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 (“EGM”) on Monday 24 May 2021.
Due to the continued spread of the coronavirus and the authorities’ regulations/advice on avoiding public gatherings in order to reduce the risk of infection spreading, the board of directors has resolved that the EGM will be held without physical presence of shareholders, proxies or external parties and that shareholder only can exercise their voting rights by advance voting in accordance with the procedure prescribed below. Information on the resolutions passed at the EGM will be published on Monday 24 May 2021, as soon as the result of the voting has been finally confirmed.
Notice etc.
Shareholders who wish to participate in the EGM by advance voting must:
- be registered in the share register kept by Euroclear Sweden AB (“Euroclear”) on Friday 14 May 2021, and
- give notice of their intention to participate by submitting their advance vote in accordance with the instructions under the heading Advance voting below, so that the advance vote is received by the company, through Computershare AB, no later than Friday 21 May 2021.
Nominee registered shares
For shareholders who have their shares nominee-registered through a bank or other nominee, the following applies in order to be entitled to participate in the meeting. In addition to giving notice of participation by submitting its advance vote, such shareholder must re-register its shares in its own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB as of the record date Friday 14 May 2021. Such re-registration may be temporary (so-called voting rights registration). Shareholders who wish to register their shares in their own names must, in accordance with the respective nominee’s routines, request that the nominee make such registration. Voting rights registration that have been requested by the shareholder at such time that the registration has been completed by the nominee no later than Tuesday 18 May 2021 will be taken into account in the preparation of the share register.
Advance voting
The shareholders may only exercise their voting rights at the EGM by voting in advance, so-called postal voting, in accordance with Section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form must be used for the postal vote. The form is available on the company’s website www.artificial-solutions.com and can also be sent by mail to shareholders at the request by telephone no 0771-24 64 00. Submitting of the postal voting form in accordance with the below will be considered as notice of attendance.
Completed and signed forms for postal voting shall be sent by mail to Computershare AB, attention: ”Artificial Solutions International AB’s EGM”, Box 5267, 102 46 Stockholm and must be received by Computershare AB on Wednesday Friday 21 May 2021 at the latest. The postal voting form may also be submitted electronically by verification through BankID in accordance with instructions at the company’s website www.artificial-solutions.com or by sending the completed postal voting form by e-mail to info@computershare.se together with power of attorney and other documentation of authority. The Shareholders may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form.
Proxy
If the shareholders submit a postal vote by proxy, a power of attorney must be attached to the form. Proxy form for shareholders who wish to postal vote by proxy is available at the Company’s website, www.artificial-solutions.com. If the shareholder is a legal entity, a certificate of registration or corresponding authorisation documents must be attached to the form.
Proposed agenda
- Election of chairperson of the general meeting
- Election of one or two persons to verify the minutes
- Preparation and approval of the voting list
- Determination as to whether the meeting has been duly convened
- Approval of the agenda
- Resolution to approve the board of directors’ resolution to issue shares with deviation from the shareholders’ pre-emption rights
- Closing of the general meeting
Proposals to resolutions
Item 1 – Election of chairperson of the general meeting
The board of directors proposes that Lawyer Annika Andersson, Cirio Law Firm, or in her absence, a person appointed by the board of directors, should be appointed chairperson of the EGM.
Item 2 – Election of one or two persons to verify the minutes
The persons proposed to verify the minutes are Andreas Ossmark, proxy for Scope, or, if he has an impediment to attend, the person or persons instead appointed by the board of directors. The assignment to verify the minutes shall also include verifying the voting list and that advance votes received are correctly reflected in the minutes of the meeting.
Item 3 – Preparation and approval of the voting list
The voting list proposed for approval under item 3 on the agenda is the voting list prepared by Computershare AB, based on the share register for the EGM and received advance votes, and approved by the persons assigned to verify the minutes.
Item 6 – Resolution to approve the board of directors’ resolution to issue shares with deviation from the shareholders’ pre-emption rights
The board of directors proposes that the EGM resolves to approve the board of directors’ resolution from 5 May 2021, to increase the Company’s share capital with no more than SEK 25,411,765.04 by an issue of no more than 14,117,647 shares.
The resolution shall be governed by the following terms and conditions. The right to subscribe for the new shares shall, with deviation from the shareholders’ pre-emption rights, belong to Pareto Securities AB, for further delivery to certain invited investors.
The reasons for the deviation from the shareholders’ pre-emption rights are mainly to diversify the shareholder base in the Company and at the same time take advantage of the opportunity to raise capital in a time- and cost-efficient manner.
A total amount of SEK 25,411,765.04 shall be paid for all shares, corresponding to approximately SEK 1.80 per new share, which is the quotient value of the shares. The subscription price is estimated appropriate by the board of directors since the subscriber, Pareto Securities AB, through a separate agreement has undertaken to, when the shares have been paid for on the settlement day, and been delivered to, the invited investors, pay an additional purchase price.
Subscription of the new shares shall be made on subscription list no later than 24 May 2021. The board of directors shall have the right to extend the subscription period.
Payment for subscribed shares shall be made no later than 24 May 2021 through payment in cash. The board of directors shall have the right to extend the payment period.
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.
For resolution in accordance with the board of directors’ proposal above, it is required that the resolution is supported of shareholders representing at least two-thirds of the number of votes and shares represented at the meeting.
Shareholders’ right to receive information
The board of directors and the CEO shall, if any shareholder so requests and the board of directors considers that it may be done without material harm to the Company, provide information about circumstances that may affect the assessment of an item on the agenda. A request for such information shall be made in writing to Artificial Solutions International AB, attention: Fredrik Törgren, Stureplan 15, 111 45 Stockholm or by e-mail to: fredrik.torgren@artificial-solutions.com no later than Friday 14 May 2021. The information will be disclosed by making it available at the Company’s office and website, www.artificial-solutions.com, no later than Wednesday 19 May 2021. The information will also be sent, within the same period of time, to the shareholders who requested it and stated their postal address or e-mail address.
Documentation
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 at the Company’s office, Stureplan 15, 111 45 Stockholm, Sweden, and at the Company's website no later than Monday 10 May 2021. The documents will also be sent, without charge, to shareholders who so request and inform the Company of their postal address.
Processing of personal data
For information on how your personal data is processed, see the integrity policy that is available at the Company’s website: 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 May 2021
Artificial Solutions International AB (publ)
The board of directors
For further information, please contact:
Fredrik Törgren, CFO, Artificial Solutions
Telephone: +46 (0)70 355 08 29
e-Mail: fredrik.torgren@artificial-solutions.com
About Artificial Solutions
Artificial Solutions® (SSME:ASAI) is the leading specialist in Conversational AI. We enable communication with applications, websites and devices in everyday, humanlike natural language via voice, text, touch or gesture input.
Artificial Solutions’ advanced conversational AI Teneo®, allows business users and developers to create sophisticated, highly intelligent applications that run across 84 languages and dialects, multiple platforms and channels in record time. The ability to analyse and make use of the enormous quantities of conversational data is fully integrated within Teneo, delivering unprecedented levels of data insight that reveal what customers are truly thinking.
Artificial Solutions’ conversational AI technology makes it easy to implement a wide range of natural language applications such as virtual assistants, conversational bots, speech-based conversational UIs for smart devices and more. It is already used daily by millions of people across hundreds of private and public sector deployments worldwide.
Artificial Solutions International is listed on Nasdaq First North Growth Market in Stockholm with short name ASAI. Erik Penser Bank is the Company’s Certified Adviser (www.penser.se, tfn +46 (0) 8-463 83 00, e-post certifiedadviser@penser.se).
For more information, please visit www.artificial-solutions.com.