Articles of Association

The articles of association shall be valid as of Aiforia's Listing.

 

1 Business name

The business name of the company is Aiforia Technologies Oyj. The parallel company name in Swedish is Aiforia Technologies Abp and in English Aiforia Technologies Plc.

2 Domicile of the company

The company is domiciled in Helsinki.

3 Line of business

The company’s line of business is the development, manufacture, import and sale of digital microscopic imaging, image analysis and information technology related products and services. In addition, the company may own and manage fixed assets and securities and engage in trading therein.

4 Shares

Shares in the company are recorded in the book-entry system.

5 Financial period

The company’s financial period is 1 January – 31 December.

6 Board of directors

The company has a board of directors consisting of four to seven ordinary members and a maximum of seven deputy members.

The terms of office of the members of the board of directors begins from the annual general meeting at which they have been elected and ends at the close of the next annual general meeting following their election. The board of directors elects the Chairman of the board from among its members.

7 Chief Executive Officer

The company may have a Chief Executive Officer appointed by the board of directors.

8 Right to represent the company

The company is represented by the Board of Directors and also by the Chief Executive Officer and the Chairman of the Board of Directors each individually and by two members of the Board together. In addition, the Board of Directors may grant procuration rights or a right to represent the company.

9 Auditor

The company shall have one auditor who shall be an auditing firm approved by the Finnish Patent and Registration Office. The auditor’s term of office begins from the General Meeting deciding on the auditor’s election and ends at the close of the next Annual General Meeting following the election.

10 Notice to the general meeting and advance notice of participation in the general meeting

Notice to the General Meeting shall be delivered to the shareholders no earlier than three months before the meeting and no later than one week before the record date of the meeting under the Finnish Limited Liability Companies Act. The notice shall be delivered by publishing it on the company’s website or by delivering the notice to each shareholder to the address recorded in the shareholder register by letter or by email.

In case the board of directors so decides, a shareholder must notify the company of their intention to attend the General Meeting before the end of the registration period mentioned in the notice to the meeting, in order to have the right to attend to the meeting. The final date for advance notice of participation may be no later than ten days before the meeting.

11 Annual general meeting

The Annual General Meeting shall be held within six months from the end of the financial period.

At the Annual General Meeting, the following must be:

presented:

• the financial statements; and
• the auditor’s report.

decided:

• the adoption of the financial statements;
• the use of the profit shown on the balance sheet;
• the discharge from liability of the members of the board of directors and the Chief Executive Officer;
• the number and the remuneration of members of the Board of Directors;
• the remuneration of the auditor.

elected:

• the members of the board of directors;and
• the auditor.

any other matters presented in the notice of the meeting must also be handled.