Notice of extraordinary general meeting in Aino Health AB (publ.)

The shareholders in Aino Health AB (publ) reg. no. 559063-5073  (the "Company") are hereby convened to the extraordinary general meeting on Tuesday October 3, 2017, at 05:00 p.m. at Grand Hotel, Bantorget 1, 222 29 Lund, Sweden. 

Notice etc.

Shareholders who wish to participate at the extraordinary general meeting must:

- on Wednesday September 27, 2017, 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), Klostergatan 3 E, 222 22 Lund stating "extraordinary general meeting", by telephone to 020-482 482, or by e-mail to info@ainohealth.com at the latest at 03.00 p.m. on Wednesday September 27, 2017.

Such notification shall include the shareholder's name, personal identification number or corporate registration number (or similar), 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 Wednesday September 27, 2017, and the shareholders must therefore advise their nominees well in advance of such date.

Proxy

Shareholders represented by proxy must submit a dated proxy. If the proxy is executed by a legal person, a certified copy of the certificate of registration or equivalent must be attached. The proxy may not be valid for a period longer than five years from its issuance. The original proxy 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 a proxy at request and it is also available at the Company's website, www.ainohealth.com.

Number of shares and votes

As of the date of this notice, there are a total of 5,422,770 shares. The total number of votes are 5,422,770. The Company holds no own shares.

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.          Approval of the agenda

5.          Determination as to whether the meeting has been duly convened

6.          Resolution regarding new articles of association

7.          Resolution on the number of members of the board of directors and deputy members of the board of directors

8.          Determination of remuneration

9.          Election of board of directors

10.      Closing of the general meeting

Proposals to resolutions

Item 6 - Resolution regarding new articles of association


The board of directors proposes that the general meeting resolves to change the registered head office of the Company from Lund municipality to Stockholm municipality, by adopting new articles of association in which § 2 (Registered office) has the following wording: "The registered head office of the company is in Stockholm municipality."

Item 7 - Resolution on the number of members of the board of directors and deputy members of the board of directors


The board of directors proposes that the board of directors shall consist of four ordinary members, without deputy members.

Item 8 - Determination of remuneration


The board of directors has decided to set up a committee for audit, risk and innovation. The board of directors proposes fees paid by SEK 75,000 to the chairman of the board's committee for audit, risk and innovation and by SEK 50,000 to other members of the committee.

Furthermore, the board of directors has decided to set up a committee for compensation and sustainability. The board of directors proposes fees paid by SEK 50,000 to the chairman of the board's committee for compensation and sustainability and by SEK 30,000 to other members of the committee.

Item 9 - Election of board of directors


Aino Helath AB is entering a new phase and it is of great importance to adapt the Company's board expertise and efforts for this in the Company's development. Two of the Company's owners will step aside from the board of directors, and the board of directors will be provided with international industry knowledge and management skills within the HR area. The board work is also planned to be further strengthened with two board committees.

Liselotte Bergmark is proposed as new board member in AHAB. Liselotte is Head of Group HR in Dometic Group and has extensive experience from HR management in several major companies from various industries and regions in the world. A presentation of Liselotte is found below. In connection with Liselotte becoming board member, Cecilia Hollerup and Jochen Saxelin will resign from their assignments as board members. Jochen Saxelin continues his important role as CFO in AH AB. 

P
resentation of Liselotte Bergmark


Liselotte Bergmark brings a solid knowledge of Strategic Human Resources leadership and a broad experience from different industry sectors and international working environments. In her current role as Head of Group HR at Dometic Group, she is responsible for the HR function that support the business in three regions; APAC, AMERICAS and EMEA.

Prior to her current role, Liselotte was the Executive VP HR for Sanitec (acquired by and now Geberit). Previous to that she has been responsible for global Management and Organizational Development work with strong focus on talent and leadership development, in SCA and later in TeliaSonera. For ten years Liselotte also worked for DHL in various management positions with responsibility for HR development in Scandinavia, the Baltic countries and Poland. She later lived and worked in Brussels where she was managing the Management Development work for DHL worldwide. 


Liselotte brings more than 20 years' experience of international Human Resources. Liselotte holds a BSc. and MSc. in Human Resources from the University of Linköping, Sweden.

Majority requirements

Resolution under item 6 above requires, for its validity, that a minimum of at least two thirds of the votes cast and the shares represented support the resolution.

Information at the Extraordinary 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.

Documentation

Documents according to the Swedish Companies Act will be held available at the Company's office with address Klostergatan 3 E, 222 22 Lund, not later than three weeks before the meeting, i.e. not later than September 12, 2017. 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 extraordinary general meeting.

Lund in September 2017


Aino Health AB (publ)



The board of directors