The shareholders of
The board of directors has resolved that the AGM 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 AGM will be published on Monday
Participation and notification of attendance
Shareholders who wish to participate in the AGM by advanced voting must:
- be registered in the share register kept by
Euroclear Sweden AB on Thursday19 May 2022 , and -
give notice of their intention to participate by submitting their advance vote in accordance with the instructions under the heading Advance voting below no later than Friday
27 May 2022 .
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
Advance voting
The shareholders may only exercise their voting rights at the AGM by voting in advance, so-called postal voting, in accordance with Section 22 of the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
For such voting, shareholders must use a digital form which will be available at the Company's website, https://www.investors.artificial-solutions.com/corporate-governance.
Shareholders who do not wish to vote through digital postal voting, may via e-mail contact anja.nousiainen.hult@cirio.se to receive a postal voting form that can be filled in by hand and sent via e-mail to the same address or by mail to Cirio Advokatbyrå AB, att:
Proxy
If the shareholders submit an advance vote by proxy, a power of attorney must be attached to the form. Proxy form for shareholders who wish to advance vote by proxy is available at the Company's website, https://www.investors.artificial-solutions.com/corporate-governance. 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 meeting.
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Election of one or two persons to verify the minutes.
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Preparation and approval of the voting list.
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Determination as to whether the meeting has been duly convened.
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Approval of the agenda.
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Presentation of the annual report and the auditor's report and the consolidated financial statements and the auditor's report on the consolidated financial statements.
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Resolution on:
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adoption of the income statement and balance sheet, and consolidated income statement and consolidated balance sheet.
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appropriation of the Company's profit or loss according to the adopted balance sheet.
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discharge from personal liability of the directors and the CEO.
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Resolution on the number of directors and auditors.
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Determination of remuneration to be paid to the board of directors and the auditors.
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Election of board of directors, chairperson of the board of directors and auditors.
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Resolution on establishment of Incentive Program 2022/2025 by a) directed issue of warrants to subsidiary and b) approval of transfer of warrants to management and other key employees of the Company or its subsidiaries.
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Resolution on authorization for the board of directors to resolve on issues of shares, warrants and/or convertible instruments.
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Determination of principles for establishment of nomination committee and instruction for the nomination committee.
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Resolution on offer to repurchase warrants for settlement of Incentive Program 2020/2025:2 and Incentive Program 2019/2022.
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Resolution on a) reverse share split, and b) amendment of the Articles of Association.
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Resolution on amendment of the Articles of Association.
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Closing of the AGM.
Proposed resolutionsElection of chairperson of the meeting (item 1)
Election of chairperson of the meeting (item 1)
The Nomination Committee proposes that lawyer
Election of one or two persons to verify the minutes (item 2)
The person proposed to verify the minutes is Andreas Ossmark, proxy for Scope, or, if he has an impediment to attend, the person 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.
Preparation and approval of the voting list (item 3)
The voting list proposed for approval under item 3 on the agenda is the voting list prepared by poströsta.se on behalf of the Company, based on the share register for the AGM and received advance votes, and approved by the persons assigned to verify the minutes.
Resolution on appropriation of the Company's profit or loss according to the adopted balance sheet (item 7 b))
The board of directors proposes that no dividend shall be made for the financial year 2021 and that the net profit for the year shall be carried forward.
Resolution on the number of directors and auditors (item 8)
The nomination committee proposes that the number of AGM-elected directors shall be five without any deputies, and that the number of auditors shall be one.
Determination of remuneration to be paid to the board of directors and the auditors (item 9)
The nomination committee proposes that the remuneration to be paid to the board of directors shall amount to a total of
The nomination committee proposes that the auditor will be paid as per approved invoice.
Election of board of directors, chairperson of the board of directors and auditors (item 10)
The nomination committee proposes re-election of directors Åsa
The nomination committee proposes election of the registered accounting firm
Resolution on establishment of Incentive Program 2022/2025 by a) directed issue of warrants to subsidiary and b) approval of transfer of warrants to management and other key employees of the Company or its subsidiaries (item 11)
The board of directors of
The issue of warrants shall, with deviation from the shareholders' pre-emptive rights, be directed to the Company's wholly-owned subsidiary
The board of directors shall have the right to deviate from or amend the terms for Incentive Program 2022/2025 due to local regulations and customs.
The board of directors considers it important and in the best interest of all shareholders that management and other key employees, who are considered important for the group's development, have a long-term interest in a positive value development of the Company's shares. A personal long-term shareholder engagement is expected to contribute to an increased interest in the Company's business and result in full, as well as to increase the participants motivation and affinity with the Company and its shareholders.
