NOTICE OF ANNUAL GENERAL MEETING IN ARTIFICIAL SOLUTIONS INTERNATIONAL AB

The shareholders of Artificial Solutions International AB, reg. no. 556840-2076 (the “Company”), are hereby invited to the annual general meeting (the “AGM”) on Wednesday 17 June 2020 at 11.00 CET, at Cirio Advokatbyrå, Mäster Samuelsgatan 20 in Stockholm, Sweden.

Participation and notification of attendance

Shareholders who wish to participate in the proceedings of the AGM must:

  • be recorded as shareholder (not nominee registered) in the share register held by Euroclear Sweden AB on Thursday 11 June 2020; and
  • notify the Company of their intention to attend the AGM no later than Thursday 11 June 2020.

Notification of attendance can be made by email (bolagsstamma@cirio.se). Notification of attendance can also be made in writing to Cirio Advokatbyrå AB, “AGM”, Att. Sarah Rehnström, P.O. Box 3294, SE-103 65 Stockholm, Sweden.

Notification shall include the shareholder’s name, personal identity number/corporate registration number, address and phone number as well as the number of any advisors (no more than two).

Nominee registered shares

In addition to notifying the company of attendance, shareholders whose shares are registered in the name of a nominee shareholder through bank or other trustee must register their shares in their own name in the share register (so called voting registration). Such registration may be temporary and must be completed on Thursday 11 June 2020 for the shareholders to be allowed to participate in the AGM. Request for registration must be made well in advance prior to Thursday 11 June 2020. Note that this procedure may also apply to shares that are in the bank’s shareholder account and to certain investment savings accounts (Sw. investeringssparkonton).

Information about measures with regards to the Coronavirus (Covid-19)

As a precaution to prevent the risk of spreading the Coronavirus, there will be no drinks or food served at the AGM, and customary speeches will be minimized. Participation by the management, board of directors and other attendees who are not shareholders will be limited. The Company encourages shareholders to use the below opportunities to exercise their rights without physically attending the AGM. The Company monitors the development carefully and will update the information if needed.

Proxy

Shareholders represented by proxy shall issue a written proxy for the representative. If a proxy is issued by a legal person, a copy of the legal person’s certificate of registration (or equivalent authorization document) evidencing signatory’s authority must be attached. To facilitate entry at the AGM, the proxy form (including any authorization document) should be sent to the Company together with the notification of attendance. The proxy may be valid for a maximum of five years from its issuance. The Company provides a proxy form at the Company’s website, www.artificial-solutions.com.

Postal voting

In accordance with the Swedish Act on temporary exceptions to facilitate the execution of general meetings of companies and other associations (Sw. lagen (2020:198) om tillfälliga undantag för att underlätta genomförandet av bolags- och föreningsstämmor), the Company has decided that the shareholders are to be able to exercise their voting rights by post prior to the AGM. The Company wishes to enable for shareholders to vote by post in order to minimize the number of participants attending the AGM in person and thus reduce the risk of spreading the virus that causes Covid-19.

The Company provides form for postal voting at the Company’s website, www.artificial-solutions.com. The completed and signed form and any authorization documents, if applicable, shall in due time be sent by post to Cirio Advokatbyrå AB, “AGM”, Att. Sarah Rehnström, P.O. Box 3294, SE-103 65 Stockholm, Sweden or by email to bolagsstamma@cirio.se. The voting form shall have reached the Company no later than 11 June 2020.

Shareholders who exercise the possibility of postal voting and whose postal vote has been received by the Company by 11 June 2020 do not have to register separately for the AGM since such postal vote will also be considered as a notification. Please note that the shareholder must, if applicable, temporarily enter the shares held via bank or other nominee in their own name (as stated above) even if the shareholder intends to carry out their voting rights by post.

Proposed agenda

  1. Opening of the AGM.
  2. Election of chairman of the AGM.
  3. Preparation and approval of the voting list.
  4. Election of one or two persons to verify the minutes.
  5. Determination of whether the AGM has been duly convened.
  6. Approval of the agenda.
  7. Speech by the CEO.
  8. 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.
  9. Resolution on:
    a. adoption of the income statement and balance sheet, and consolidated income statement and consolidated balance sheet.
    b. appropriation of the Company’s profit or loss according to the adopted balance sheet.
    c. discharge from personal liability of the directors and the CEO.
  10. Resolution on the number of directors and auditors.
  11. Determination of remuneration to be paid to the board of directors and the auditors.
  12. Election of board of directors, chairman of the board of directors and auditors.
  13. Resolution on amendment of the articles of association.
  14. Resolution on establishment of Incentive Program 2020/2025:1 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.
  15. Resolution on establishment of Incentive Program 2020/2025:2 by a) directed issue of warrants to subsidiary and b) approval of transfer of warrants to directors of the Company.
  16. Resolution on authorization for the board of directors to resolve on issues of shares, warrants and/or convertible instruments.
  17. Determination of principles for establishment of nomination committee and instruction for the nomination committee.
  18. Closing of the AGM.

