Corporate governance

Extraordinary General Meeting 2026

Extraordinary General Meeting 2026

The shareholders of Aiforia Technologies Plc are invited to the Extraordinary General Meeting to be held on Tuesday, May 12, 2026 at 10:00 a.m. EEST. The Extraordinary General Meeting is held without a meeting place via real-time remote access as a virtual meeting in accordance with Chapter 5, Section 16 (3) of the Finnish Limited Liability Companies Act. Shareholders can exercise their rights fully remotely during the meeting. Instructions for remote participation are set out in Part C of the Notice of General Meeting.

Shareholders can also exercise their voting rights by voting in advance. Instructions for advance voting are set out in Section C of the Notice of General Meeting.

Prior to the meeting, shareholders may also submit written questions referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act on matters to be discussed at the meeting. Instructions on how to submit written questions are set out in Section C of the Notice of General Meeting.

The Board of Directors has been formally requested to convene this Extraordinary General Meeting by a shareholder who holds 4,461,150 shares, representing approximately 13.2% of the total shares and votes in the Company. This request is made pursuant to Chapter 5, Section 4 of the Finnish Limited Liability Companies Act (624/2006), as the requesting shareholder meets the statutory requirement of holding at least one-tenth of all Company shares. The undersigned shareholder proposes that the Extraordinary General Meeting resolve upon the authorization of the Board of Directors to decide on the issuance of shares, as set out in Section A of this Notice of Extraordinary General Meeting.

The necessity for this Extraordinary General Meeting arises from the outcome of the Annual General Meeting held on April 2, 2026, where a proposal to authorize the Board of Directors to decide on a share issue did not achieve the necessary qualified majority. The shareholder requesting the Extraordinary General Meeting has indicated that the voting result was caused by technical and administrative difficulties that several significant shareholders faced with the Annual General Meeting registration process, which consequently prevented them from exercising their voting rights.

The Board of Directors, considers it essential for the Company’s interests and all shareholders that the Board of Directors has the necessary financial flexibility to secure funding and execute the Company's growth strategy. Shareholders holding in total of 51.7% of the total shares and votes in the Company have expressed for the Board of Directors their support for the authorization of the Board of Directors to decide on the issuance of shares. Consequently, the Board of Directors has decided to convene the Extraordinary General Meeting.

Instructions for meeting participants

Shareholder registered in the shareholders' register

Shareholders who are registered in the shareholders' register of Euroclear Finland Oy on the record date of the General Meeting April 29, 2026, are entitled to participate in the General Meeting. A shareholder whose shares in the company are registered in their personal Finnish book-entry account, including equity saving account, is registered in the company's shareholders' register.

Registration for the General meeting starts on April 16, 2026 at 9:00 a.m. EEST. A shareholder entered in the Company's shareholders' register who wishes to attend the General Meeting must register no later than May 5, 2026, at 10:00 a.m. EEST, by which time the registration must be received. You can register for the General Meeting:

a) via this page

Electronic registration requires strong identification of the shareholder or their legal representative or proxy with a Finnish, Swedish or Danish bank ID or mobile certificate.

b) by e-mail or mail

Shareholders registering by mail or e-mail shall submit the registration form and advance voting form available on this page or equivalent information to Innovatics Oy by mail to Innovatics Oy, General Meeting / Aiforia Technologies Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland, or by e-mail to egm@innovatics.fi.

The shareholder and their representative are required to provide information, such as the shareholder's name, date of birth or business ID, phone number and e-mail, address, the name of any assistant or proxy representative and the proxy's date of birth, phone number and e-mail. The personal data provided by shareholders to Aiforia Technologies Plc shall only be used in connection with the Extraordinary General Meeting and the processing of the necessary registrations related thereto.

The shareholder, their representative or proxy must be able to prove their identity and/or right of representation at the meeting if necessary.

Further information on registration and advance voting is available by telephone during the registration period of the General Meeting by calling Innovatics Oy at +358 10 2818 909 on weekdays from 9.00 a.m. to 12.00 p.m. and from 1:00 p.m. to 4:00 p.m. EEST.

A holder of nominee-registered shares is entitled to participate in the General Meeting based on the shares which would entitle them to be entered in the shareholders' register maintained by Euroclear Finland Oy on the record date for the General Meeting April 29, 2026. Participation also requires that the shareholder is temporarily registered in the shareholders' register maintained by Euroclear Finland Oy by May 7, 2026 by 10.00 a.m. EEST at the latest. In the case of nominee-registered shares, this is considered as registration for the General Meeting. Changes in the shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the shareholder's voting rights.

The holder of nominee-registered shares is advised to request well in advance the necessary instructions from their custodian bank regarding temporary registration in the shareholders' register, the issuing of proxies and voting instructions, registration and attendance at the General Meeting and advance voting. The account manager of the custodian bank shall register the holder of nominee-registered shares who wishes to attend the General Meeting temporarily in the shareholders' register of the Company by the aforementioned date and time at the latest and, if necessary, arrange for advance voting on behalf of the holder of nominee-registered shares before the end of the registration period for holders of nominee-registered shares.

