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2022-05-30

Artificial Solutions International AB: Bulletin from Artificial Solutions 2022 annual general meeting

Artificial Solutions International AB (the "Company") has today on 30 May 2022 held its annual general meeting ("AGM"). The AGM resolved on, inter alia, establishment of an incentive program to management and other key employees, change in the board of directors, an issuance authorization for the board of directors, a reverse share split and amendment of the articles of association.

The annual general meeting was held only by postal voting and thus without physical presence of shareholders, proxies or external parties. The following resolutions were resolved at the annual general meeting.

Adoption of the income statement and balance sheet

The AGM adopted the income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet for the 2021 financial year.

Appropriation of the Company's result according to the adopted balance sheet

The AGM resolved that no dividend shall be made for the 2021 financial year and that the net profit for the year shall be carried forward.

Discharge from personal liability

The AGM granted the directors and the CEO discharge from personal liability for the 2021 financial year.

Board of directors and auditors

In accordance with the nomination committee's proposal, the AGM resolved on re-election of directors Åsa Hedin, Johan Gustavsson, Fredrik Oweson and Vesna Lindkvist, and election of Paul St John as directors until the end of the next AGM. Åsa Hedin was re-elected as chairperson of the board of directors. It was noted that Johan Ekesiöö och Jan Uddenfeldt had declined re-election.

The registered accounting firm Grant Thornton Sweden AB was re-elected as auditor for the time until the end of the next AGM. Grant Thornton Sweden AB has announced that the authorized auditor Carl-Johan Regell will be appointed as auditor in charge.

The AGM resolved that remuneration to the board of directors for the time until the end of the next AGM shall amount to a total of SEK 1,200,000, whereas SEK 600,000 to the chair and SEK 300,000 to each one of the other AGM-elected directors. Fredrik Oweson and Paul St John has chosen to abstain from remuneration for year 2022. Compensation for work carried out in the board of directors' committees is included in the remuneration.

The auditor will be paid as per approved invoice.

Incentive Program 2022/2025

The AGM resolved, in accordance with the board of directors' proposal, on establishment of Incentive Program 2022/2025 by a) directed issue of warrants to subsidiary and b) approval of transfer of warrants to management and other key employees of the Company or its subsidiaries. The subscription price of shares when exercising the warrants corresponds to 120 per cent of the volume-weighted average price for the Company's share on Nasdaq First North Growth Market from 27 June 2022 to 8 July 2022. Each warrant confers the holder a right to subscribe for one (1) new share in the Company and may be exercised during the period from 1 July 2025 to 15 October 2025. Provided that the warrants are fully exercised, the Company's share capital can increase with a maximum of SEK 4,658,022.717470, corresponding to a maximum of about 3.94 per cent of the current number of shares and votes in the Company.

Issuance authorization

The AGM resolved, in accordance with the board of directors' proposal, 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.

Principles for establishment of nomination committee and instruction for the nomination committee

The AGM resolved, in accordance with the nomination committee's proposal, on principles for establishment of nomination committee and instruction for the nomination committee.

Offer to repurchase warrants

The AGM resolved, in accordance with the board of directors' proposal, on offer to repurchase warrants for settlement of Incentive Program 2020/2025:2 and Incentive Program 2019/2022 which has been issued for the benefit of the board of directors. A total of 322,583 warrants can be repurchased.

Reverse share split and amendment of the Articles of Association

The AGM resolved, in accordance with the board of directors' proposal, on a reverse share split of the Company's shares and amendment of the limits for the number of shares and the share capital in the articles of association to enable the reverse share split. The reverse share split entails that ten (10) existing shares will be consolidated into one (1) new share (Sw. sammanläggning 1:10). The general meeting also resolved to authorize the board of directors to decide on the record date for the reverse share split.

Amendment of the Articles of Association

The AGM resolved, in accordance with the board of directors' proposal, on amendment of the Articles of Association by adopting a new section 12 in the Articles of Association which allows for the board of directors to resolve that the shareholder shall be able to exercise their right to vote by post before a general meeting in accordance with the procedure stated in Chapter 7, Section 4 a, of the Swedish Companies Act.

For further information:

Per Ottosson, CEO, Artificial Solutions
Email: per.ottosson@artificial-solutions.com

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