Proposed resolutions

Election of chairman of the AGM (item 2)

The nomination committee proposes that lawyer Annika Andersson from Cirio Advokatbyrå is appointed as chairman of the AGM.

Resolution on appropriation of the Company’s profit or loss according to the adopted balance sheet (item 9 b))

The board of directors proposes that no dividend shall be made for the 2019 financial year and that the net profit for the year shall be carried forward.

Resolution on the number of directors and auditors (item 10)

The nomination committee proposes that the number of AGM-elected directors shall be six 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 11)

The nomination committee proposes that the remuneration to be paid to the board of directors shall amount to a total of SEK 1 650 000, whereas SEK 450 000 to the chairman and SEK 300 000 to each one of the other AGM-elected directors who are not employed by the Company, except for Fredrik Oweson who abstains from remuneration for 2020. Compensation for work carried out in the board of directors’ committees is included in the remuneration.

The nomination committee proposes that the auditor will be paid as per approved invoice.

Election of board of directors, chairman of the board of directors and auditors (item 12)

The nomination committee proposes re-election of directors Åsa Hedin, Johan Ekesiöö, Bodil Eriksson, Johan Gustavsson, Fredrik Oweson and Jan Uddenfeldt for the time until the end of the next AGM. The nomination committee proposes that Åsa Hedin is re-elected as chairman of the board of directors.

The nomination committee proposes election of the registered accounting firm Grant Thornton Sweden AB as auditor for the time until the end of the next AGM. The accounting firm Grant Thornton Sweden AB has announced that if the AGM resolves in accordance with the proposal, it intends to appoint the authorized accountant Carl-Johan Regell as auditor in charge.

Resolution on amendment of the articles of association (item 13)

The board of directors proposes that the AGM resolves to amend § 8 of the articles of association regarding record day for the right to attend a shareholders’ meeting as follows, in order to comply with future regulatory changes.

Current wording Proposed wording
§ 8 Notice of shareholders’ meeting Notice of shareholders’ meetings shall be made by publication in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and by making the notice available at the company´s website. Information that the notice has taken place shall be published in Svenska Dagbladet.Shareholders who want to participate in a shareholders’ meeting, shall be listed in print-outs or other representation of the entire shareholders’ register concerning the circumstances five business days prior to the meeting, as well as notify the company no later than the day which is specified in the notice to the meeting. The last-mentioned day may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not fall earlier than the fifth business day prior to the meeting.Notice of annual general meeting and notice of extraordinary general meeting where a resolution on amendment of the articles of association will be resolved upon shall be issued no earlier than six weeks and no later than four weeks prior to the meeting. Notice of other extraordinary general meeting shall be issued no earlier than six weeks and no later than two weeks prior to the meeting. Notice of shareholders’ meeting Notice of shareholders’ meetings shall be made by publication in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and by making the notice available at the company´s website. Information that the notice has taken place shall be published in Svenska Dagbladet.Shareholders who want to participate in a shareholders’ meeting, shall be listed in print-outs or other representation of the entire shareholders’ register in accordance with the provisions in the Swedish Companies Act (Sw. aktiebolagslagen), as well as notify the company no later than the day which is specified in the notice to the meeting. The last-mentioned day may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not fall earlier than the fifth business day prior to the meeting.Notice of annual general meeting and notice of extraordinary general meeting where a resolution on amendment of the articles of association will be resolved upon shall be issued no earlier than six weeks and no later than four weeks prior to the meeting. Notice of other extraordinary general meeting shall be issued no earlier than six weeks and no later than two weeks prior to the meeting.

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 (Sw. Bolagsverket) (“SCRO”).

Resolution on establishment of Incentive Program 2020/2025:1 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 14)

The board of directors proposes that the AGM resolves on the establishment of incentive program 2020/2025:1 by the Company conducting a directed issue of warrants and transfer of warrants to management and other key employees of the Company or its subsidiaries on the terms set forth below (“Incentive Program 2020/2025:1”).

The issue of warrants shall, with deviation from the shareholders’ pre-emptive rights, be directed to the Company’s wholly-owned subsidiary Artificial Solutions Holding ASH AB (the “Subsidiary”). The warrants shall be issued without consideration. Right to subscribe for the warrants confers to the Subsidiary with right and obligation for the Subsidiary to offer current and future management and other key employees of the Company or its subsidiaries, to obtain warrants on the terms set forth below.

The board of directors shall have the right to deviate from or amend the terms for Incentive Program 2020/2025:1 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 maximum dilution effect of Incentive Program 2020/2025:1 is at most calculated to about 1.78 per cent of the current number of shares and votes in the Company. The dilution effect has been calculated as the maximum number of shares and votes that can be issued divided by the current number of shares and votes in the Company.