The dilution effect of Incentive Program 2022/2025 is calculated to a maximum of about 3,7 per cent of the number of shares and votes in the Company after the proposed reverse share split on which the AGM is expected to resolve. The dilution effect has been calculated as the maximum number of shares and votes that can be issued divided by the number of shares and votes in the Company after the reverse share split 1:10 to be addressed at the AGM on
- Directed issue of warrants to the Subsidiary
The issue, which consist of a maximum of 258,779 warrants of series 2022/2025, shall be made with deviation from the shareholders' pre-emptive rights and on the following terms. This proposed issue of warrants is based on the conditions after the proposed reverse share split 1:10 on which the AGM is expected to resolve.
The Company shall issue a maximum of 258,779 warrants. Each warrant confers the holder a right to subscribe for one (1) new share in the Company.
The warrants shall, with deviation from the shareholders' pre-emptive rights, only be able to be subscribed for by the Company's wholly-owned Subsidiary. Oversubscription is not possible. After subscription, the Subsidiary shall offer management and other key employees to acquire the warrants. The warrants shall be issued without consideration.
The warrants shall be subscribed for on a separate subscription list during the period from
Resolution on allocation of warrants is resolved upon immediately after the end of the subscription period and is communicated to subscribers around
The warrants may be exercised by application for subscription of new shares during the period from
The subscription price of shares when exercising the warrants corresponds to 120 per cent of the volume-weighted average price for the Company's share on Nasdaq First North Growth Market from
Provided that the warrants of Incentive Program 2022/2025 are fully exercised, the Company's share capital can increase with a maximum of
The reason for deviation from the shareholders' pre-emptive rights is that the Company wishes to promote the Company's long-term interests by offering management and other key employees a well-considered incentive program, which give them the opportunity to take part in a positive value development of the Company.
Shares issued due to subscription will confer entitlement to dividends for the first time on the record day for dividends occurring closest after the new shares have been registered with the Swedish Companies Registration Office (the "SCRO") and the shares have been entered into the share register kept by
Warrants held by the Subsidiary, which have not been transferred in accordance with item B or repurchased from participants, may be invalidated by the Company after resolution from the board of directors of the Company with consent from the board of directors of the Subsidiary. Invalidation shall be submitted with the SCRO for registration.
The board of directors, or anyone appointed by the board of directors, shall be authorized to make such minor adjustments of the resolution which may be required for registration with the SCRO or
The complete terms and conditions for the warrants are set out in the complete proposal. For instance, it is stated in the complete proposal that the subscription price, as well as the number of shares each warrant entitles to subscribe for, may be recalculated in the event of a bonus issue, rights issue and in some other cases.
- Approval of transfer of warrants
The board of directors proposes that the AGM resolves to approve that the Subsidiary may transfer a maximum of 258,779 warrants in the Company of series 2022/2025 to management and other key employees who have entered into an employment agreement or consulting agreement with the Company or its subsidiaries, or in any other way dispose of the warrants in order to secure the Company's commitments in relation to Incentive Program 2022/2025.
Management and other key employees will, within Incentive Program 2022/2025, be offered to subscribe for warrants divided into two categories:
Category 1 (management and leaders) are offered a maximum of 5,000 - 25,000 warrants each and a total maximum of 180,000 warrants.
Category 2 (other key employees) are offered a maximum of 2,000 - 15,000 warrants each and a total maximum of 78,779.
The participants can choose to subscribe for a lower number of warrants than what is stated above. Should the total number of warrants the participants wish to acquire exceed the highest number of warrants that can be issued within Incentive Program 2022/2025, a proportional reduction is to be made of the number of warrants each person can be assigned pursuant to the guidelines above. Guaranteed allocation will not occur. A participant has the right to subscribe for a larger number of warrants than what is stated in the guidelines above and may be assigned additional warrants if the program is not fully exercised. Should such oversubscription occur, allocation shall be made to participants who wishes to subscribe for additional warrants, pro rata in relation to the number of warrants they have been assigned in the first allocation.
Any warrants that are not assigned pursuant to the above or that have been repurchased shall be reserved for future recruitments of people within the above stated categories in the group until the end of the 2023 AGM, whereas stated guidelines shall apply.
Participants shall be offered to, following allocation to any future recruitments pursuant to the above, subscribe for additional warrants in addition to what is stated in the guidelines above and may be assigned additional warrants if the program is not fully exercised. Should such subscription occur, allocation shall be made to participants who wishes to subscribe for additional warrants, pro rata in relation to the number of warrants they have been assigned in the first allocation.
