Anoto Group — AGM Information 2011

Apr 12, 2011

PRE SS RELEASE 2011 - 0 4 - 1 2

Notice of Annual General Meeting of Anoto Group AB

Lund, April 12, 2011 -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 12, 2011 at the Company's premises at Traktorvägen 11, 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 Euroclear Sweden AB no later than Friday May 6, 2011, and provide notification of attendance to the Company no later than Friday May 6, 2011 at noon. Attendance is notified by mail to Anoto Group AB at Box 4106, SE-227 22 Lund, by fax +46 46 540 12 02, by telephone +46 46 540 12 00, or by e-mail to AGM.2011@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 9th 2011. The Company provides proxy forms at the Company Office in Lund as well as on the Company's web page www.anoto.com.

Shareholders who have their shares registered with a nominee and who wish to attend the Annual General Meeting must temporarily register these shares 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, Friday May 6, 2011.

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:
• a. Adoption of the Income Statement and the Balance Sheet, and the consolidated Income Statement and consolidated Balance Sheet
• b. Appropriation of the Company's profit or loss pursuant to the adopted Balance Sheet
• c. Discharge from liability of the Board Members and the Chief Executive Officer
• 1. Determination of the number of Board Members and any Deputy Board Members. 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 and any Deputy Board Members
• 1. Resolution on the Nomination Committee
• 1. Resolution on guidelines for compensation to the Executives of the Company
• 1. Resolution on amendments of the Company's Articles of Association
• 1. Resolution on authorization in respect of issues of new shares
• 1. Closing of the meeting

Proposal of the Nomination Committee

Anoto Group AB's nomination committee consisting of: Chairman JoonHee Won (Aurora Investment Ltd) and committee members Paddy Padmanabhan (DoubleDay Holdings), Per Boasson (Essensor AS), Jan Andersson (Swedbank Robur fonder) and Jörgen Durban (Chairman of the Board) propose the following for the Annual General Meeting 2010 to resolve:

Chairman at the Meeting Lawyer Urban Båvestam (Item 2) Number of Board Members Five members without any deputies (Item 10)

Fees to the Board of Directors and Fees to the Auditors (Item 11)

SEK 1 300 000 of which SEK 500 000 to the Chairman of the Board and SEK 200 000 to each of the Board Members appointed by the AGM. No extra remuneration for Committee work.

The Nomination Committee further proposes an additional remuneration related to extraordinary work during the period 2010/2011 for the Chairman of the Board of SEK 450 000.

The Auditors shall be reimbursed according to approved invoice.

Board of Directors (Item 12)

Re-election of Jörgen Durban and Stein Revelsby, and new election of Gunnel Duveblad, Nicolas Hassbjer and Andrew Hur.

Re-election of Jörgen Durban as Chairman of the Board.

Gunnel Duveblad is boardmember of Posten Norden AB, HiQ International AB and SWECO AB. Nicolas Hassbjer is the founder and board member of HMS Networks AB and also board member of Chamber of Commerce and Industry of Southern Sweden. Andrew Hur is Director of Portfolio management & Business development at TStone Corporation.

Nomination Committee (Item 13)

To form a Nomination Committee for the Annual General Meeting 2012, 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 2011, and ask them to appoint one representative each to form the Nomination Committee together with him until a new Nomination Committee has been appointed. Unless the Nomination committee decides otherwise, the representative of the largest shareholder shall be appointed Chairman of the Nomination Committee. Furthermore the Nomination Committee may call in the Chairman of the Board as a member. The majority of the Nomination Committee

members shall not be members of the Board of Directors. 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. In case a shareholder becomes one of the company's three largest owners during the Nomination Committee work, the Nomination Committee may offer this owner a seat on the Committee.

The names of the members of the Nomination Committee and the shareholders they represent shall be presented as soon as the members have been appointed, however, no later than six months prior to the Annual General Meeting 2012. No remuneration for Nomination Committee work will be paid out. The Company shall pay reasonable costs for the recruitment of Board Members to the Nomination Committee.

