Lund, April 29, 2015 — The shareholders of Anoto Group AB (publ), are hereby invited to attend the Extraordinary General Meeting to be held on Thursday, 21 May 2015 immediately following the Annual General Meeting to be held the same day, but not earlier than 13:45 CET, at the Company’s premises at Traktorvägen 11 in Lund, Sweden.
Notification of participation
Shareholders wishing to attend the General Meeting must
- be entered as shareholders in the share register maintained by Euroclear Sweden AB no later than on Friday, 15 May 2015,
- notify the Company of their intention to participate no later than on Monday, 18 May 2015, preferably before noon.
Attendance is to be notified by mail to Anoto Group AB (publ) at Traktorvägen 11, SE-226 60 Lund, Sweden, by fax +46 46 540 12 02, by telephone +46 46 540 12 00, or by e-mail to AGM2015@anoto.com. Please note that shareholders giving notice to participate at the Annual General Meeting will automatically be registered for participation at the Extraordinary General Meeting to be held immediately following the Annual General Meeting. The notification should state name, social security number/corporate identification number and registered number of shares. To facilitate admittance to the General Meeting, proxies, registration certificates and other authorisation documents should be submitted to the Company at the above address no later than on 18 May 2015. The Company provides proxy forms at the Company’s office in Lund as well as on the Company’s web page www.anoto.com.
Shareholders who hold their shares through nominees (Sw. förvaltare ) must request a temporary registration of the shares in their own name, with Euroclear Sweden AB. Shareholders who wishes to obtain such registration must contact the nominee regarding this well in advance of 15 May 2015.
Proposed agenda
1. Opening of the Meeting
2. Election of Chairman at the Meeting
3. Preparation and approval of voting list
4. Approval of the agenda
5. Election of one or two persons to verify the minutes
6. Determination of whether the Meeting has been duly convened
7. Resolution on issue of warrants to be offered the Chairman of the Board of Directors
8. Closing of the Meeting
Proposals
Resolution on issue of warrants to be offered the Chairman of the Board of Directors (item 7)
The shareholders Solid Technologies Limited, Aurora Investment Limited and Goldeigen Kapital, together representing [ ] per cent of the total number of shares and votes in the Company, propose that the General Meeting resolves on the issue of no more than 3,300,000 warrants. Each warrant entitles its holder to subscribe for one share. The exercise price of the warrants is set at 150 per cent of the average closing price of the Company's shares on Nasdaq Stockholm during the period from 15 May 2015 up to and including 22 May 2015. The warrants have a term of three years.
Entitlement to subscribe for warrants shall be granted to the wholly owned subsidiary Anoto AB, which will offer the warrants to the Chairman of the Board of Directors of Anoto Group AB. The warrants shall be transferred at market price. If all 3,300,000 warrants are exercised for the subscription of shares, the increase in the Company’s share capital will be SEK 66,000, corresponding to approximately 0.4 per cent of the share capital and votes.
The rationale for the proposal is to create opportunities for the Chairman of the Board of Director to use the whole or part of his remuneration fee that may be resolved at the Annual General Meeting 2015 to purchase warrants in the Company at market price.
The proposal means that a board member of the Company will be offered to purchase warrants in the Company. Such transfers fall within the scope of Chapter 16 of the Swedish Companies Act, which means that a resolution to approve the above incentive programme is valid only where supported by shareholders holding not less than nine-tenth of both the shares voted and of the shares represented at the General Meeting.
Miscellaneous
The Board of Directors’ complete proposals for resolutions in accordance with the above, including reports and statements related thereto in accordance with the Swedish Companies Act (SFS 2005:551), will be available at the Company’s office in Lund and on the Company’s web page, www.anoto.com, no later than three weeks prior to the General Meeting and will also be sent to those shareholders who so request and provide their postal address.
According to Chapter 7, section 32 of the Swedish Companies Act, at a General Meeting the shareholders are entitled to require information from the Board of Directors and CEO regarding circumstances which may affect items on the agenda and circumstances which may affect the Company’s financial situation.
Number of shares and votes in the Company
As of 29 April 2015, the total number of shares and votes in the Company was 827,145,485. The Company is not holding any own shares.
Lund, April 2015
Anoto Group AB (publ)
The Board of Directors
For further information, please contact:
Jörgen Durban, Chairman of the Board Anoto Group AB Tel: +46 (0)703 26 66 81 Anoto Group AB may be required to disclose the information provided herein pursuant to the Securities Markets Act. The information was submitted for publication on April 29, 2015.
About Anoto Group: Anoto Group AB is a global leader in digital writing solutions, which enables fast and reliable transmission of handwriting into a digital format. Anoto operates worldwide through a global partner network that delivers user-friendly digital writing solutions for efficient capture, transmission, distribution and storage of data. Anoto is currently in use across multiple business segments, e.g. consumer, healthcare, banking and finance, transportation and logistics and education. The Anoto Group has over 100 employees and is headquartered in Lund (Sweden). The company also has offices in Basingstoke and Wetherby (UK), Los Angeles and Boston (US) and Tokyo (Japan). The Anoto share is traded on the Small Cap list of Nasdaq Stockholm under the ticker ANOT.
For more information, please visit: www.anoto.com .
Follow Anoto on Twitter at: @Anoto
