Bulletin from the Extra General Meeting of Anoto Group AB
Stockholm, 3 July 2019 – At the Extra General Meeting (the “EGM”) in Anoto Group AB (publ) on 3 July 2019, the following main resolutions were adopted.
Determination of number of board members
The EGM resolved that the Board of Direction shall consist of six board members elected by the general meeting.
Remuneration for the board members
The EGM resolved that the remuneration for each newly elected board member, who is not an employee of the Group, shall amount to SEK 335,000, i.e. the same remuneration as determined at the AGM 2019.
Election of board members
The EGM resolved the election of Anders Sjögren, Steve Kim and Henrik Hammarskiöld as new members of the Board of Directors until the end of the next AGM.
Resolution to grant options to newly elected board members
The EGM resolved that the Company shall grant 500,000 options to each of the newly elected board members not being employees of the Group in accordance with the Company’s incentive scheme for board members.
The rationale for the proposal is to create opportunities to keep competent persons as board members in the Company. The Major Shareholder considers that the adoption of the incentive program as described below is in the favour of the Group and the shareholders in the Company.
The proposed incentive program means that the participants will be granted stock options free of charge. The stock options vest in the following manner. One third of the options vest and become exercisable after one year. Thereafter, the remaining two thirds of the options vest and become exercisable on a pro rata basis, with 1/24 per month, until all options have vested after three years. The vesting of the options is contingent on the participant is or having been a board member of the Company, or at least available for re-election as a board member, for at least 12 months from the date of grant of the stock options. The stock options can be exercised to purchase ordinary shares in the Company no later than on 31 August 2022, after which any outstanding options lapse. Each option entitles the participant to purchase one ordinary share in the Company at a price of SEK 4.08, corresponding to approximately 381 per cent of the average closing price of the Company’s shares on Nasdaq Stockholm during the period from 3 June 2019 up to and including 7 June 2019.
The incentive program comprises a maximum of 1,000,000 stock options, representing approximately 0.8 per cent of the share capital and votes after dilution, based on the current number of shares in the Company.
The incentive program will be accounted for in accordance with IFRS 2, which stipulates that the value is recorded as a personnel expense in the income statement during the vesting period. Based on the assumptions of a share price of SEK 1.062 (closing share price of the Company on 7 June 2019), the cost for the incentive program, excluding social security costs, is estimated not to exceed SEK 10,000. The cost will be allocated over the years 2019-2022.
The incentive program allows board members of the Company to be granted stock options entitling the member to acquire shares 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 incentive program is valid only where supported by shareholders holding not less than nine-tenth of both the votes cast and the shares represented at the EGM.
Resolution to authorize the Board of Directors to resolve on direct issue of Series C shares
The EGM 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 1,000,000 Series C shares, each with a quota value of SEK 0.60, corresponding to approximately 0.8 per cent 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.
The purpose of the authorization and the reason for the deviation from the shareholders’ preferential rights when the authorization is utilized is to ensure delivery of shares to participants under the Company’s outstanding incentive programs and to cover any social security costs related to such incentive schemes. Prior to the transfer of shares to participants exercising stock options, the Board of Directors will resolve to reclassify Series C shares into ordinary shares. The Company has not yet issued any Series C shares.
Resolution to authorize the Board of Directors to resolve on repurchase of Series C shares
The EGM resolved to authorize the Board of Directors, 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 purpose of the above authorizations is to be able to resolve on repurchase of Series C shares in order to ensure delivery of shares to participants in the Company’s outstanding incentive programs and secure payment of social security contributions attributable to such incentive programs.
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