A.           Directed issue of warrants to the Subsidiary

The issue, which consist of a maximum of 769,280 warrants of series 2020/2025:1, shall be made with deviation from the shareholders’ pre-emptive rights and on the following terms.

The Company shall issue a maximum of 769,280 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 17 June 2020 to 19 June 2020. The board of directors shall have the right to extend the subscription period. Resolution on allocation of warrants is resolved upon immediately after the end of the subscription period and is communicated to subscribers around 19 June 2020.

The warrants may be exercised by application for subscription of new shares during the period from 1 June 2025 to 15 October 2025. Holders shall, in accordance with the terms and conditions stated in the complete proposal, during the period from 1 June 2025 to 15 October 2025 have a right to subscribe for one (1) new share in the Company for each warrant. The subscription price of shares when exercising the warrants corresponds to 250 per cent of the volume-weighted average price for the Company’s share on Nasdaq First North Growth Market from 2 June 2020 until 16 June 2020. However, the subscription price may never be less than the quotient value of the share.

Provided that the warrants of Incentive Program 2020/2025:1 are fully exercised, the Company’s share capital can increase with a maximum of SEK 1,384,704.03 (provided current quotient value of SEK 1.80 and that no re-calculations have been made in accordance with the terms and conditions stated in the complete proposal).

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 SCRO and the shares have been entered into the share register kept by Euroclear Sweden AB.

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 Euroclear Sweden AB, in case of resolution from the board of directors on registration with Euroclear Sweden AB.

B.           Approval of transfer of warrants

The board of directors proposes that the AGM resolves to approve that the Subsidiary may transfer a maximum of 769,280 warrants in the Company of series 2020/2025:1 to current and future management and other key employees of 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 2020/2025:1.

Management and other key employees will, within Incentive Program 2020/2025:1, be offered to subscribe for warrants divided into three categories:

Category A (CEO of the Company) is offered a maximum of 192,321 warrants.

Category B (other management) are offered a maximum of 25,000–65,000 warrants each and a total maximum of 476,948 warrants.

Category C (other key employees) are offered a maximum of 1,500–12,500 warrants each and a total maximum of 100,011 warrants.

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 wishes to acquire exceed the highest number of warrants that can be issued within Incentive Program 2020/2025:1, 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 2021 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 2020/2025:1 regarding employees in Sweden

The following terms apply when warrants are transferred to participants within Incentive Program 2020/2025:1 that are employed in Sweden.

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 250 per cent of the volume weighted average price for the Company’s share on Nasdaq First North Growth Market from 2 June 2020 until 16 June 2020, however, not less than the quotient value of the share.

The participant is solely responsible for the funding of the option premium when purchasing the warrants.

Terms and guidelines for Incentive Program 2020/2025:1 regarding other employees

The following terms apply when warrants are transferred to participants within Incentive Program 2020/2025:1, aside from the participants employed in Sweden, which have been adapted in accordance with common principles in the current markets.

The warrants shall be transferred without consideration.

Resolution on establishment of Incentive Program 2020/2025:2 by a) directed issue of warrants to subsidiary and b) approval of transfer of warrants to directors of the Company (item 15)

Main shareholders, which holds shares corresponding to approximately 38.8 per cent of the total number of shares and votes in the Company, propose that the AGM resolves on the establishment of incentive program 2020/2025:2 by the Company conducting a directed issue of warrants and transfer of warrants to directors of the Company on the terms set forth below (“Incentive Program 2020/2025:2”).

The issue of warrants shall, with deviation from the shareholders’ pre-emptive rights, be directed to the Company’s wholly-owned subsidiary Artificial Solutions Holding ASH AB. The warrants shall be issued without consideration. Right to subscribe for the warrants confers to the Subsidiary with right and obligation for the Subsidiary to offer current and future directors of the Company, to obtain warrants on the terms set forth below.

The main shareholders consider it important and in the best interest of all shareholders that the directors, 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 maximum dilution effect of Incentive Program 2020/2025:2 is at most calculated to about 0.35 per cent of the current number of shares and votes in the Company. The dilution effect has been calculated as the maximum number of shares and votes that can be issued divided by the current number of shares and votes in the Company.

A.           Directed issue of warrants to the Subsidiary

The issue, which consist of a maximum of 149,372 warrants of series 2020/2025:2, shall be made with deviation from the shareholders’ pre-emptive rights and on the following terms.

The Company shall issue a maximum of 149,372 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 directors of the Company 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 17 June 2020 to 19 June 2020. The board of directors shall have the right to extend the subscription period. Resolution on allocation of warrants is resolved upon immediately after the end of the subscription period and is communicated to subscribers around 19 June 2020.

