Notice of Aiforia Technologies Plc’s Extraordinary General Meeting 2026
Aiforia Technologies Plc, Company release, April 15, 2026 at 09:00 a.m. EEST
Notice of Aiforia Technologies Plc’s 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 this 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 this 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 this Notice of General Meeting.
Background to the Extraordinary 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.
A. Matters to be discussed at the General Meeting
The General Meeting will discuss the following matters:
1. Opening the meeting
2. Matters of order for the meeting
3. Election of the persons to scrutinize the minutes and to supervise the counting of votes
4. Recording the legal convening of the meeting and quorum
5. Establishment of the persons present and confirmation of the voting list
6. Authorization of the Board of Directors to decide on the issuance of shares
The Board of Directors proposes that the General Meeting of shareholders authorize 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 Annual General Meeting, however, no longer than until June 30, 2027.
7. Closing the meeting
B. Documents of the General Meeting
This notice, which contains all proposals for resolutions on the agenda of the General Meeting, will be available from April 15, 2026, on Aiforia Technologies Plc's website at https://investors.aiforia.com/en/investors/corporate_governance/egm_2026. The proposed resolutions and other documents mentioned above will also be available for inspection at the General Meeting.
The minutes of the General Meeting will be available on the above-mentioned website by May 26, 2026 at the latest.
C. Instructions for meeting participants
1. 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 the Company's website at https://investors.aiforia.com/en/investors/corporate_governance/egm_2026. 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 the company's website https://investors.aiforia.com/en/investors/corporate_governance/egm_2026 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.
2. Holder of nominee-registered shares
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.
3. Proxy representatives and powers of attorney
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 the Company's website https://investors.aiforia.com/en/investors/corporate_governance/egm_2026. 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.
4. Remote participation in the meeting
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.
5. Advance voting
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 the Company's website at https://investors.aiforia.com/en/investors/corporate_governance/egm_2026. Login to the service is done in the same way as for registration in section C.1 of this Notice, or
b) by mail or by e-mail 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. The conditions and other instructions for electronic advance voting are available on the Company's website at https://investors.aiforia.com/en/investors/corporate_governance/egm_2026.
6. Other instructions/information
The meeting language is Finnish.
Shareholders present at the General Meeting have the right to ask questions about the matters discussed at the meeting in accordance with Chapter 5, Section 25 of the Finnish Limited Liability Companies Act. Until 10:00 a.m. EEST on May 5, 2026, shareholders may also submit questions on the matters to be discussed at the meeting in accordance with Chapter 5, Section 25 of the Finnish Limited Liability Companies Act by electronic registration or, alternatively, by e-mail to ir@aiforia.com. The management of the company will answer such questions submitted in advance in writing at 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.
On the date of the Notice of Extraordinary General Meeting, April 15, 2026, Aiforia Technologies Plc has a total of 33,691,604 shares representing an equal amount of votes. The Company does not hold any treasury shares.
Helsinki April 15, 2026
AIFORIA TECHNOLOGIES PLC
BOARD OF DIRECTORS
Further inquiries:
Jukka Tapaninen, CEO, Aiforia Technologies Plc
tel. +33 61 041 6686
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 advanced software solutions that elevate diagnostic capabilities in image analysis, empowering remarkable medical discoveries both today and in the future. With thousands of AI models developed for research use and several diagnostic solutions deployed, Aiforia is making a significant impact on pathology and healthcare. In Europe, Aiforia is the leading provider of CE-IVD marked AI-powered solutions for digital pathology.
Founded in 2013, Aiforia is a publicly traded company with a global presence and thousands of users worldwide. Headquartered in Helsinki, Finland, the company also operates subsidiaries in the United States and France, and maintains a network of local representatives across Europe and North America. Aiforia’s diverse team includes experienced AI and software developers, pathologists, medical scientists, and a dedicated commercial team. Together, they are transforming pathology through AI, enabling better care for every patient.
Find out more at www.aiforia.com