK 100,000 to each of the regular directors not employed by the Company and SEK 200,000 to the Chairman of the Board, that no remuneration be paid to the regular directors employed by the Company and that auditor's fees will be paid in accordance with sums invoiced under customary debiting principles and approved invoice.
It is proposed that remuneration of SEK 75,000 be paid to the Chairman of the committee on audit, risk and innovation, and remuneration of SEK 50,000 to other members in that committee.
It is proposed that remuneration of SEK 50,000 be paid to the Chairman of the committee on remuneration and sustainability, and remuneration of SEK 30,000 to other members in that committee.
Item 10 -Election of directors, Chairman of the Board and any board deputies
It is proposed that the directors Liselotte Hägertz Engstam, Per-Olof Schroeder, Liselotte Bergmark, and Jyrki Eklund are re-elected, and that Liselotte Hägertz Engstam is elected as Chairman of the Board.
Item 11 - Election of auditors
It is proposed that the accountancy firm MAZARS SET Revisionsbyrå AB, with Helene Sjöström as accountant-in-charge, are re-elected as auditors.
Item 12 - Resolution on authorization for the Board to resolve on share issues
The Board proposes that the Annual General Meeting authorizes it to, on one or more occasions prior to the next Annual General Meeting, approve an increase in share capital with a maximum of SEK 2,711,385 through new issues of a maximum of 1,084,554 shares. It is proposed that this authorization shall include a right for the Board to determine that the issuing of shares shall be carried out with a waiver of the shareholders' preferential rights and/or with conditions for non-cash and/or offset issues or otherwise with other conditions, in accordance with Chapter 2 Section 5 Second Paragraph Items 1-3 and 5 in the Swedish Companies Act.
Issues under this authorization must be made at normal market conditions. The Board shall have the right to determine other conditions for issues under this authorization, as well as determining who shall have the right to subscribe the shares. The reason that the Board should be able to authorize issues waiving the shareholders' preferential rights and/or with conditions on non-cash and/or offset issues or otherwise with other conditions, as stated above, is that the Company should be able to issue shares in connection with acquisitions of companies or operations, and perform directed issues to obtain capital for the Company.
It is proposed that the CEO is authorized to make such smaller adjustments to this resolution as may be necessary in connection with registration at the Swedish Companies Registration Office and Euroclear Sweden AB.
Majority requirement
A resolution pursuant to item 12 must, in order to be valid, be supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the meeting.
Number of shares and votes
The Company has issued a total of 5,422,770 shares, corresponding to a total of 5,422,770 votes. The company is not the holder of any own shares. This information pertains to the status at the time of the issuance of the notice.
Information at the Annual General Meeting
The Board and CEO shall, if any shareholder so requires, and the Board considers that is can be done without substantial damage to the Company, provide information regarding conditions that can affect the assessment of an item on the agenda and conditions that can affect assessment of the financial situation of the Company or one of its subsidiaries, or the Company's relation to another group company.
Provision of documents
The annual accounts, the auditor's reports, the Board's full proposal for item 12 above, and other materials under the Swedish Companies Act, will be available at the Company's offices (Skeppargatan 8 in Stockholm) and on the Company's website, (www.ainohealth.com), at the latest from May 3 2018. Copies of these documents will be sent free of charge to shareholders who request this and who state a postal address. The documents will also be available at the Annual General Meeting.
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Stockholm in April 2018
Aino Health AB (publ)
The Board of Directors
The information contained herein is such as shall be made public by Aino Health AB (publ), in accordance with the EU Market Abuse Regulation. This information was made public through the agency of Jyrki Eklund, CEO and President of Aino Health AB, at 09.00 AM on April 26, 2018.
For more information, please contact:
Jyrki Eklund, CEO Aino Health, Phone: +358 40 042 4221
About Aino Health (publ)
Aino Health is the leading digital solutions and process provider in Corporate Health Management. The company's complete system of platforms and services reduces sick leave, related costs and deliver long term prosperity, increased productivity and employee engagement by adopting health, wellbeing and safety as an everyday activity. For more information visit ainohealth.com.
Aino Health AB (publ) is listed at Nasdaq First North Stockholm (Ticker: AINO). Erik Penser Bank AB, +46 8 463 83 00, is the Certified Adviser to the company.
