Articles of Association
The following text is only available in Swedish at the moment.
För Artificial Solutions International AB org.nr. 556840-2076
Bolagsordning antagen på årsstämman den 30 maj 2022.
§ 1 FIRMA
Bolagets firma är Artificial Solutions International AB. Bolaget är publikt (publ).
§ 2 STYRELSENS SÄTE
Bolagets styrelse ska ha sitt säte i Stockholms kommun.
§ 3 VERKSAMHET
Bolaget ska, direkt eller indirekt, bedriva verksamhet, för att företrädesvis utveckla och marknadsföra och försälja produkter och tjänster inom mjukvarusektorn och inom IT, samt äga och förvalta värdepapper samt bedriva därmed förenlig verksamhet.
§ 4 AKTIEKAPITAL
Aktiekapitalet ska vara lägst 100 000 000 kronor och högst 400 000 000 kronor.
§ 5 ANTAL AKTIER
Antalet aktier ska vara lägst 6 500 000 och högst 26 000 000.
§ 6 STYRELSE
Styrelsen ska bestå av lägst tre (3) och högst sju (7) ledamöter med högst tre (3) suppleanter.
§ 7 REVISORER
För granskning av bolagets årsredovisning jämte räkenskaperna samt styrelsens och verkställande direktörens förvaltning utses en (1) till två (2) revisorer med eller utan revisorssuppleanter eller ett (1) eller två (2) registrerade revisionsbolag.
§ 8 KALLELSE TILL BOLAGSSTÄMMA
Kallelse till bolagsstämma ska ske genom annonsering i Post och Inrikes Tidningar samt genom att kallelsen hålls tillgänglig på bolagets webbplats. Att kallelse har skett ska annonseras i Svenska Dagbladet.
Aktieägare som vill delta i en bolagsstämma ska dels vara upptagen i utskrift eller annan framställning av hela aktieboken på sätt som föreskrivs i aktiebolagslagen, dels göra anmälan till bolaget senast den dag som anges i kallelsen till bolagsstämman. Sistnämnda dag får inte vara en söndag, annan allmän helgdag, lördag, midsommarafton, julafton eller nyårsafton och får inte infalla tidigare än femte vardagen före bolagsstämman.
Kallelse till årsstämma samt kallelse till extra bolagsstämma där fråga om ändring av bolagsordningen kommer att behandlas ska ske tidigast sex veckor och senast fyra veckor före stämman. Kallelse till annan extra bolagsstämma ska utfärdas tidigast sex veckor och senast två veckor före stämman.
§ 9 ÅRSSTÄMMA
På årsstämma ska följande ärenden förekomma till behandling:
1. val av ordförande för stämman;
2. upprättande och godkännande av röstlängd;
3. val av en eller två justeringsmän;
4. prövning av om stämman blivit behörigen sammankallad;
5. godkännande av dagordning;
6. framläggande av årsredovisning samt revisionsberättelse, koncernredovisning och koncernrevisionsberättelse;
a) om fastställande av resultat- och balansräkning samt i
förekommande fall koncernresultat- och balansräkning;
b) om dispositioner beträffande bolagets vinst eller förlust
enligt den fastställda balansräkningen;
c) om ansvarsfrihet åt styrelseledamöter och verkställande
direktör när sådan förekommer;
8. bestämmande av antalet styrelseledamöter och styrelsesuppleanter samt, i förekommande fall, antalet revisorer och revisorssuppleanter, alternativt registrerade revisionsbolag.
9. fastställande av arvode åt styrelsen samt revisorer;
10. val av styrelse, styrelseordförande och val av revisorer samt eventuella suppleanter;
11. fastställande av princip för val av valberedning; och
12. annat ärende som ankommer på stämman enligt aktiebolagslagen eller bolagsordningen.
§ 10 RÄKENSKAPSÅR
Bolagets räkenskapsår ska vara 1/1–31/12.