Terms and guidelines for Incentive Program 2022/2025 regarding employees and consultants in
The following terms apply when warrants are transferred to participants within Incentive Program 2022/2025 in
Transfer of warrants shall be offered the participants to a subscription price corresponding to a calculated market value according to the Black & Scholes formula based on a subscription price when exercising the warrants of 120 per cent of the volume-weighted average price for the Company's share on Nasdaq First North Growth Market from
Terms and guidelines for Incentive Program 2022/2025 regarding other employees and consultants
The following terms apply when warrants are transferred to participants within Incentive Program 2022/2025, aside from the participants in
The warrants shall be transferred without consideration.
Other
The warrants may be subject to terms and conditions regarding offer of first refusal and vesting.
Information about the incentive program
Other share related incentive programs
A description of the Company's other share related incentive programs can be found in the Company's 2021 annual report, as well as on the Company's website. Aside from the programs described therein, no other share related incentive programs exist in the Company. The board of directors has also proposed for the AGM 2022 to resolve to offer to repurchase warrants issued in Incentive Program 2020/2025:2 and Incentive Program 2019/2022, which programs were directed to the board of directors.
Preparation of the board of director's proposal of Incentive Program 2022/2025
The proposed Incentive Program 2022/2025 has been prepared by the remuneration committee and the board of directors after obtaining input from shareholders and advisors.
Valuation etc.
Valuation of the warrants shall be made with application of the Black & Scholes formula, based on a subscription price when exercising the warrants of 120 per cent of the volume weighted average price for the Company's share on Nasdaq First North Growth Market from
Based on an assumed share price of
Costs and impact on key figures
The part of the Incentive Program 2022/2025 concerning employees and consultants in
The part of Incentive Program 2022/2025 concerning participants in other countries are offered warrants without consideration. This is only considered entailing minor costs. Additionally, social costs may apply if the warrants constitute so called unqualified warrants.
The dilution effect of the warrants may affect the earnings per share.
Provided that the warrants are fully subscribed for, at an assumed price of
Resolution on authorization for the board of directors to resolve on issues of shares, warrants and/or convertible instruments (item 12)
The board of directors proposes that the AGM resolves to authorize the board of directors to, within the framework of the articles of association that apply when the board of directors uses the authorization, until the next AGM, on one or more occasions, with or without deviation from the shareholders' pre-emptive rights, resolve on an increase of the Company's share capital by issuing shares, warrants and/or convertible instruments. The total number of shares covered by such 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 of the first resolution by the board of directors under this authorization.
Payment shall be made in cash, by set-off or in kind or otherwise be bound by conditions. The subscription price shall be set to market value at each time of issue, with subject to marketable issue discount where applicable. The purpose of the authorization is to create flexibility and enable for the board of directors to, when and if deemed necessary, resolve on issues to optimize the Company's capital base and fund growth initiatives as well as diversify the shareholder base with institutional investors.
The board of directors, or anyone appointed by the board of directors, shall be authorized to make such minor adjustments of the resolution which may be required for registration with the Swedish Companies Registration Office.
Determination of principles for establishment of nomination committee and instruction for the nomination committee (item 13)
The nomination committee proposes the following principles for establishment of nomination committee and instruction for the nomination committee.
Principles for establishment of nomination committee
The AGM appoints a nomination committee. The nomination committee shall consist of the chairperson of the board of directors as well as three members elected by the three largest shareholders or groups of owners in terms of voting rights (herewith referred to both direct registered shareholders and nominee registered shareholders) of the Company, according to
Information about the names of the members of the nomination committee and which owner they represent shall be stated on the Company's website. If owners, who are represented in the nomination committee, no longer belong to the three largest shareholders after the announcement, their member shall make their place available and such shareholders belonging to the three largest shareholders shall instead be offered a place in the Company's nomination committee. However, there is no need to consider minor changes. If a member leaves the nomination committee before its work is completed and if the nomination committee considers that there is a need to replace this member, the nomination committee shall appoint a new member according to the principles above, but based on
Instruction for the nomination committee
The nomination committee is to prepare proposals of resolutions regarding the following matters to the AGM:
- Election of chairperson of the AGM.
- Determination of the number of directors and deputy directors.
- Determination of remuneration and other fees to the board of directors, distinguishing between the chairperson of the board and other directors.
- Determination of remuneration to auditors.
- Election of directors and chairperson of the board.
- Election of auditors.
- Resolution on amendments of principles for establishment of the nomination committee and instruction for the nomination committee, as applicable.
No remuneration is made to the nomination committee. The Company shall however be responsible for reasonable costs for the execution of the tasks of the nomination committee.
