The shareholders of
Participation and notification of attendance
A shareholder who wishes to participate in the AGM must (i) be recorded in the share register maintained by
If a shareholder is represented by proxy, a written, dated proxy for the representative must be issued, should the right to vote for the shares be divided among different representatives, the representatives, together with information on the number of shares each representative is entitled to vote for. A proxy form is held available on the Company's webpage, www.investors.artificial-solutions.com. If the proxy is issued by a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. To facilitate the registration at the general meeting, the proxy and the certificate of registration or equivalent certificate of authority should be sent to the Company as set out above so that it is received no later than
Nominee-registered shares
A shareholder whose shares are held with a nominee must, through the nominee, register its shares in its own name so that the shareholder is registered in the share register kept by
Proposed agenda
- Opening of the meeting
- Election of chairperson of the 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
- 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
- Resolution on:
- adoption of the income statement and balance sheet, and consolidated income statement and consolidated balance sheet
- appropriation of the Company's profit or loss according to the adopted balance sheet
- discharge from personal liability of the directors and the CEO
- Resolution on the number of directors and auditors
- Determination of remuneration to be paid to the board of directors and the auditors
- Election of board of directors, chairperson of the board of directors and auditors
-
Resolution on establishment of Warrant Program 2024/2027 through a) directed issue of warrants to the
Company, b ) approval of board memberPaul St. John 's participation in Warrant Program 2024/2027, and c) approval of transfer of warrants to key persons of the Company or its subsidiaries and the board memberPaul St. John - Resolution on authorization for the board of directors to resolve on issues of shares, warrants and/or convertible instruments
- Resolution to amend the articles of association (change of company name)
- Closing of the meeting
Proposed resolutions
Election of chairperson of the meeting (item 2)
The nomination committee, composed by Sven Härgestam,
Resolution on appropriation of the Company's profit or loss according to the adopted balance sheet (item 8 b))
The board of directors proposes that no dividend shall be made for the financial year 2023 and that the result for the year be carried forward.
Resolution on the number of directors and auditors (item 9)
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 10)
The nomination committee proposes that the remuneration to the board of directors shall be paid in a total amount of
In addition, the nomination committee proposes that remuneration to members of the audit committee be paid with
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 11)
The nomination committee proposes re-election of
Description of the new proposed board member
Year of birth: 1967.
Current assignments: Microsoft, Channel Sales Lead Telco Europe,
Previous assignments and experience: Microsoft, Head of Consumer Business in the Nordics (2016-2019), Microsoft, Head of Startups, Developers & Independent Software Vendors (ISVs) (2014-2016),
Education: Frans Schartau Handelsinstitut, Market Economist (1988-1989),
Holding in the Company: 0 shares.
Considered independent in relation to the Company and its executive management, as well as major shareholders: Yes.
The nomination committee proposes election of the registered accounting firm
Resolution on establishment of Warrant Program 2024/2027 through a) directed issue of warrants to the
The board of directors proposes that the AGM resolves on the establishment of Warrant Program 2024/2027 by the Company conducting a directed issue of warrants and resolution on transfer of warrants to key persons who have entered into an employment agreement or consulting agreement with the Company or its subsidiaries and the Company's board member
The issue of warrants shall, with deviation from the shareholders' pre-emption rights, be directed to the Company. The warrants shall be issued without consideration. Right to subscribe for the warrants confers to the Company with right and obligation for the Company to offer certain key persons who have entered into an employment agreement or consulting agreement with the Company or its subsidiaries, and the board member
The board of directors shall have the right to deviate from or amend the terms for Warrant Program 2024/2027 due to local regulations and customs.
Since the warrant program shall be offered on a broad scale in order to best promote long term value creation in the Company and for the Company's shareholders, the board of directors assesses that no predestined and/or measurable criteria should be required in order to be eligible to participate in Warrant Program 2024/2027.
The board of directors considers it important and in the best interest of all shareholders that certain key persons, and the board member
Upon full exercise of all warrants that may be issued in Warrant Program 2024/2027, 9,906,786 new shares will be issued, which corresponds to a dilution of 3.5 per cent of the total number of shares and votes in the Company, however, subject to any potential adjustment which may occur under the terms and conditions for the warrants. Accordingly, the program offers the participants the possibility to increase their shareholding in the Company to the corresponding figure.
In the event that the AGM does not approve item 12 b) (Approval of board member
a) Directed issue of warrants to the Company
The directed issue, which consist of a maximum of 9,906,786 warrants of series 2024/2027, shall be made with deviation from the shareholders' pre-emption rights and on the following terms.
The Company shall issue a maximum of 9,906,786 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-emption rights, only be able to be subscribed for by the Company. The warrants shall be issued free of charge. After subscription, the Company shall offer key persons and the board member
The warrants shall be subscribed for on a separate subscription list within three weeks from date of the resolution on the issue. The board of directors shall have the right to extend the subscription period.
The warrants may be exercised by application for subscription of new shares during the period from and including
The subscription price of shares when exercising the warrants shall correspond to 150 per cent of the volume-weighted average price for the Company's share on Nasdaq First North Growth Market during the ten trading days immediately preceding the AGM. However, the subscription price may never be less than the quota value of the share. If the subscription price exceeds the quota value of the shares, the excess amount (premium) shall be included in the non-restricted share premium fund in the Company's balance sheet.