§ 11 AVSTÄMNINGSFÖRBEHÅLL
Bolagets aktier ska vara registrerade i ett avstämningsregister enligt lagen (1998:1479) om värdepapperscentraler och kontoföring av finansiella instrument.
§ 12 POSTRÖSTNING
Styrelsen får inför en bolagsstämma besluta att aktieägare ska kunna utöva sin poströst per post före bolagsstämman.
Annual General Meetings
According to the Swedish Companies Act (2005: 551), the Annual General Meeting (AGM) is the Company’s highest decision-making body. At the AGM, the shareholders exercise their voting rights in key issues, including the adoption of income statements and balance sheets, disposition of the Company’s results, granting discharge from liability for the Board members and the CEO, election of Board members and auditors, and remuneration to the Board and the auditors.
Artificial Solutions AGMs are held in the municipality of Stockholm every calendar year before the end of June. In addition to the AGM, extraordinary general meetings may be convened. According to the Articles of Association, a notice convening an AGM shall be made by announcement in Post- och Inrikes Tidningar and by keeping the notice available on the Company’s website. At the same time, it shall be announced in Svenska Dagbladet that a notice convening the AGM has been issued.
Right to participate in a general meeting
Shareholders who wish to attend a general meeting must be included in the share register kept by Euroclear Sweden six banking days before the meeting, and notify the Company of its intention to attend the general meeting no later than the date stated in the notice of the meeting. Shareholders may attend general meetings in person or by proxy and may also be assisted by a maximum of two persons. Usually it is possible for shareholders to register for the general meeting in several different ways, which are specified in the notice to the meeting. Shareholders are entitled to vote for all shares held by the shareholder in the Company.
Shareholders’ right of initiative
Shareholders who wish to have a matter dealt with at the General Meeting must send a written request to the Board. Such request should normally be submitted to the Board no later than seven weeks before the AGM.
Legislation and Articles of Association
Artificial Solutions International AB was established in Sweden and is a public limited liability company governed by Swedish law, primarily through the Swedish Companies Act (2005:551). In addition, the Company will apply the rules and recommendations associated with the listing of the Company’s share on Nasdaq First North. In addition to legislation including regulations and recommendations, the Articles of Association forms the basis for the governance of the Company’s operations. The Articles of Association states, among other things, the location of the Board’s registered office, business description, limits on share capital and the number of shares as well as requirements for attending to the General Meeting. The Articles of Association appear in its entirety in the section “Articles of Association”.
ANNUAL GENERAL MEETING IN ARTIFICIAL SOLUTIONS INTERNATIONAL AB (PUBL), 30 MAY 2022
The shareholders of Artificial Solutions International AB (publ), reg. no. 556840-2076, (the “Company”) are hereby invited to the annual general meeting (the “AGM”) on Monday 30 May 2022.
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 30 May 2022, as soon as the result of the voting has been finally confirmed.
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 Thursday 19 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 Euroclear Sweden AB as of the record date Thursday 19 May 2022. 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 Monday 23 May 2022 will be taken into account in the preparation of the share register.
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 email@example.com 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: Anja Nousiainen Hult, Box 3294, 103 65 Stockholm. The form must reach the Company by no later than Friday 27 May 2022, irrespective of whether the shareholder use the digital form or order a form that is returned by regular mail. Shareholders exercising their voting rights by postal voting do not need to register specifically for the meeting, the submitted voting form will be considered a notification. The shareholders may not provide special instructions or conditions to the advance vote. If so, the entire advance vote is invalid. Further instructions and conditions are provided in the postal voting form.
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.
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 Artificial Solutions International AB, attention: Fredrik Törgren, Stureplan 15, 111 45 Stockholm or by e-mail to: firstname.lastname@example.org no later than Friday 20 May 2022. The information will be disclosed by making it available at the Company’s office and website, https://www.investors.artificial-solutions.com/corporate-governance, no later than Wednesday 25 May 2022. 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.
