The shareholders in Aino Health AB (publ), reg. no. 559063-5073 (the “Company”) are hereby convened to the annual general meeting on Monday 20 May 2019 at 17.00 at the Company’s office at Skeppargatan 8, level two, Stockholm.
Right to participate at the general meeting
Shareholders who wish to attend the general meeting must:
– on Tuesday 14 May 2019 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), Skeppargatan 8, 114 52 Stockholm stating “annual general meeting” or by e-mail to ir@ainohealth.com at the latest on Tuesday 14 May 2019, preferably before 15.00.
Such notification shall include the shareholder’s name, personal identification number or corporate registration number (or similar) and preferably 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 Tuesday 14 May 2019, 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
1. Opening of the general meeting and election of chairman of the general meeting
2. Preparation and approval of the voting list
3. Election of one or two persons to verify the minutes
4. Determination as to whether the meeting has been duly convened
5. Approval of the agenda
6. 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
7. Resolutions on
a) the adoption of the income statement and the balance sheet, and of the consolidated income statement and the consolidated balance sheet;
b) allocation of the Company’s result according to the adopted balance sheet; and
c) discharge from liability for each of the members of the board of directors and the managing director.
8. Determination of the number of members of the board of directors and deputy members of the board of directors.
9. Determination of remuneration to the board of directors and the auditor.
10. Appointment of members of the board of directors, chairman of the board of directors and deputy members of the board of directors, if any.
11. Election of auditor.
12. Resolution regarding other matter which should be decided at the general meeting according to the Swedish Companies Act or the Articles of Association.
13. 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 2018.
Item 8 – Determination of the number of ordinary members of the board of directors and the number of deputy members of the board of directors
It is proposed that the annual general meeting resolves that the number of board members shall be five 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 2019 until the annual general meeting 2020 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
The board members Liselotte Hägertz Engstam, Per-Olof Schroeder and Liselotte Bergmark have declined re-election and it is proposed, by a subset of the major shareholders, that Tanja Ilic, Daniel Koob, Martin Bunge-Meyer and Klas Bond be elected as new board members. It is further proposed that re-election be made by the board member Jyrki Eklund and that Tanja Ilic be elected chairman of the board.
Information regarding new board members
Tanja Ilic
Tanja Ilic is currently the Managing Director of Ab Nanol Technologies Oy.
Tanja has a background from various managerial positions and from several different industries. She has recently left a position as the CEO at Svensk Fastighetsförmedling; previously she has been the VP at NasdaqOMX, Director at Atos Origin, Tacton Systems and held a number of positions at Ericsson. Tanja has also been part of international business, turn-around missions, expansions and start-ups in new markets. Former positions include being a board member at Nord Pool Clearing ASA and European Energy Exchange, and Chairman at Team Sportia.
Tanja holds an MBA from the Stockholm School of Economics, as well as a BA in Physical Education. She is a certified board member and was part of the Styrelsekraft program.
Martin Bunge-Meyer
Martin has 15 years’ experience of communication from working at companies such as Betsson, Vitamin Well and King Digital. He began his career as a share analyst at Aragon Fondkommission.
Martin can contribute with a solid understanding of the significance of Public Relations, internal communications, and investor relations.
Martin has a degree in economics from Stockholm University.
Daniel Koob
Daniel Koob is the founder and managing partner of Gulf Connect Ltd., an international boutique strategy consulting firm, based in London, with focus on strategic partnerships, disruptive business models and investment matchmaking. Daniel has an extensive background in strategy consulting from positions with Arthur D. Little, ZS Associates Inc. and Dr. Heinz Koob Management Consulting. He is focused on helping start-ups, multinational companies, private equity firms and sovereign entities achieve their growth objectives through creation and implementation of high impact strategies. As a quadrilingual executive with a track record of projects in over 50 countries, Daniel has specialized in identifying growth opportunities for his clients in mature and emerging markets alike, both through organic, partnering as well as M&A-based approaches – with measurable results.
Daniel holds an MBA (“Diplom-Kaufmann“) from the University of Mannheim in Germany, and is a CFA charter holder.
Klas Bonde
Klas Bonde is CEO and founder of PEAK-IT (currently known as Centric Professionals AB) and now runs the entire Nordic IT consultancy operation within Centric. After parallel studies in economy and computer science at Luleå University of Technology, Klas has had a series of managerial positions at various IT companies in Sweden, including at a start-up within e-commerce.
Klas has also been involved in the board of Almega Kompetensföretagen since 2013.
Item 11 – Election of auditor
It is proposed that MAZARS SET Revisionsbyrå AB is re-elected as auditor with Helene Sjöström as auditor in charge.
Number of shares and votes
At the time of publication of this notice, the total number of shares and votes of the Company is 15 934 307. The Company does not hold any own shares.
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.
Documentation
The annual report and the auditor’s report as well as other documents according to the Swedish Companies Act will be held available at the Company’s office (Skeppargatan 8 i Stockholm) and at the Company’s website (www.ainohealth.com) no later than 29 April 2019. 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.
Stockholm in April 2019
Aino Health AB (publ)
The board of directors
This information is information that Aino Health AB (publ) is obliged to make public pursuant to the Securities Markets Act. The information was submitted for publication, through the agency of the contact person set out below, at 08.30 on 18 April 2019.
For more information:
Jyrki Eklund, CEO Aino Health, Phone: +358 40 042 4221
Certified adviser
Erik Penser Bank
+46 8 463 83 00
certifiedadviser@penser.se
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.