Resolution on offer to repurchase warrants for settlement of Incentive Program 2020/2025:2 and Incentive Program 2019/2022 (item 14)
The board of directors proposes that the AGM resolves to offer to repurchase, at a price not higher than the warrant holder's acquisition cost, up to 126,966 warrants of the Incentive Program 2020/2025:2 that were transferred to the subscription price of
A repurchase of warrants as above shall be conditional upon each individual warrant holder who wish to have warrants repurchased using the proceeds for the warrants, after any taxes, to acquire new shares in the Company.
The purpose of the repurchase is to limit the dilution of the Company's shares while the warrant holders are offered the opportunity to buy shares in the Company for the proceeds. Repurchased warrants are to be maculated.
Resolution on a) reverse share split, and b) amendment of the Articles of Association (item 15)
For the purpose of achieving an appropriate number of shares in the Company, the board of directors proposes that the AGM resolves on a reverse share split in accordance with item (a) below. In order to carry out the reverse share split in accordance with the board of director's proposal (a), the limits for the number of shares and the share capital set forth in the Articles of Association need to be adjusted in accordance with item (b) below.
a) Resolution on reverse share split
The board of directors proposes that the AGM resolves on a reverse share split of the Company's shares, whereby ten (10) existing shares will be consolidated into one (1) new share (Sw. sammanläggning 1:10).
The board of directors proposes that the AGM authorises the board of directors to determine the record date for the reverse share split. The record date may not occur prior to the registration of the reverse share split with the Swedish Companies Registration Office.
In connection with the determination of the record date for the reverse share split, the board of directors shall publish details of the procedure for the reverse share split.
The resolution on the reverse share split shall be conditional on one of the major shareholders agreeing, free of charge, to contribute shares to shareholders whose number of shares is not evenly divisible by ten (10), and that such shareholder has undertaken to round its remaining shareholding in the Company downwards to the nearest number evenly divisible by ten (10).
After the reverse share split, the number of shares in the Company will decrease from 65,705,389 to 6,570,538. At the same time, the reverse share split increases the quotient value of the share from approximately
b) Resolution to amend the Articles of Association
In order to enable the reverse share split of the Company's shares in accordance with the board of director's proposal under item (a), the board of directors proposes that the AGM resolves to amend § 4 and § 5 of the Articles of Association as follows.
Current wording | Proposed wording |
§ 4 Share capital The share capital in the company shall be not less than 36,000,000 and not more than 144,000,000. | § 4 Share capital The share capital in the company shall be not less than 100,000,000 and not more than 400,000,000. |
§ 5 Number of shares The number of shares in the company shall be not less than 18,000,000 and not more than 72,000,000. | § 5 Number of shares The number of shares in the company shall be not less than 6,500,000 and not more than 26,000,000. |
The board of directors, the CEO or the person that the board of directors appoints shall be authorised to make such minor amendments and clarifications of the resolution by the AGM that is required when registering with the Swedish Companies Registration Office.
The resolution of the AGM according to the board's proposals under items (a) and (b) shall be adopted as one resolution.
Resolution on amendment of the Articles of Association (item 16)
The board of directors propose that the AGM resolves to adopt a new section 12 in the Articles of Association which allows for the board of directors to resolve that the shareholder shall be able to exercise their right to vote by post before a general meeting in accordance with the procedure stated in Chapter 7, Section 4 a, of the Swedish Companies Act as follows.
Current wording | Proposed wording |
- | § 12 Postal voting The board of directors has the right before a general meeting to resolve that shareholders shall be able to exercise their right to vote by post before a general meeting. |
The board of directors, the CEO or the person that the board of directors appoints shall be authorised to make such minor amendments and clarifications of the resolution by the AGM that is required when registering with the Swedish Companies Registration Office.
Majority requirements
Valid resolutions on item 11 requires that the proposal is supported by shareholders with at least nine tenths of both the votes casted and the shares represented at the AGM. Valid resolutions on items 12, 15 and 16 require that the proposals are supported by shareholders with at least two thirds of both the votes casted and the shares represented at the AGM.
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 of business on the agenda, about conditions that may impact assessment of the Company's or a subsidiary's financial situation, and about the Company's relationship with another group company. A request for such information shall be made in writing to
Provision of documents
Annual report, auditor's report, proxy form, the board of directors' complete proposals in accordance with the above and other documents in accordance with the Swedish Companies Act will be available at the Company's office, Stureplan 15, 111 45
Processing of personal data
For information on how your personal data is processed in connection with the AGM, the Company refers to the privacy policy available on
__________________
For further information, please contact:
Fredrik Törgren, CFO,
Telephone: +46 (0)70 355 08 29
e-Mail: fredrik.torgren@artificial-solutions.com
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