CORPORATE GOVERNANCE

Articles of Association

Articles of Association in accordance with the resolutions of Annual General Meeting 30 March 2022. Not yet registered in the Trade Register.

 

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 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).

 

12 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.

 

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 75% 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.