Resolutions of Aiforia Technologies Plc’s Annual General Meeting 2025

Aiforia Technologies Plc, Company release, April 4, 2025 at 03:00 p.m. EEST

Aiforia Technologies Plc's Annual General Meeting was held today April 4, 2025 at 10:00 a.m. EEST in Helsinki.

The Annual General Meeting approved the financial statements for the financial year 2024 and discharged the members of the Board of Directors as well as the CEO from liability for the financial year 2024. Furthermore, the Annual General Meeting made the following decisions:

Use of the profit shown on the Balance Sheet and the distribution of dividend

The Annual General Meeting resolved that no dividend will be paid for the financial year January 1, 2024-December 31, 2024 and that the loss for the financial year be retained in the retained earnings account.

Remuneration of the members of the Board of Directors

The Annual General Meeting resolved that the remuneration of the Board of Directors shall be as follows:

The members of the Board of Directors shall be paid an annual remuneration of EUR 20,000, excluding the Chair of the Board, whose annual remuneration is EUR 40,000. The proposed remuneration is the same as last year. If the Board of Directors chooses to elect a Vice Chair of the Board from among its members, they shall be paid an annual remuneration of EUR 25,000.

The Chair of the Audit Committee shall be paid a fixed annual remuneration of EUR 4,000 and each member of the Audit Committee EUR 2,000. The Chair of the Remuneration Committee shall be paid a fixed annual remuneration of EUR 4,000 and each member of the Remuneration Committee EUR 2,000. Moreover, Board members are also reimbursed reasonable travel expenses related to the duties of the Board of Directors.

Composition of the Board of Directors

The Annual General Meeting resolved that the number of members of the Board of Directors shall be six (6). The following current members of the Board of Directors were re-elected as members of the Board of Directors: Pekka Mattila, Johan Lundin, Jerry Jian Hong, and Tuomas Tenkanen, and that Joseph Bernardo and Minna Koivula shall be elected as new board members.

The term of office of all members of the Board of Directors will expire at the end of the Annual General Meeting 2026.

Remuneration and election of the auditor

The Annual General Meeting resolved that the auditor shall be paid reasonable remuneration in accordance with the invoice approved by the company. The Annual General Meeting reappointed the firm of authorised public accountants PricewaterhouseCoopers Oy, which has appointed APA Martin Grandell as responsible auditor, as the auditor of the company for a term ending at the end of the next Annual General Meeting.

Authorization of the Board of Directors to decide on the issuance of shares

The Annual General Meeting authorised the Board of Directors to decide on the issuance of shares as follows:

The shares issued under the authorization may be new shares or treasury shares. The maximum number of shares issued under the authorization may be 5,000,000 shares. The shares may be issued in one or more tranches.

Under the authorization, the Board of Directors may resolve upon issuing new shares to the Company itself. However, the Company, together with its subsidiaries, may not at any time hold more than 10 percent of all its registered shares.

The Board of Directors is authorized to resolve on all terms of the share issue. The issue may be a directed share issue in deviation from the shareholders' preemptive rights, provided that there is a weighty financial reason for this.

The authorization revokes all previous share issue authorizations. However, the authorization does not invalidate any earlier authorizations entitling the Board of Directors to decide on issues of special rights entitling to shares.

The authorization is valid until the close of the next General Meeting, however no longer than until June 30, 2026.

Authorization of the Board of Directors to decide on issuing option rights and other special rights entitling to shares

The Annual General Meeting authorised the Board of Directors to decide on the issuance of option rights and other special rights entitling to shares, pursuant to Chapter 10 of the Finnish Limited Liability Companies Act as follows:

Under the authorization, option rights and other special rights entitling to a maximum of 1,000,000 shares may be issued. The option rights and other special rights entitling to shares may be issued in one or more tranches.

The Board of Directors is authorized to resolve on all terms for the issuance of the special rights entitling to shares. The issue of special rights entitling to shares may be a directed issue in deviation from the shareholders' preemptive rights, provided that there is a weighty financial reason for this.

The authorization revokes all previous authorizations to issue special rights entitling to shares. However, the authorization does not invalidate any earlier authorizations entitling to decide on a share issue.

The authorization is valid until the close of the next General Meeting, however no longer than until June 30, 2026.

The minutes of the Annual General Meeting

The minutes of the General Meeting will be available on the company’s website by April 18, 2025 at the latest.

Constitutive meeting of the Board of Directors

In its constitutive meeting held after the Annual General Meeting, the Board of Directors elected Pekka Mattila from among its members to serve as the Chair.

Pursuant to the Board of Directors' assessment all members of the Board of Directors are independent of Aiforia and its significant shareholders, with the exception of Johan Lundin, who is assessed not to be independent of Aiforia and Jerry Jiang Hong, who is assessed not to be independent of Aiforia's major shareholder Ascend Tapio S.a.r.l.

Composition of the Board Committees

It was decided to combine the Remuneration committee with the Audit committee, which will be called the Audit and Remuneration committee. From among its members, the Board elected the following persons as members of the Board's Audit and Remuneration Committee: Pekka Mattila (Chair), Tuomas Tenkanen, and Joseph Bernardo.

Further inquiries:
Veli-Matti Parkkonen, CFO, Aiforia Technologies Plc
tel. +358 405 009 878
https://investors.aiforia.com/

Certified Adviser
UB Corporate Finance Ltd
ubcf@unitedbankers.fi

About Aiforia

Aiforia is a trusted provider of deep learning artificial intelligence (AI) solutions for pathology. Aiforia delivers software solutions that elevate diagnostic capabilities in image analysis, enabling remarkable medical discoveries now and in the future. With thousands of AI models already developed on the Aiforia platform for research use and several diagnostic solutions deployed, Aiforia is already significantly impacting pathology and healthcare.

Founded in 2013, Aiforia is a publicly traded company operating internationally with thousands of platform users across the globe. The company is headquartered in Helsinki, Finland, with offices in Cambridge, Massachusetts, and Rochester, Minnesota, and local representatives across Europe and North America. The diverse team at Aiforia includes experienced pathologists, medical scientists, AI and software developers, and a dedicated commercial team. Together, they are working to transform pathology with AI, enabling better care for each patient.

Find out more at www.aiforia.com