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 Stockholm, Sweden, and on the Company´s website, https://www.investors.artificial-solutions.com/corporate-governance, no later than Monday 9 May 2022. Copies of the documents will, upon request, be sent to shareholders who have provided their postal address.
Processing of personal data
– Notice of Annual General Meeting
– Link to digital postal voting form
– Proxy form
– Board of directors’ statement according to Chapter 19 Section 22 of the Swedish Companies Act
– Instruction for the nomination committee
– Nomination committee’s proposals
– Board of director’s proposal on Incentive program 2022/2025
– Board of directors’ proposal on authorization for the board
– Board of directors’ proposal on repurchase of warrants
– Board of directors’ proposal on the reverse share split
– Board of directors’ proposal on amendment of the articles of association
– Minutes of Annual General Meeting
Annual General Meeting, 18 June 2021
– Notice of Annual General Meeting
– Proposal by main shareholders of resolution on Incentive Program 2021 – 2024
– Proposal by the board of directors of resolution on Incentive Program 2021 – 2024
– Proxy Form
– Notification of Attendance and form for advance voting
– Minutes of Annual General Meeting
Extraordinary General Meeting, 24 May 2021
Annual General Meeting, 17 June 2020
Extraordinary General Meeting, 8 January 2020
Annual General Meeting, 26 June 2018
Extraordinary General Meeting, 16 July 2018
Extraordinary General Meeting, 30 November 2017
Extraordinary General Meeting, 24 August 2017
Extraordinary General Meeting, 8 February 2017
Extraordinary General Meeting, 2 November 2016
Extraordinary General Meeting, 6 May 2016
Extraordinary General Meeting, 18 December 2015
Swedish Code of Corporate Governance
The Swedish Code of Corporate Governance (the “Code”) shall be applied by companies whose shares are admitted to trading on a regulated market. The code does not currently have to be applied by companies whose shares are listed on Nasdaq First North. It is therefore not binding on Artificial Solutions, but is an important part of the Company’s guidelines for corporate governance. If the Code becomes binding for Artificial Solutions, the Company will apply it.
At the AGM on February 28, 2019, it was decided to adopt principles for the appointment of the Nomination Committee. The following principles apply to the appointment of the Nomination Committee. The Chairman of the Board was instructed to contact the three largest shareholders or the groups of owners in terms of voting rights (herewith referred to both direct registered shareholders and nominee-registered shareholders) in the Company, according to Euroclear Sweden’s transcript of the share register as of September 30, 2019, and urge them to appoint a representative each to, together with the Chairman of the Board, constitute the Nomination Committee for the time until the new nomination committee has been appointed according to the mandate from the next AGM. If one of the three largest shareholders or owner groups does not wish to appoint a representative, the fourth largest shareholder or the owner group should be asked and so on, until the Nomination Committee consists of three members and the Chairman of the Board.
Information about the names of the members of the Nomination Committee must be submitted no later than six months prior the AGM 2020 on the Company’s website as soon as possible after the Nomination Committee has been constituted. If owners, who are represented on the Nomination Committee, no longer belong to the three largest shareholders after the announcement, their representative 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 Euroclear Sweden’s printing of the share register as soon as possible after the member left the Nomination Committee. Owners who have appointed a representative in the Nomination Committee have the right to dismiss such a member and appoint a new representative.
The current Nomination Committee is:
- Åsa Hedin, Chairperson of Artificial Solutions’ Board
- Andreas Ossmark, Scope
- Bengt Kileus, AFA Försäkring
- Henrik Söderberg, C Worldwide
The Swedish Code of Corporate Governance does not currently have to be applied by companies whose shares are listed on Nasdaq First North, and is therefore not binding on Artificial Solutions, however, it is an important part of the Company’s guidelines for corporate governance. In the cases of the Audit Committee and Remuneration Committee, the Board of Directors has made the assessment that committees should be established for both.
