Notice to attend the Extraordinary General Meeting in Anoto Group AB (publ)
September 04 2023 - 1:00AM
Notice to attend the Extraordinary General Meeting in Anoto Group
AB (publ)
By request of Stolkin
Helicopters Ltd., holding
approximately 12.3
percent of the total number of shares and votes in
Anoto Group AB (publ) (the
“Company”), the shareholders of
the Company are hereby invited to an Extraordinary
General Meeting (the
“EGM”) to be held on
Monday 9 October
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 29 September 2023,
- notify the
Company of their intention to participate no later than on Tuesday
3 October 2023.
Attendance is to be notified by phone to +44
(0)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 3 October 2023. The Company
provides proxy forms on the Company’s web page www.anoto.com.
To be entitled to participate in the EGM,
shareholders whose shares are held in the name of a nominee must,
in addition to providing notification of their participation in the
EGM 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 Friday 29 September 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 Tuesday 3 October 2023, are considered when preparing the
share register.
Proxies
If shareholders wish to attend the EGM 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
- Election of Chairman of the
Board
- Resolution to authorise the Board of
Directors to issue new ordinary shares, warrants and/or convertible
bonds
- Closing of the Meeting
Proposals
Election of Chairman of the Board (item
6)
Stolkin Helicopters Ltd. has requested the Board
of Directors of the Company to call an EGM “to terminate Jorgen
Durban’s position as a director and chairman of Anoto and to elect
a new chairman”. Stolkin Helicopters Ltd. has not informed the
Company of any proposal for a new Chairman of the Board of
Directors.
Resolution to authorise the Board of
Directors to issue new ordinary shares, warrants and/or convertible
bonds (item 7)
The Board of Directors proposes that the EGM
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 36,873,230 ordinary
shares, corresponding to a dilution of approximately 10 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 EGM 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 EGM.
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 4 September 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, 4 September 2023
Anoto Group AB (publ)
The Board of Directors
- Anoto_Notice EGM_September 2023 SW draft 230901
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