The warrants may be exercised by application for subscription of new shares during the period from 1 June 2025 to 15 October 2025. Holders shall, in accordance with the terms and conditions stated in the complete proposal, during the period from 1 June 2025 to 15 October 2025 have a right to subscribe for one (1) new share in the Company for each warrant. The subscription price of shares when exercising the warrants corresponds to 250 per cent of the volume-weighted average price for the Company’s share on Nasdaq First North Growth Market from 2 June 2020 until 16 June 2020. However, the subscription price may never be less than the quotient value of the share.

Provided that the warrants of Incentive Program 2020/2025:2 are fully exercised, the Company’s share capital can increase with a maximum of SEK 268,869.61 (provided current quotient value of SEK 1.80 and that no re-calculations have been made in accordance with the terms and conditions stated in the complete proposal).

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 directors of the Company 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 SCRO and the shares have been entered into the share register kept by Euroclear Sweden AB.

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 Euroclear Sweden AB, in case of resolution from the board of directors on registration with Euroclear Sweden AB.

B.           Approval of transfer of warrants

The main shareholders proposes that the AGM resolves to approve that the Subsidiary may transfer a maximum of 149,372 warrants in the Company of series 2020/2025:2 to current and future directors of the Company, or in any other way dispose of the warrants in order to secure the Company’s commitments in relation to Incentive Program 2020/2025:2.

Directors of the Company will, within Incentive Program 2020/2025:2, be offered to subscribe for a maximum of 22,405–37,347 warrants each and a total maximum of 149,372 warrants.

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 wishes to acquire exceed the highest number of warrants that can be issued within Incentive Program 2020/2025:2, 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 2021 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 2020/2025:2

The following terms apply when warrants are transferred to participants within Incentive Program 2020/2025:2.

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 250 per cent of the volume weighted average price for the Company’s share on Nasdaq First North Growth Market from 2 June 2020 until 16 June 2020, however, not less than the quotient value of the share.

The participant is solely responsible for the funding of the option premium when purchasing the warrants.

Resolution on authorization for the board of directors to resolve on issues of shares, warrants and/or convertible instruments (item 16)

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 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 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 SCRO.

Determination of principles for establishment of nomination committee and instruction for the nomination committee (item 17)

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 chairman 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 Euroclear Sweden AB’s transcript of the share register as of 30 September. The majority of the members of the nomination committee shall be independent in relation to the Company. The CEO or management may not be part of the nomination committee. At least one of the members of the nomination committee shall be independent in relation to the largest shareholder of the Company in terms of voting rights or group of shareholders who cooperates on the Company’s management.

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 Euroclear Sweden AB’s transcript of the share register as soon as possible after the member had left the nomination committee. Owners who have appointed a member of the nomination committee have the right to dismiss such a member and appoint a new member. Amendments in the composition of the nomination committee must be immediately announced.

Instruction for the nomination committee

The nomination committee is to prepare proposals of resolutions regarding the following matters to the AGM:

a. Election of chairman of the AGM.
b. Determination of the number of directors and deputy directors.
c. Determination of remuneration and other fees to the board of directors, distinguishing between the chairman of the board and other directors.
d. Determination of remuneration to auditors.
e. Election of directors and chairman of the board.
f. Election of auditors.
g. Resolution on principles for establishment of the nomination committee and instruction for the nomination committee prior to the 2021 AGM.

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.

Majority requirements

Valid resolutions on items 13 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. Valid resolutions on items 14 and 15 require that the proposals are supported by shareholders with at least nine tenths of both the votes casted and the shares represented at the AGM.

Disclosures at the AGM

A shareholder is entitled to require that the board of directors and the CEO, when possible without causing material damage to the Company, provide disclosures regarding circumstances that may have an effect on the assessment of an item on the agenda, on the economic situation of the Company or a subsidiary within the group or the Company´s relation to another company within the group.

Provision of documents

The annual report and the audit 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 in Stockholm, Sweden) and on the Company´s website (www.artificial-solutions.com) no later than 27 May 2020. Copies of the documents will, upon request, be sent to shareholders who have provided their postal address. Copies of the documents will also be available at the AGM.

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.

__________________

Stockholm in May 2020

Artificial Solutions International AB (publ)

The board of directors

For more information:

Lawrence Flynn, CEO, Artificial Solutions

Tel: +44 (0)1635 523267

Email: lawrence.flynn@artificial-solutions.com

Artificial Solutions International is listed on Nasdaq First North Growth Market in Stockholm with short name ASAI. Erik Penser Bank is the Company’s Certified Adviser (www.penser.se, tfn +46 (0) 8-463 83 00, e-post certifiedadviser@penser.se).

Artificial Solutions® is the leading specialist in enterprise-strength conversational AI, a form of Artificial Intelligence that allows people to communicate with applications, websites and devices in everyday, humanlike natural language via voice, text, touch or gesture input.

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