Provided that the warrants of Warrant Program 2024/2027 are fully exercised, the Company's share capital can increase with a maximum of
The reason for deviation from the shareholders' pre-emption rights is that the Company wishes to promote the Company's long-term interests by offering key persons and the board member
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 Company, which have not been transferred in accordance with item c) 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 Company. 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 will be kept available at the Company's website. The subscription price and the number of shares for which each warrant entitles the holder to subscribe may be subject to recalculation pursuant to a bonus issue, share split, new issue with pre-emption rights and similar measures, whereby conventional terms and conditions for recalculation shall be applied.
b) Approval of board member
The board of directors proposes that the AGM resolves to approve board member
c) Approval of transfer of warrants to key persons of the Company or its subsidiaries and the board member
The board of directors proposes that the AGM resolves to approve that the Company transfers a maximum of 9,906,786 warrants in the Company of series 2024/2027 to key persons who have entered into an employment agreement or consulting agreement with the Company or its subsidiaries, and the board member
Key persons and the board member
Category
| Maximum number of warrants per person | Maximum number of warrants per category |
A. Key persons (maximum 20 persons) | 1,000,000 | 9,256,786 |
650,000 | 650,000 |
The participants can choose to apply 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 Warrant Program 2024/2027, 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 apply 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 Annual General Meeting in 2025. For such acquisitions, the conditions shall be the same or equivalent to what is stated in this resolution. This means, inter alia, that acquisitions of warrants made by new Swedish participants shall be made at market value at the time of the acquisition. The board of directors shall have the right to specify a corresponding application period for new participants whose acquisition takes place after the expiration of the initial application period.
Participants shall be offered to, following allocation to any future recruitments pursuant to the above, apply for additional warrants in addition to what is stated in the guidelines above and may be assigned additional warrants if the program has not been fully exercised. Should such application occur, allocation shall be made to participants who wishes to acquire additional warrants, pro rata in relation to the number of warrants they have been assigned in the first allocation.
Terms and guidelines for participation in Warrant Program 2024/2027 regarding participants in
The following terms apply when warrants are transferred to participants within Warrant Program 2024/2027 in
Transfer of warrants shall be offered the participants to a price corresponding to a calculated market value according to the Black & Scholes pricing formula based on a subscription price when exercising the warrants of 150 per cent of the volume-weighted average price for the Company's share on Nasdaq First North Growth Market during the ten trading days immediately preceding the AGM, however, not less than the quota value of the share, and accepted assumptions about e.g. volatility and risk-free interest at the time of the transfer, see more below.
Terms and guidelines for participation in Warrant Program 2024/2027 regarding foreign participants
Transfers of warrants to foreign participants in Warrant Program 2024/2027 shall be made free of charge.
Other
A condition for allotment of warrants in Warrant Program 2024/2027 is that the participant has entered an undertaking regarding repurchase offer etc, under which the Company has the right, but no obligation to, in case for example the participant's employment in the
The participants will vest the warrants semi-annually. The reason for the vesting period being less than three years is that the board of directors has made the assessment that a longer vesting period than the proposed not sufficiently would contribute to the ability to retain key competence and increase motivation for the participants.
Other share related incentive programs
A description of the Company's other share related incentive programs can be found in the Company's interim report for the first quarter 2024.
Preparation of the board of director's proposal of Warrant Program 2024/2027
The proposal regarding Warrant Program 2024/2027 has been prepared by the board of directors, with the exception of
Valuation etc.
Valuation of the warrants shall be made with application of the Black & Scholes pricing formula, based on a subscription price when exercising the warrants of 150 per cent of the volume weighted average price for the Company's share on Nasdaq First North Growth Market during the ten trading days immediately preceding the AGM but not lower than the quota value of the shares.
Based on an assumed share price of
Costs and impact on key figures
The part of the Warrant Program 2024/2027 concerning participants in
The part of Warrant Program 2024/2027 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
Majority requirements
A resolution according to this item 12 is valid only if supported by shareholders holding not less than nine-tenths (9/10) of both the votes cast and of the shares represented at the AGM.
Resolution on authorization for the board of directors to resolve on issues of shares, warrants and/or convertible instruments (item 13)
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 uses the authorization, until the next Annual General Meeting, 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 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 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 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.
A valid resolution requires that the resolution is supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the AGM.
Resolution to amend the articles of associations (change of company name) (item 14)
The board of directors proposes that the AGM resolves to amend the Company's articles of association as follows. The resolution to amend the Company's company name is conditional upon the Swedish Companies Registration Office's approval of one of the proposed company names. In the event that the Swedish Companies Registration Office does not approve any of the proposed company names, the Company will continue to have
Firstly, Paragraph 1 is proposed to be worded as follows.
Current wording | Proposed wording |
Paragraph 1
The company's business name is | Paragraph 1
The company's business name is |
Secondly, Paragraph 1 is proposed to be worded as follows.
Current wording | Proposed wording |
Paragraph 1
The company's business name is | Paragraph 1
The company's business name is |
Thirdly, Paragraph 1 is proposed to be worded as follows.
Current wording | Proposed wording |
Paragraph 1
The company's business name is | Paragraph 1
The company's business name is |
The board of directors, the CEO or anyone appointed by the board of directors or the CEO, shall be authorized to make such minor adjustments of the resolution which may be required for registration with the Swedish Companies Registration Office or due to other formal requirements.
A valid resolution requires that the resolution is supported by shareholders representing at least two thirds of the votes cast as well as of 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.
Available documents
The annual report, the auditor's report, proxy form 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
__________________
The board of directors
For further information:
Per Ottosson, CEO,
Email: per.ottosson@artificial-solutions.com
About
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