The Remuneration Committee consists of Johan Ekesiöö (chairman) and Johan Gustavsson.
The Audit Committee consists of Fredrik Oweson (chairman) and Åsa Hedin.
Internal Control and Audit
According to the Swedish Companies Act (2005:551), the Board of Directors has the overall responsibility for ensuring that the Company’s organization is designed so that the bookkeeping, the financial management and the Company’s financial conditions in general are monitored in a satisfactory manner. Artificial Solutions’ internal control structure is based on the division of responsibilities between the Board and the Chief Executive Officer (CEO). Regular reporting and auditing of financial outcomes takes place in both the operational units’ management bodies as well as within the board.
According to the Articles of Association of Artificial Solutions, one or two auditors with or without deputy auditors, or one or two registered auditing firms, shall be appointed by the General Meeting. The auditor and deputy auditors, if applicable, are appointed yearly at the Annual General Meeting for the period until the next Annual General Meeting has been held.
The auditor reviews the annual report of Artificial Solutions, and accounting, as well as the administration of the board and the CEO. The current auditor is presented under the ‘Auditors’ tab on this page.
Grant Thornton Sweden AB has been the Company’s auditor since 2019; it was elected at the Extraordinary General Meeting on January 28, 2019 and was re-elected at the Annual General Meeting 2022, for the period until the end of the AGM 2023. Carl-Johan Regell (born 1963) is the chief auditor. Carl-Johan Regell is an authorized auditor and member of FAR (the industry organization for auditors in Sweden). Grant Thornton Sweden AB’s address is Kungsgatan 57, Box 7623, 103 94 Stockholm.
Öhrlings PricewaterhouseCoopers AB was the Company’s auditor during the period covered by the historical financial information in the Company description up to and including the Extraordinary General Meeting on January 28, 2019. The chief auditor during the period from the Annual General Meeting 2018 until the end of the Extraordinary General Meeting on January 28, 2019 was Nicklas Kullberg. The chief auditor during the period covered by the historical financial information up to and including the Annual General Meeting 2018 was Dick Svensson. Both Nicklas Kullberg and Dick Svensson are authorized auditors and members of FAR (the industry organization for auditors in Sweden).
The reason for the change of auditor was to select the same auditor for the entire Group after the Reverse Acquisition.
Board of Directors
According to the Articles of Association of Artificial Solutions, the Board of Directors shall consist of three to seven members elected by the Annual General Meeting with a maximum of three deputies. The Board currently consists of six ordinary members, including the Chairman of the Board, without deputies, who have been elected for the period until the end of the Annual General Meeting 2020.
In the table below, information is provided about the members of the Board of Directors regarding their position, year of election and whether they are considered independent in relation to the Company and senior executives and in relation to major shareholders.
|Name||Position||Elected on||Independent in relation to the company and company management||Independent in relation to major shareholders|
|Vesna Lindkvist||Board member||2021||Yes||Yes|
|Johan A. Gustavsson||Board member||2019||Yes||Yes|
|Fredrik Oweson||Board member||2019||Yes||No|
|Paul St. John||Board member||2022||Yes||Yes|
Åsa Hedin, 1962Chairman of the Board since 2019. Board member since 2019.
Education: Master of Science in Biophysics, University of Minnesota.
Experience: Chair of Tobii Dynavox AB. Board member of C-rad AB, Nolato AB, Cellavision AB, Biotage AB, and Industrifonden. +30 years in leading positions in international med tech and tech companies among others as CEO of Elekta Instrument AB and business unit EVP of Elekta Neuroscience.
Holdings in Artificial Solutions: 7,001 shares, 58,688 warrants 2019/2022 and 37,342 warrants 2020/2025.
Fredrik Oweson, 1968Board member since 2019 (in Artificial Solutions Holding since 2008). Co-founder and partner of Scope Capital.
