Bulletin from the Annual General Meeting of Anoto Group AB
Stockholm, 17 May 2019 – At the Annual General Meeting (the “AGM”) in Anoto Group AB (publ) on 17 May 2019, the following main resolutions were adopted.
Appropriation of profit or loss and discharge from liability
The AGM adopted the income statements and balance sheets of the parent company and the Group and resolved in accordance with the proposal by the Board and the CEO that no dividend should be paid and that the unrestricted equity in the parent company shall be carried forward. The AGM discharged the members of the Board and the CEO from liability.
Election of Board members and remuneration for Board members and the auditor
For the period until the next AGM, it was resolved to re-election of Jörgen Durban, Joonhee Won and Perry Ha. Jörgen Durban was re-elected as Chairman of the Board of Directors.
The AGM resolved that the total remuneration for the Board of Directors shall amount to SEK 1,005,000, of which SEK 670,000 shall be paid to the Chairman of the Board of Directors and SEK 335,000 shall be paid to each of the other board members elected by the AGM and who are not employees of the Group. It was resolved that the audit fees shall be paid in accordance with approved invoices.
Authorization for the Board to resolve to issue shares, warrants and/or convertible bonds
The AGM resolved to authorize the Board of Directors to resolve, on one or several occasions during the period until the next AGM, with or without deviation from the shareholders’ preferential rights, against cash payment, for payment in kind or by way of set-off, to issue shares, warrants and/or convertible bonds that involve the issue of or conversion into a maximum of 30,150,000 shares, corresponding to a dilution of approximately 20 per cent of the share capital and votes, based on the current number of shares in the Company.
Resolution to grant options to new senior executives under the Company’s incentive program
The AGM resolved in accordance with the proposal presented by the Board of Directors to approve the grant of 3,000,000 additional stock options under the Company’s incentive program to newly employed senior executives or persons to be employed in the near future within the Group (the “Participants”).
The incentive program means that the Participants will be granted stock options free of charge. The maximum number of stock options granted to the Participants shall be in aggregate 3,000,000, representing approximately 2.4 percent of the share capital and votes after dilution, based on the current number of shares in the Company.
The stock options can be exercised to purchase shares in the Company no later than on 31 August 2023, after which any outstanding options lapse. Each option entitles the participant to purchase one share in the Company at a price equal to SEK 4.08.
Resolution to authorise the Board of Directors to issue warrants
To ensure delivery of shares to participants in the incentive programs of the Company and to cover any social security costs related to the incentive programs, the AGM resolved that the Board of Directors shall be authorised, on one or more occasions until the next AGM, to issue warrants. The warrants shall be issued free of charge and, with disapplication of the shareholders’ preferential rights, may be subscribed for by Anoto AB, a wholly owned subsidiary of the Company.
Resolution to authorise the Board of Directors to resolve on directed issue of Series C shares
The AGM resolved that the Board of Directors shall be authorized, on one or more occasions until the next Annual General Meeting, to resolve on a new issue of no more than 33,960,383 Series C shares, each with a quota value of SEK 0.60, corresponding to approximately 22.0 percent of the share capital of the Company after dilution. With the deviation from the shareholders’ preferential rights, the new shares may be subscribed for by a bank or securities company at a subscription price corresponding to the quota value.
Resolution to authorise the Board of Directors to resolve on repurchase of Series C shares
The AGM resolved that the Board of Directors shall be authorized, on one or more occasions until the next Annual General Meeting, to resolve on repurchases of Series C shares. Repurchases may only be made through an acquisition offer addressed to all holders of Series C shares and shall comprise all outstanding Series C shares. Acquisitions shall be made at a price corresponding to the quota value of the shares. Payment for acquired shares shall be made in cash.
The AGM further resolved to authorise the Board of Directors to, until the next Annual General Meeting, on one or more occasions, decide to transfer up to 3,000,000 own ordinary shares. Transfers may only take place on Nasdaq Stockholm, including a right to resolve on deviation from the shareholders’ preferential rights. Transfer of shares on Nasdaq Stockholm shall take place at a price within the price interval registered at any time, which means the interval between the highest purchase price and the lowest selling price.
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