NOTICE OF Extraordinary GENERAL MEETING IN Artificial Solutions International AB (publ)
The shareholders in Artificial Solutions International AB (publ), reg. no. 556840-2076 (the “Company”) are hereby convened to the extraordinary general meeting on Wednesday 8 January 2020, at 11.00 at Cirio law firm, Mäster Samuelsgatan 20, Stockholm, Sweden.
Shareholders who wish to participate at the extraordinary general meeting must:
- on Tuesday 31 December 2019, be registered in the share register kept by Euroclear Sweden AB (“Euroclear”) (note that since the record date is on New Year’s Eve, the shareholders must be registered in the share register at the latest on Monday the 30 December 2019), and
- notify the Company his or her intention to attend the extraordinary general meeting no later than Thursday 2 January 2020.
Notification of participation can be made via email (firstname.lastname@example.org). Notification of participation can also be made in writing to Cirio Advokatbyrå AB, "Extraordinary General Meeting", Att. Sarah Rehnström, Box 3294, 103 65 Stockholm, Sweden.
Such notification shall include the shareholder’s name, personal identification number/company registration number (or similar), address, telephone number, number of shares, details on advisors if any, and where applicable, details of representatives or proxies.
In addition to notification of participation, shareholders whose shares are registered through a bank or other trustee must request to be registered in the share register in their own name (so called registration of voting rights). Such registration may be temporary and must be executed on 30 December 2019 in order for the shareholder to be entitled to attend the extraordinary general meeting. The shareholder should in such cases notify the nominee well in advance of 30 December 2019. Please note that this procedure may also applies to shareholders using bank custody accounts and in certain investment savings accounts (ISK).
Shareholders represented by proxy must submit a dated power of attorney. If the power of attorney is executed by a legal person, a certificate of registration (or equivalent authorization document) must be attached, showing that the persons who have signed the power of attorney have the authorization signature right for the shareholder. In order to facilitate the admission to the extraordinary general meeting, the original power of attorney and certificate of registration should be submitted to the Company by post together with the notification of participation. The power of attorney may not be valid for a period longer than five years from its issuance. A form of power of attorney is available on the Company's website, www.artificial-solutions.com.
- Opening of the extraordinary general meeting
- Election of chairman of the extraordinary general meeting
- Preparation and approval of the voting list
- Election of one or two persons to verify the minutes
- Determination as to whether the extraordinary general meeting has been duly convened
- Approval of the agenda
- Resolution to approve the board of directors’ resolution to issue shares with preferential rights for the shareholders
- Resolution on authorisation to the board of directors to issue new shares (over-allotment option)
- Resolution on authorisation to the board of directors to issue new shares, warrants and/or convertible instruments
- Closing of the general meeting
Proposals to resolutions
Item 7 – Resolution to approve the board of directors’ resolution to issue shares with preferential rights for the shareholders
The board of directors proposes that the extraordinary general meeting resolves to approve the board of directors’ resolution from 12 December 2019 to increase the Company’s share capital with not more than SEK 33,359,396.97 by way of a new issue of shares of not more than 18,532,998 new shares. The resolution shall be governed by the following terms and conditions. Registered shareholders on the record date for the rights issue shall have the right to subscribe for new shares with preferential rights, wherein each existing share entitles to one (1) subscription right. Four (4) subscription rights entitle to subscription of three (3) new shares. The subscription price shall be SEK 6.5 per share.
In the event that not all the shares are subscribed for with preferential rights, allotment of the remaining shares, within the maximum amount of the rights issue, shall be made to subscribers who have subscribed for shares without preferential rights. Firstly, such allotment shall be made to those who have subscribed for shares with subscription rights and, in the event of oversubscription, pro rata in relation to the number of subscription rights used for subscription of shares, and to the extent that this is not possible, by drawing of lots. Secondly, allotment shall be made to shareholders and others who have notified their interest to subscribe for shares without subscription rights, and in the event of oversubscription, pro rata in relation to the number of shares that each such applicant has applied to subscribe for, and to the extent that this is not possible, by drawing of lots.
The record date for determining which shareholders are entitled to subscribe for new shares with preferential right shall be Wednesday 22 January 2020. Subscription of shares with pre-emption rights shall be made through cash payment during the period from 24 January 2020 to 11 February 2020. The Board of Directors has the right to extend the period of subscription. Application to subscribe for shares without preferential right shall be made on a certain subscription list during the period from 24 January 2020 to 11 February 2020. Payment for shares subscribed for without pre-emption rights shall be made in full no later than three banking days after notice of allotment of shares was sent. The Board of Directors has the right to extend the period of subscription.
In the event that the partial registration with the Swedish Companies Registration Office of the 34,438 new shares issued through a resolution on 12 April 2019 is completed in such a time that the right to participate in the rights issue arises, the resolution shall be considered to increase the company's share capital by a maximum of SEK 46,488.60 through a new issue of a maximum of 25,827 shares.
