Anoto Group — AGM Information 2008

Apr 15, 2008

Notice of Annual General Meeting of Anoto Group AB

The shareholders of Anoto Group AB (publ), hereinafter "Anoto Group" or the "Company", are invited to attend the Annual General Meeting to be held at 4 p.m. on Thursday May 15, 2008 on the Company's premises at Edison Park, Emdalavägen 18, Lund, Sweden.

Notification of participation in the Annual General Meeting etc

Shareholders wishing to attend the Annual General Meeting must be entered as shareholders in the share register maintained by VPC AB (Swedish Securities Register Center) no later than Friday May 9, 2008, and provide notification of attendance to the Company no later than Friday May 9, 2008 at 12.00 noon. Attendance is notified by post to Anoto Group at Emdalavägen 18, SE-223 69 Lund, Sweden, by fax + 46 46 540 12 02, by telephone + 46 46 540 12 00, or by e-mail to agm@anoto.com. The notification should state name, social security number/corporate identification number and registered number of shares. In order to facilitate admittance to the Annual General Meeting, proxies, registration certificates and other authorization documents should be submitted to the Company at the above address no later than Monday May 12, 2008.

Shareholders who have their shares registered with a nominee and who wish to attend the Annual General Meeting must temporarily register these shares with VPC AB in their own name (registration of voting right). The request for temporary registration of voting right must be made through the bank or stockbroker managing the shares at least a few banking days prior to the record day, May 9, 2008.

Proposed agenda

• 1. Opening of the Meeting.
• 1. Election of Chairman at the Meeting.
• 1. Preparation and approval of voting list.
• 1. Approval of the agenda.
• 1. Election of one or two persons to verify the minutes.
• 1. Determination of whether the Meeting has been duly convened.
• 1. Presentation of the Annual Report and the Auditor's Report and the consolidated Annual Report and consolidated Auditor's Report.
• 1. Statement by the Chief Executive Officer and answering of questions from the shareholders.
• 1. Resolution on adoption of the Income Statement and the Balance Sheet, and the consolidated Income Statement and consolidated Balance Sheet.
• 1. Resolution on appropriation of the Company's profit or loss pursuant to the adopted Balance Sheet.
• 1. Resolution on discharge from liability of the Board Members and the Chief Executive Officer.
• 1. Determination of the number of Board Members, any Deputy Board Members and Auditors. In connection hereto, a report on the work of the Nomination Committee.
• 1. Resolution on remuneration for the Board of Directors and Auditors.
• 1. Election of Chairman of the Board, other Board Members, any Deputy Board Members and Auditor.
• 1. Resolution on the Nomination Committee.
• 1. Resolution on authorization in respect of issues of new shares.
• 1. Resolution on guidelines for compensation to the Executives of the Company.
• 1. Resolution on incentive program to key employees.
• 1. Closing of the Meeting.

Proposed resolutions

P. 10 Proposal for appropriation of the Company's profit or loss

The Board proposes that no dividend be distributed for the financial year 2007.

P. 2, 12-14 Proposal for chairman at the Annual General Meeting, number of Board Members, remuneration to Board Members, and election of Chairman of the Board and other Board Members, and election of Auditor and remuneration to the Auditors Anoto Group ABs nomination committee consisting of the following: Chairman Jan Andersson (Swedbank Robur Fonder), Stein Revelsby (Norden Technology), Christer Fåhraeus, Audun Iversen (Kjell Arne Hermansen and Tore Aksel Voldberg), Sasja Beslik (Banco Fonder) and Hans Otterling propose the following for the Board of Directors of Anoto Group AB for the Annual General Meeting 2008 to resolve:

• Hans Otterling shall be appointed Chairman of the Annual General Meeting.
• The Board shall consist of seven (7) Board Members and no deputy Board Members
• The remuneration to the Board shall remain SEK 1,500,000, of which SEK 450,000 shall be to the Chairman and SEK 175,000 to each Board Member
• Re-election of Hans Otterling, Christer Fåhraeus, Märtha Josefsson, Stein Revelsby, Bernard Gander, Håkan Eriksson and Hiroshi Yoshioka as Board Members until end of next Annual General Meeting

• Re-election of Hans Otterling as Chairman of the Board

• Election of KPMG Bohlins AB as auditors until end of Annual General Meeting 2012. KPMG has informed that they intend to appoint Eva Melzig Henriksson as responsible auditor.

• The Auditors shall be reimbursed according to invoice

P. 15 Proposal for resolution on the Nomination Committee

The Nomination Committee proposes that the Annual General Meeting resolve as follows.

The Chairman of the Board of Directors is commissioned to contact three of the Company's major shareholders, according to the list of shareholders at the end of September 2008, and ask them to appoint one representative each to form the Nomination Committee together with him until a new Nomination Committee has been appointed. The Nomination Committee shall appoint a Chairman. The majority of the Nomination Committee shall not be Board Members.

In case a shareholder that has appointed a member to the Nomination Committee materially reduces his holding of shares in the Company, the member that has been appointed by such shareholder shall resign, if the Nomination Committee so decides. Instead, another major shareholder shall in consultation with the remaining members be offered to appoint a member of the Nomination Committee.

The names of the members of the Nomination Committee, the shareholders they represent and information on who has been appointed Chairman shall be presented as soon as the members have been appointed, however, no later than six months prior to the Annual General Meeting 2009. No remuneration shall be paid for the work carried out by the Nomination Committee. The Company shall pay reasonable costs for the recruitment of Board Members.

The Nomination Committee shall prepare and present to the Annual General Meeting 2009 proposals for the following issues:

• 1. Chairman at the Annual General Meeting
• 1. Chairman and other Members of the Board
• 1. Fees to the Board of Directors
• 1. Fees to the Auditors
• 1. The Nomination Committee in respect of the Annual General Meeting 2010.

