Corporate Governance

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 17 juni 2020.

§ 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 36 000 000 kronor och högst 144 000 000 kronor.

§ 5 ANTAL AKTIER
Antalet aktier ska vara lägst 18 000 000 och högst 72 000 000.

§ 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:

val av ordförande för stämman;
upprättande och godkännande av röstlängd;
val av en eller två justeringsmän;
prövning av om stämman blivit behörigen sammankallad;
godkännande av dagordning;
framläggande av årsredovisning samt revisionsberättelse, koncernredovisning och koncernrevisionsberättelse;
besluta) 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.

fastställande av arvode åt styrelsen samt revisorer;
val av styrelse, styrelseordförande och val av revisorer samt eventuella suppleanter;
fastställande av princip för val av valberedning; och
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.

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 five working days (Saturdays included) 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), 18 June 2021

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 Friday 18 June 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 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 Friday 18 June 2021, 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 10 June 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 Thursday 17 June 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 Thursday 10 June 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 Monday 14 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 AGM 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 advance vote. The form is available below and can also be sent by mail to shareholders at the request by telephone no 0771-24 64 00. Submission of the advance voting form in accordance with the below will be considered as notice of attendance

Completed and signed forms for advance voting shall be sent by mail to Computershare AB, attention: ”Artificial Solutions International AB’s AGM”, Box 5267, 102 46 Stockholm and must be received by Computershare AB on Thursday 17 June 2021 at the latest. The advance voting form may also be submitted electronically. Electronic submission can be made either through verification through BankID in accordance with instructions available below or by sending the completed advance 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 advance vote. If so, the entire advance vote is invalid. Further instructions and conditions can be found in the advance voting form.

Digital form for advance voting can be found here:

https://scrive.com/t/9222115557447148526/22b9863fa8077299

Proxy

If the shareholders submit a 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 below. 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: fredrik.torgren@artificial-solutions.com no later than Tuesday 8 June 2021. The information will be disclosed by making it available at the Company’s office and website, www.artificial-solutions.com, no later than Sunday 13 June 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.

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 Euroclear Sweden AB’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Documents

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

Previous Meetings

Annual General Meeting, 8 June 2017

Extraordinary General Meeting, 8 February 2017

Extraordinary General Meeting, 2 November 2016

Annual General Meeting, 29 June 2016

Extraordinary General Meeting, 6 May 2016

Extraordinary General Meeting, 18 December 2015

Annual General Meeting, 24 June 2015

Extraordinary General Meeting, 13 February 2014

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.

Nominations

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:

  • Andreas Ossmark, Scope
  • Bengt Kileus, AFA Försäkring
  • Henrik Söderberg, C Worldwide

Audit and Compensation Committee

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 heading “Auditors” in the section “Board of Directors, senior executives and auditor”.

Accountants

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 2019, for the period until the end of the AGM 2020. 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 Sveavägen 20, 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.

Artificial Solutions Holding ASH AB

Artificial Solutions International AB’s reg. no: 556840-2076

Articles of Association adopted 2019-02-28

Articles of Association

Click here to read our Articles of Association.

Board

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
Åsa Hedin Chairman 2019 Yes Yes
Johan Ekesiöö Board member 2019 Yes Yes
Bodil Eriksson Board member 2019 Yes Yes
Johan A. Gustavsson Board member 2019 Yes Yes
Fredrik Oweson Board member 2019 Yes No
Jan Uddenfeldt Board member 2019 Yes Yes

Åsa Hedin, 1962

Chairman 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, Tobii AB, Industrifonden and E. Öhman J:or Fonder AB. +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: 49,996 shares, 58,688 warrants 2019/2022 and 37,343 warrants 2020/2025.

Bodil Eriksson, 1963

Board member since 2019.

Education: University studies at Uppsala University and RMI-Berghs.

Other ongoing assignments: Chairman of Sunfleet Carsharing AB. Board member of Swedbank AB. CEO of Volvo Car Mobility AB.

Previous assignments (last 5 years) and work experience: Board member of Coop Sverige AB.

Holding in Artificial Solutions: None.

Fredrik Oweson, 1968

Board 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: Board member of Scope Capital SA, Scope Capital Advisory SA, Swedish BRA Holding AB and Woffel SA.

Holdings in Artificial Solutions: 22 406 Warrants 2020/2025.

Johan Ekesiöö , 1954

Board member since 2019.

Education: Master of Business Administration, Stockholm School of Economics. Master of Science, MIT Sloan School.

Experience: Chairman of the board of MetaForce AB and T&V Holding AB. Board member of Aktiebolaget Svensk Bilprovning and Talentech AS. +30 years experience from leading senior executive positions in the IT industry, including CEO IBM Sweden.

Holdings in Artificial Solutions: 100,000 shares, 34,235 warrants 2019/2022 and 22,406 warrants 2020/2025.

Jan Uddenfeldt, 1950

Board member since 2019 (within the Group since 2015).

Education: Technology doctor in Teletransmission theory, Royal Institute of Technology. Master of Science in Electrical Engineering, Royal Institute of Technology.

Experience: +40 years executive experience in hi tech industry including Senior VP Technology, LM Ericsson and Senior VP Technology, Sony Mobile Communications , Currently Board member of Kaloom, Inc. , Nanosys Inc. and advisor to multiple Silicon Valley startups. .

Holdings in Artificial Solutions: 10 246 shares. 34 235 warrants 2019/2022 and 22 406 warrants 2020/2025.

Johan A. Gustavsson, 1963

Board 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: 1,400,449 shares, privately and through companies. 34,235 warrants 2019/2022 and 22,406 warrants 2020/2025.

Management

Per Ottosson, 1970

Chief 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: 118 519 shares.

Daniel Eriksson, 1976

Chief 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: 53 201 shares.

Fredrik Törgren, 1976

Chief 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: 92 934 shares, 100,000 warrants 2019/2024 and 60,000 warrants 2020/2025.

Marie Angselius-Schönbeck, 1970

Chief 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: 37 090 shares.

Andreas Wieweg, 1975

Chief Technical Officer since 2019 (in Artificial Solutions Holding since 2008).

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: 49 440 shares, 54,580 warrants 2019/2024 and 77,500 warrants 2020/2025.

Fredrik Blomberg, 1990

Head of Sales Operations & Business Intelligence since 2021.

Education: Master of Science in Business & Economics, Stockholm University. Studies in Leadership & Strategy, Swedish Defence University.

Experience: Sales Operations Executive at IPSoft.

Holdings in Artificial Solutions:-

For more information about Indentive, please visit: https://indentive.se/for-investerare/.