The new shares shall entitle to dividend for the first time on the first record date for dividend that take place after the issue of shares has been registered with the Swedish Companies Registration Office and she shares have been recorded in the share register kept by Euroclear Sweden AB. The CEO, or any other person appointed by the board of directors, shall have the right to make such minor adjustments that may be required in order to register the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.
Scope Growth II L.P. respective Scope Growth III L.P., through fonds general partners Scope Capital Partner II Limited respective Scope Capital Partner III Limited (together referred to as ”Scope”), holds 43.84 per cent of the shares and votes in the Company. Scope has applied for and been granted an exemption by the Swedish Securities Council (Sw. Aktiemarknadsnämnden) from the mandatory bid obligation, which otherwise could emerge in relation to Scope’s subscription of shares in the rights issue.
The exemption is conditional upon the shareholders of the Company being informed of the size of Scope’s ownership of the shares and votes in the Company, and that the rights issue is resolved upon by at least two thirds of both the votes cast and the shares represented at the extraordinary general meeting, where the shares held and represented by Scope shall be disregarded from the counting of votes. If Scope subsequently acquires additional shares and thereby increases its voting rights, a mandatory bid obligation will emerge.
Scope’s ownership of the shares and votes in the Company may, if Scope subscribes for its pro rata share of the rights issue, amount to a maximum of 54.75 per cent. The Swedish Securities Council's decision (AMN 2019:49) is available in its entirety on the Swedish Securities Council's website (www.aktiemarknadsnamnden.se).
Item 8 - Resolution on authorization to the board of directors to issue new shares (over-allotment option)
The board of directors’ proposal for a resolution on authorization regarding issue new shares in the event of oversubscription, includes the following terms and conditions.
The board of directors is authorized, in the event of oversubscription in the pre-emption rights share issue under item 7, no later than 31 March 2020, with deviation from the shareholders' pre-emption right, whether on one or several occasions, to resolve on the increase of the Company's share capital through a directed new share issue (the over-allotment option) of a maximum number of 4,615,500 additional shares, corresponding to an amount of approximately SEK 30 million. The board of directors shall be authorized to decide to whom the new shares shall be allotted. A new share issue pursuant to this authorisation shall be conducted at a subscription price of SEK 6.5 per share.
The reason that the board of directors shall be authorized to resolve on an issue of shares with deviation from the shareholders’ pre-emption rights is to meet a stronger demand in the rights share issue than originally estimated and to broaden the shareholder base with strategic investors.
The resolution under this item is conditional upon that the extraordinary general meeting approves the pre-emption rights share issue in accordance with item 7. The board of directors, or the person appointed by the board of directors, shall have the right to make such minor adjustments in the resolution from the general meeting that may be required in order to register the resolution with the Swedish Companies Registration Office. Resolution under this paragraph requires, for its validity, approval of at least two-thirds (2/3) of the votes cast and the shares represented at the meeting.
Item 9 – Resolution on authorization to the board of directors to issue new shares, warrants and/or convertible instruments
The board of directors’ proposal for a resolution on authorization regarding issue new shares includes the following terms and conditions.
The board of directors is authorized, within the framework of the article of association that apply when the board of directors utilize the authorization, until the next annual general meeting, whether on one or several occasions, with or without deviation from the shareholders' pre-emption right, to resolve on the increase of the Company's share capital through issue of new shares, warrants and/or convertible instruments. The total number of shares covered by such new issues may correspond to a maximum of twenty (20) per cent of the shares in the Company based on the total number of shares in the Company at the time when the board of directors first utilize the authorization.
This authorization replaces the authorization resolved upon at the Annual General Meeting 2019.
Payment shall be made in cash payment, through set-off, through issue in kind or otherwise be subject to terms and conditions. The subscription price shall be set at the market price at the respective issue date, subject to market discount where applicable. The purpose of the authorization is to create flexibility and enable the board of directors, if and when deemed necessary, to resolve on issues in order to optimize the Company's capital base and finance growth initiatives and diversify the shareholder base with institutional investors.
The board of directors, or the person appointed by the board of directors, shall have the right to make such minor adjustments in the resolution from the general meeting that may be required in order to register the resolution with the Swedish Companies Registration Office. Resolution under this paragraph requires, for its validity, approval of at least two-thirds (2/3) of the votes cast and the shares represented at the meeting.
Information at the Extraordinary General Meeting
The board of directors and the CEO 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 and the Company’s relationship to other group companies. Anyone wishing to submit questions in advance may do so by email to email@example.com.
The complete proposals for the resolutions as well as any other documents which must be available under the Swedish Companies Act will be available for shareholders and can be obtained from the Company’s office (Stureplan 15, 2nd floor 111 45 Stockholm, Sweden) and at the Company's website no later than 25 December 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.
Processing of personal data
For information on how your personal data is processed, see the integrity policy that is available at the Company’s webpage: https://www.artificial-solutions.com/wp-content/uploads/AS_-_Privacy_Notice_-_Events_and_General_Meetings.pdf.
This is an unofficial translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.
Stockholm in December 2019
Artificial Solutions International AB (publ)
The board of directors
For more information:
Lawrence Flynn, CEO, Artificial Solutions
Tel: +44 (0)1635 523267
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