The Nomination Committee's proposal for Board Members shall be presented in the notice for the Annual General Meeting 2009 and at the company's home page.

P. 16 Proposal for resolution on authorization in respect of issues of new shares

The Board of Directors proposes that the Annual General Meeting resolve to authorize the Board of Directors to, on one or several occasions prior to the next Annual General Meeting, resolve on an issue of a maximum of 12,000,000 new shares with provisions for non-cash payment or payment against set-off of claims and/or directed share issue to the capital market or else on conditions enabling the waiving of shareholders' preferential rights. The reason for permitting issues of new shares waiving the shareholders' preferential rights is to enable company/business acquisitions against full or part payment in the form of shares.

In a cash issue, the issue price for the new shares shall be fixed to a price close to the price for the share on OMX Nordiska Börs Stockholm.

Should the authorization be fully exercised it would result in a dilution of approx. 9.5 percent based on the total number of shares after full exercise of the authorization.

P.17 Proposal to guidelines for compensation to the Executives of the Company

The Board proposes that the Annual General Meeting resolve to adopt the following guidelines for compensation to the President and other executives of the Company.

The compensation level and structure shall be at market level. The total compensation shall be a balanced mix of fixed salary, variable compensation, retirement and health plans, any other benefits and terms for dismissal and severance payments. The compensation may also comprise stock related long term incentive programs.

The variable compensation varies for the respective executive and shall primarily be related to Anoto's result and operative goals and may at the most be fifty per cent of the fixed salary. However, the variable compensation for the President may be at most seventy-five per cent of the fixed salary.

The retirement plan shall be competitive. The President shall have a pension premium based retirement plan of thirty-five percent of the fixed salary. The other Executives shall have pension premium based retirement plans corresponding to the (Swedish) ITP plan.

Other benefits, like health plans and company cars, shall be competitive.

Executives shall have a mutual notice period of six months. Under certain conditions, some Executives may have an additional three months notice period in case Anoto gives notice. The President shall have a mutual notice period of six months and a severance payment of twelve months salary in case Anoto terminates the employment without juste cause.

Compensation to the Executives and their incentive plans during 2007 is described in Note 10 to the Annual Report 2007. Incentive programs for the Executives are described on page 48.

P. 18 Proposal to incentive program for key employees

Stock related incentive programs are important to attract and recruit key employees and the Board intends to propose stock option programs like this every year. This year's proposal does not concern the President.

Stock options

The Board proposes that the Annual General Meeting resolve that Anoto Group issue 500,000 stock options to key employees free of charge to be distributed by the Board, however no more than 75,000 stock options each. The stock options shall primarily be issued to newly hired key employees and key employees that have been promoted.

The options are not securities and shall not be transferable to a third party. The options shall be valid only if their holder is still an employee of Anoto Group when exercising them.

Each option shall entitle the holder to acquire during the period September 1, 2010 -- March 31, 2011 one new Anoto Group AB share at 150 percent of the average latest price paid for the Company's share at OMX Nordiska Börs Stockholm during the period May 16, 2008 -- May 30, 2008. To exercise the stock options, each key employee shall have met performance criteria decided by the Board for the year 2009. These performance criteria shall relate to Anoto's budget, and may also comprise individual goals. The performance criteria may be construed in such a way that parts of the stock option may be exercised if sub-goals are met.

Anoto Group shall secure its stock option commitment by issuing warrants free of charge to a wholly owned subsidiary. If the exercise of the options generates a gain for employees, it will be a taxable income for the employees and Anoto will be liable for social security contributions. Thus, the Board proposes that Anoto Group issue 150,000 warrants in addition to the warrants that shall match the stock options, i.e. a total of 650,000 warrants. The extra warrants may be sold, thereby covering the social security contributions. The proposed issue of these warrants waives the shareholders preferential rights.

Reasons for waiving the shareholders' preferential rights

The Board of Directors wishes to offer key employees a form of compensation that is related to the quotation price of the Company's share. The reason for waiving the shareholders preferential rights is that the warrants shall secure Anoto Group's obligations under the stock options and cover the social contribution for the proposed stock options. The proposal has been prepared by the Board of Directors.

Dilution

Assuming full exercise of the warrants above for subscription of new shares, the Company's share capital will increase with SEK 13,000 implying a dilution corresponding to approximately 0.3 percent of the shares and the votes of all shares in the Company (without taking into consideration previously issued warrants in the Company).

Share related incentive schemes in the Company

Previously decided share related incentive programs are described in Note 34 to the Annual Report 2007 available at Anoto Group's website, www.anotogroup.com.

Other

The IFRS cost for the stock options is calculated to approx. SEK 600,000.

Majority Requirement for Resolutions

For a valid resolution on authorization in respect of issues of new shares (P. 16), shareholders representing at least two third of the votes cast as well as the shares represented at the meeting must vote in favor of the proposal.

The proposed incentive program for key employees (P. 18) is in part subject to the so called Leo regulations. For a valid resolution, it must be supported by shareholders with at least nine tenth of the votes cast as well as the shares represented at the meeting.

Shares and votes in Anoto Group

At the time for the issues of the notice, there were 128.583.867 shares and votes in Anoto Group.

Proxy

For shareholders desiring to be represented by proxy at the Annual General Meeting, proxy forms are available at the Anoto Group's office in Lund and on the website.

Documentation in respect of the Annual General Meeting

The Annual Report and the Auditor's Report for the financial year 2007, the Board of Directors' complete proposals will be available at the Company's offices in Lund and on the Company's web site, www.anoto.com, as from May 1, 2008. The documents will on request be sent, free of charge, to shareholders who submit a postal address.

Lund, April 2008 ANOTO GROUP AB (publ) The Board of Directors