A holder of nominee-registered shares who has registered for the General Meeting may also participate in the meeting in real time using telecommunication connection and technical means. In addition to the temporary registration in the company’s shareholders’ register, the real-time participation in the meeting requires the submission of the shareholder’s e-mail address and telephone number and, if necessary, a proxy document and other documents necessary to prove the right of representation to by regular mail to Innovatics Oy, Yhtiökokous/ Aiforia Technologies Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to egm@innovatics.fi before the end of the registration period for the holders of nominee registered shares, so that the shareholders can be sent a participation link and password to participate in the meeting.

If a holder of nominee-registered shares has authorized their custodian to cast advance votes on their behalf, such advance votes will be taken into account as advance votes of the nominee-registered shareholder at the General Meeting, unless the holder of nominee-registered shares votes otherwise during the General Meeting.

A shareholder may attend the General Meeting and exercise their rights there through a proxy representative. A shareholder's proxy may also elect to vote in advance as described in this notice if they so wish. The proxy representative must authenticate to the electronic registration service and advance voting personally with strong authentication, after which they will be able to register and vote in advance on behalf of the shareholder that they represent. The shareholder's proxy must present dated proxy documents, or otherwise in a reliable manner prove that they are entitled to represent the shareholder at the General Meeting. You can prove your right to representation by using the suomi.fi e-authorizations service available in the electronic registration service.

Model proxy documents and voting instructions are available on this page. If a shareholder participates in the General Meeting through several proxies representing the shareholder with shares held in different securities accounts, the shares based on which each proxy represents the shareholder shall be indicated in connection with the registration.

Any proxy documents are requested to be submitted preferably as an attachment in connection with the electronic registration or alternatively by mail to Innovatics Oy, General Meeting / Aiforia Technologies Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by e-mail to egm@innovatics.fi before the end of the registration period. In addition to submitting the proxy documents, the shareholder or their proxy shall register for the General Meeting in the manner described above in this notice.

A shareholder entitled to attend a General Meeting may participate in the meeting and exercise their rights fully during the meeting by remote access.

Remote participation takes place via a remote participation link sent to the telephone number and/or e-mail address provided when registering for the General Meeting.

Remote access to the General Meeting will be provided through Inderes Oyj's virtual AGM service on the Videosync platform, which includes video and audio access to the General Meeting. Remote access does not require any paid software or downloads. In addition to an internet connection, participation requires a computer, smartphone or tablet with speakers or headphones for sound and a microphone if you want to speak. One of the following browsers is recommended for participation: Chrome, Firefox, Edge, Safari, or Opera. It is advisable to log in to the meeting system well in advance of the meeting.
The participation link and password for remote participation will be sent by e-mail and/or SMS to the e-mail address and/or mobile phone number provided at the time of registration to all those who have registered for the General Meeting, no later than the day before the General Meeting. Thus, advance voters may also participate in the General Meeting remotely via a telecommunications connection if they so wish. The votes cast by advance voters will be considered in the decision of the General Meeting, regardless of whether they participate in the General Meeting or not. If they participate, they will be able to change their advance votes during the meeting if they so wish, should a vote take place.

For more information on the general meeting service, additional instructions for proxies representing more than one shareholder, contact details of the service provider, and instructions in case of possible disruptions, and a link to test the compatibility of your computer, smartphone, or tablet with the network connection can be found at https://b2b.inderes.com/knowledge-base/inderes-agm-solutions. ‌‌A link to test the compatibility your computer, smartphone or tablet with the network connection can be found at https://b2b.inderes.com/knowledge-base/compatibility-testing. It is recommended that you read the detailed participation instructions before the meeting.

A shareholder whose shares in the Company are registered in their personal Finnish book-entry account may vote in advance between 9:00 a.m. EEST on April 16, 2026 and 10:00 a.m. EEST on May 5, 2026 on item 6 on the agenda of the General Meeting.

a) via this page

Login to the service is done in the same way as for registration.

b) by mail or by e-mail

Advance voting by email or mail happens by submitting the advance voting form available on the Company's website or equivalent information to Innovatics Oy at Innovatics Oy, General Meeting / Aiforia Technologies Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by e-mail at egm@innovatics.fi. Advance votes must be received by the time the advance voting ends. In addition to advance voting, the shareholder shall ensure registration for the General Meeting before the end of the registration period.

For nominee-registered shareholders, the advance voting is carried out through the account manager. The account manager may vote in advance on behalf of the holders of nominee-registered shares whom they represent in accordance with the voting instructions given by them during the registration period set for the nominee-registered shares.

Proposals for resolution that are subject to advance voting are deemed to have been made at the General Meeting without any changes.

Important dates

Date Event
26 April 2026 at 9:00 EEST Registration and advance voting begins
29 April 2026 General Meeting record date
5 May 2026 at 10:00 EEST Registration and advance voting ends
12 May 2026 at 10:00 EEST General Meeting
26 May 2026 General Meeting minutes available on this page (latest)