Notice to attend the Annual General Meeting in Anoto Group AB
(publ)
The shareholders of Anoto Group AB
(publ) (the “Company”) are hereby
invited to attend the Annual General Meeting (the “AGM”) to be held
on Friday 30
June 2023 at 10 a.m.
at the premises of Setterwalls
Advokatbyrå,
Sturegatan 10 in Stockholm,
Sweden.
Notification of
participation
Shareholders wishing to attend the AGM must
- be entered as
shareholders in the share register maintained by Euroclear Sweden
AB no later than on Wednesday 21 June 2023,
- notify the
Company of their intention to participate no later than on Friday
23 June 2023.
Attendance is to be notified by phone to +44
(0)758 430 12 60 or by e-mail to AGM@anoto.com. The notification
should state name, social security number/corporate identification
number and registered number of shares. To facilitate admittance to
the AGM, proxies, registration certificates and other authorisation
documents should be submitted to the Company by email to
AGM@anoto.com no later than on Friday 23 June 2023. The Company
provides proxy forms on the Company’s web page www.anoto.com.
To be entitled to participate in the AGM,
shareholders whose shares are held in the name of a nominee must,
in addition to providing notification of their participation in the
AGM by submitting their postal vote, re-register the shares in
their own name so that the shareholders are registered in the share
register on the record date on Wednesday 21 June 2023. This
re-registration may be temporary (so-called “voting right
registration”) and is carried out through the nominee according to
their procedures at a time predetermined by the nominee. Voting
rights registration that has been completed by the nominee no later
than Friday 23 June 2023, are considered when preparing the share
register.
Proxies
If shareholders wish to attend the AGM through a
proxy, a written and dated power of attorney signed by the
shareholder must be enclosed with the notification. The power of
attorney form is available on the Company’s website www.anoto.com.
If the shareholder is a legal entity, a registration certification
or an equivalent authorisation document must be enclosed along with
the notification.
Proposed agenda
- Election of Chairman
- Preparation and approval of voting
list
- Approval of the agenda
- Election of one or two persons to
verify the minutes
- Determination of whether the Meeting has been duly
convened
- Presentation of the Annual Report and the Auditor’s Report and
the consolidated Annual Report and consolidated Auditor’s
Report
- Resolution on
- adoption of the Income Statement and the Balance Sheet, and the
consolidated Income Statement and consolidated Balance Sheet
- appropriation of the Company’s profit or loss pursuant to the
adopted Balance Sheet
- discharge for liability of the Board members and the Chief
Executive Officer
- Determination of the number of Board members and auditors
- Determination of remuneration for the Board members and the
auditors
- Election of Board members, Chairman of the Board of Directors
and auditor
- Resolution on approval of the remuneration report
- Resolution to authorise the Board of Directors to resolve on
directed issue of Series C shares
- Resolution to authorise the Board of Directors to resolve on
repurchase of Series C shares
- Resolution to authorise the Board of Directors to issue new
ordinary shares, warrants and/or convertible bonds
- Closing of the Meeting
Proposals
Proposals in accordance with items 8-10 will be
presented at the latest in connection with the AGM.
Election of Chairman of the meeting
(item 1)
The Board of Directors proposes that Advokat
Axel Helle is elected as Chairman of the AGM.
Resolution on appropriation of the
Company’s profit or loss pursuant to the adopted Balance
Sheet (item 7b)
The Board of Directors proposes that the AGM shall resolve not
to distribute any dividends for the financial year 2022 and the
distributable profits are carried forward.
Resolution on approval of remuneration report (item
11)
The Board of Directors proposes that the AGM resolves to approve
the Board of Directors´ report regarding compensation pursuant to
Chapter 8, Section 53 a of the Swedish Companies Act
(2005:551).
Resolution to
authorise the Board of Directors
to resolve on directed issue of Series C shares (item
12)
The Board of Directors proposes that the AGM
authorises the Board of Directors, on one or more occasions until
the next AGM, to resolve on a new issue of no more than 14,000,000
Series C shares, each with a quota value of SEK 0.60, corresponding
to approximately 6.1 per cent of the share capital and votes of the
Company after dilution based on the current number of shares in the
Company. 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 authorisation and the reason
for the deviation from the shareholders’ preferential rights when
the authorisation 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.
For a valid decision, it is required that the
resolution be supported by shareholders with at least two thirds of
both the votes cast and the shares represented at the AGM.
Resolution to
authorise the Board of Directors
to resolve on repurchase of Series C shares (item
13)
The Board of Directors proposes that the AGM
resolves to authorise the Board of Directors, on one or more
occasions until the next AGM, 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 authorisations 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.
For a valid decision, it is required that the
resolution be supported by shareholders with at least two thirds of
both the votes cast and the shares represented at the AGM.
Resolution to authorise the Board of Directors to issue
new shares, warrants and/or convertible bonds
(item
14)
The Board of Directors proposes that the AGM
authorises 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
ordinary shares, warrants and/or convertible bonds that involve the
issue of or conversion into a maximum of 46,122,393 ordinary
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.
The purpose of this authorisation and the reason
for any disapplication of the shareholders' preferential rights is
to increase the flexibility of the Company to finance the ongoing
business and at the same time extend and strengthen the Company’s
shareholder base of strategic or long term investors. The basis for
the issue price shall be according to the prevailing market
conditions at the time when shares, warrants and/or convertible
bonds are issued.
A valid resolution by the AGM pursuant to the
proposal above requires that the resolution be supported by
shareholders representing at least two-thirds of both the votes
cast and the shares represented at the AGM.
Other
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.
For information on how personal data is
processed, see:
https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
Number of shares and votes in the
Company
As of 1 June 2023, the total number of ordinary
shares and votes in the Company was 230,611,964. There were no
Series C Shares issued. The Company is not holding any own
shares.
Stockholm, June 2023
Anoto Group AB
(publ)
The Board of Directors
- Anoto_Notice AGM_June 2023_230601
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