Notice to attend Extraordinary General Meeting in Anoto Group AB (publ)
October 24 2023 - 12:45AM
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 Wednesday 15 November
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 Tuesday 7 November 2023;
- notify the
Company of their intention to participate no later than on Thursday
9 November 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 Thursday
9 November 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 Tuesday 7 November 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 Thursday 9 November 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.
- Determination of the number of
Board members
- Determination of remuneration for
the Board members
- Election of Board members, and
Chairman of the Board of Directors
- 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 7-9 will be
presented at the latest in connection with the EGM.
Resolution to authorise the Board of Directors to issue
new shares, warrants and/or convertible bonds
(item 10)
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 annual general meeting,
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
110,619,689 ordinary shares, corresponding to a dilution of
approximately 25 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 25 October 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, October 2023
Anoto Group AB (publ)
The Board of Directors
- Anoto_Notice EGM_15 November 2023
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