Notice to attend Extraordinary General Meeting in Anoto Group AB (publ)
July 14 2023 - 2:30PM
Notice to attend Extraordinary General Meeting in Anoto Group AB
(publ)
The shareholders of Anoto Group AB
(publ) (“Anoto”
or the “Company”) are hereby invited to attend
the Extraordinary General Meeting
(the “EGM”) to be held
on Monday 7 August
2023 at
10 a.m. at the premises of
Setterwalls
Advokatbyrå,
Sturegatan 10 in Stockholm,
Sweden.
Notification of
participation
Shareholders wishing to attend the EGM must:
- be entered as
shareholders in the share register maintained by Euroclear Sweden
AB no later than on Friday 28 July 2023;
- notify the
Company of their intention to participate no later than on Tuesday
1 August 2023.
Attendance is to be notified by phone to
+44 758 430 12 60 or by e-mail to EGM@anoto.com. The
notification should state name, social security number/corporate
identification number and registered number of shares. To
facilitate admittance to the EGM, proxies, registration
certificates and other authorisation documents should be submitted
to the Company by email to EGM@anoto.com no later than on Tuesday 1
August 2023. The Company provides proxy forms on the Company’s web
page www.anoto.com.
To be entitled to participate at the EGM,
shareholders who has had their shares registered through nominees
(Sw. förvaltare) must, in addition to notifying the Company of
their intention to participate at the EGM, have their shares
registered in their own name so that the shareholder is entered
into the share register per Friday 28 July 2023. Such registration
may be temporary (Sw. rösträttsregistrering) and is requested with
the nominee in accordance with the nominee’s routines at such time
in advance as the nominee determines. Voting rights registrations
made no later than Tuesday 1 August 2023 are considered in the
presentation of the EGM share register.
Proposed agenda
- Opening of the meeting
- 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
- Resolution regarding approval of
share transfer in KAIT
- Closing of the Meeting
Proposals by the board
of directors regarding Approval
of a share transfer in KAIT
(item 7)
BackgroundAnoto AB with reg. no 556320-2646, a wholly-owned
subsidiary of Anoto, has on 13 July 2023 entered into share
transfer agreements with Joonhee Won and Jörgen Durban regarding
the sale of a total of 1,350,000 shares in Knowledge AI Holdings
Ltd. (”KAIT"). KAIT is a subsidiary of Anoto specializing in
education.
Application of the Leo RulesGiven that Joonhee Won is a member
of the Board of Directors and Chief Executive Officer and Jörgen
Durban is the Chairman of the Board of Directors of Anoto, the
transfers are subject to the Leo rules in Chapter 16 of the Swedish
Companies Act and must be submitted to the general meeting for
approval. The share transfer agreement has therefore been
conditioned on the approval of the EGM.
Statement of the Board of Directors on the share transfer
agreementsAnoto has previously announced that it has sold 2,750,000
shares in KAIT to a number of European investors. After the sale,
Anoto's ownership in KAIT would amount to 47.2 per cent of the
number of outstanding shares in the company.
The transfers are a step towards strengthening the Company's
financial position. Through the transfers, KAIT will be
deconsolidated from the Company, allowing KAIT to secure its own
financing as an independent company. At the same time, this results
in an improvement in Anoto’s financial position as KAIT's debts
will no longer be included in Anoto's balance sheet. After the
transfers, Anoto will still own 4,300,000 shares in KAIT which
corresponds to approximately 47.8 per cent of the number of
outstanding shares.
One of the European investors has not completed the transaction
on the agreed closing date. Anoto's board has therefore decided to
instead transfer 1,250,000 shares to Joonhee Won and 100,000 shares
to Jörgen Durban on the same terms and at the same price as agreed
with the external investors. The purchase price for the shares in
KAIT corresponds to an agreed market value of KAIT of USD 12
million on a fully diluted basis. The purchase price for the shares
thus amounts to USD 1 250 000 and USD 100 000 for Joonhee Won and
Jörgen Durban respectively.
The board assesses that the terms of the transaction, including
the purchase price, are market based, and that the share transfer
agreements otherwise contain customary conditions.
The transfers of shares in KAIT are, inter alia, conditional on
the approval of the transfers by an extraordinary general meeting
of the Company.
In respect of Joonhee Won's position as member of the Board of
Directors and Chief Executive Officer and Jörgen Durban's position
as Chairman of the Board of Directors of the Company, they have not
been involved in the preparation of the sale of shares in KAIT and
have not participated in the board's decision regarding the
sale.
Proposal for resolutionThe Board of Directors proposes that the
Extraordinary General Meeting approves the transfer of 1,250,000
shares in KAIT to Joonhee Won and 100,000 shares in KAIT to Jörgen
Durban under the conditions set out above.
Valuation statement
The Company has prepared a valuation report regarding the market
value of the shares for the Extraordinary General Meeting. A copy
of the final valuation assessment will be available at
www.anoto.com and at the office of the Company.
Majority requirement
The resolution is only valid if supported by shareholders
holding not less than nine-tenths of both the votes cast and the
shares represented at the Extraordinary General Meeting.
Number of shares and votes in the
Company
As of 14 July 2023, the total number of ordinary
shares and votes in the Company was 331,859,066. There were no
Series C Shares issued. The Company is not holding any own
shares.
Stockholm, July 2023
Anoto Group AB
(publ)
The Board of Directors
- Anoto_Notice EGM_7 August 2023
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