Education: Master of Business Administration, Stockholm School of Economics.
Experience: Over 25 years of board experience. Current boards include Scope Capital SA, Scope Capital Advisory SA, Swedish BRA Holding AB and Woffel SA.
Holdings in Artificial Solutions: No shares. 22,406 warrants 2020/2025.
Johan A. Gustavsson, 1963Board member since 2019 (in Artificial Solutions Holding since 2008). Board assignments in Artificial Solutions since 2001. Co-founder of Artificial Solutions.
Education: Master of Science, Stockholm School of Economics.
Experience: Chairman of Aros Bostadsutveckling AB and Vencom Group Holding BV, as well as board memberships related to these assignments. Earlier experiences include Chairman of Hop Lun International Ltd. and Naturkompaniet AB.
Holdings in Artificial Solutions: 198,893 shares, privately and through companies. 34,235 warrants 2019/2022 and 22,406 warrants 2020/2025.
Paul St. John, 1967Board member since 2022.
Education: Bachelor of Arts in History from Emory University and a Juris Doctor Degree in Criminal Justice
and Correction from DePaul University.
Experience: Vice President Worldwide Sales at Github, Vice President Global Sales at Alfresco and held senior sales executive roles in Riverbed Technology and EMC.
Holdings in Artificial Solutions: No shares; 115,000 warrants 2021/2024:1.
Vesna Lindkvist, 1976Board member since 2021.
Education: MSc degree in computer engineering from KTH Royal Institute of Technology.
Other ongoing assignments:
Previous assignments (last 5 years) and work experience: CPO/CTO at Kivra and previous experience as a Consultant Manager at Valtech Sweden and as System Director at EF Education First.
Holding in Artificial Solutions: None.
Per Ottosson, 1970Chief Executive Officer since 2020.
Education: Master in Finance at Stockholm School of Economics.
Experience: Member of the board of a number of Artificial Solutions subsidiaries. 25 years of experience from senior executive positions within the software/SaaS industry, most recently as Global CRO of IPSoft/Amelia.com.
Holdings in Artificial Solutions: 14,387 shares and 200,000 warrants 2021/2024.
Daniel Eriksson, 1976Chief Innovation & Customer Success Officer since 2020.
Education: Master of Science in Engineering Physics, Royal Institute of Technology. Master in Business and Economics, Stockholm School of Economics.
Experience: 15 years Business Development and Technology Leadership experience with the last 7 years in the automation and conversational AI space.
Holdings in Artificial Solutions: 5,320 shares and 150,000 warrants 2021/2024.
Fredrik Törgren, 1976Chief Financial Officer since 2020.
Education: Master of Business Administration, Stockholm School of Economics.
Experience: Member of the board of a number of Artificial Solutions subsidiaries. 20 years of experience from senior positions within the technology, M&A, VC and software industries, most recently as Group CFO of PE-backed Inteno Group.
Holdings in Artificial Solutions: 19,000 shares, 100,000 warrants 2019/2024, 60,000 warrants 2020/2025 and 150,000 warrants 2021/2024.
Andreas Wieweg, 1975Chief Technical Officer since 2010.
Education: University studies in Computer Science & Mathematics, Stockholm University.
Experience: Andreas leads Artificial Solutions’ product strategy, design and development for the company’s next generation natural language interaction platform
Holdings in Artificial Solutions: 4,944 shares, 54,580 warrants 2019/2024, 77,500 warrants 2020/2025 and 150,000 warrants 2021/2024.
Marie Angselius-Schönbeck, 1970Chief of Impact and Corporate Communications Officer since 2021.
Education: Bachelor's degree in Communications, Lund University.
Experience: 20+ years of experience from leading communication roles. Most recently as Global Head of Corporate Communication at Amelia an IPSoft company and Founding Partner at Angselius Rönn AB.
Holdings in Artificial Solutions: 3,709 shares and 150,000 warrants 2021/2024.