The Nomination Committee shall prepare and present to the Annual General Meeting 2012 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. Election of Auditors
• 1. Fees to the Auditors
• 1. The procedure of appointing a Nomination Committee for the Annual General Meeting 2013

Proposal of the Board of Directors

Proposal for the appropriation of the Company's profit or loss The Board proposes that no dividend be distributed for the financial year 2010. (Item 9b)

Proposal for resolution on guidelines for compensation to the Company Executives (Item 14)

The Board proposes the AGM to resolve on the guidelines below for the determination of remuneration and other employment conditions for the CEO and other Executives. The compensation level and structure shall be at market level. The total compensation shall be a balanced mix of fixed salaries, 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 Group's budget and may at the most be fifty percent of the fixed salary; the variable compensation for the CEO, however, may be at the most seventy five percent of the fixed salary. The retirement plan shall be competitive. The CEO 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. As a main rule all of the 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 Group gives notice. The CEO shall have a mutual notice period of six months and a severance payment of twelve months salary in case Anoto Group terminates the employment without just cause. Stock related incentive plans are to be determined by the AGM. Issues and transfers of securities determined by the AGM according to the rules of §16 in the Swedish Companies Act are not comprised by these guidelines in case the AGM has or will make such decisions. The Board shall be entitled to deviate from these guidelines in a certain case should there be specific reasons. The compensation for Executives in 2010 is accounted for in Note 9 in the Annual Report of 2010. The incentive plans for Executives are accounted for in Note 33.

Proposal for amendments to the Company's Articles of Association (Item 15)

§7 first sentence §7 first sentence

are to be appointed for the review of by the Company. The assignment as

§9 §9

weeks prior to the meeting. Notice of

Present wording Proposed amended wording

1-2 auditors with or without deputies One or two certified auditors shall be assigned the company's annual report and the auditors shall be valid up to and including the management of the board of directors Annual General Meeting held during the fourth and the CEO. fiscal year after the year of the assignment.

Notices of annual general meetings and Notice of annual general meetings shall be made extraordinary general meetings through announcement in Post- och Inrikes concerning amendments to the articles Tidningar (the Swedish Official Gazette) and on of association shall be issued not earlier the Company's web page. Notice having been than six weeks and not later than four sent out shall be advertised in Dagens Nyheter.

extraordinary general meetings shall be issued not earlier than six weeks and not later than two weeks prior to the meeting. Notice shall always be made through announcement in Post- och Inrikes Tidningar (the Swedish Official Gazette) and in Dagens Nyheter.

§10 §10

shareholders in a print-out or similar shareholders in a print-out or similar representation of the whole share representation of the whole share register setting forth the circumstances register setting forth the circumstances five weekdays prior to the meeting, and five weekdays prior to the meeting, and company not later than 12 noon on a a certain day. This day must not be a Sunday, any other public holiday, Satur- day, Midsummer's Eve, Christmas Eve day, Midsummer's Eve, Christmas Eve or New Year's Eve and shall occur not the general meeting and must be set out in the notice. in the notice.

Shareholders who wish to attend the Shareholders who wish to attend the annual general meeting, shall be registered as general meeting, shall be registered as shall have given notice of the attend- shall have given notice of the attendance ance to the board of directors of the to the board of directors of the company certain day. This day must not be a Sunday, any other public holiday, Saturor New Year's Eve and shall occur not earlier than on the fifth weekday prior to earlier than on the fifth weekday prior to the general meeting and must be set out

Proposal for resolution on the authorization 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 or cash after a direct issue to the capital market. 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 NASDAQ OMX Stockholm. Should the authorization be fully exercised, it would (Item 17)

result in a dilution of approx. 8.5 per cent based on the total number of shares after full exercise of the authorization.

Majority requirement

For a resolution in accordance with the board proposals under Items 15 and 17 it is required that shareholders representing at least two thirds of the votes given as well as of the shares represented at the general meeting to support both resolutions, respectively. The board proposal for resolution under Items 16a-16c above forms a "package", since the different proposals depend upon each other. For this reason it is proposed that the Annual General Meeting makes one resolution with regard to the proposals above observing the majority rules stated in Chapter 16 §8 of the Swedish Companies Act, meaning that the resolution must be supported by shareholders representing at least nine tenths of the votes given as well as of the shares represented at the general meeting.

Documents etc.

Financial reports, audits and auditor reports as well as the complete set of proposals are available in the Company's office in Lund and on the Company's web page, www.anoto.com, at least three weeks prior to the general meeting. The documents can be sent free of charge to shareholders by stating their address.

The Board of Directors and the CEO shall, if requested by a shareholder, and if the Board finds that it can be done without any major harm to the Company, give out information at the Annual General Meeting on conditions that may influence the assessment of an item of the agenda, and on conditions that may influence the assessment of the economic situation of the Company or its subsidiaries, and on the Company's relation to another group of companies. Whoever wishes to send in questions ahead of the meeting may do so in the same manner as the notification to the Annual General Meeting as of above.

At the time of the notice there were 128,583,867 shares and votes in Anoto Group.

Lund, April, 2011 Anoto Group AB (publ.) The Board

For further information, please contact: Jörgen Durban Chairman of the Board +46 70 326 6681

The information in this press release is announced in accordance with the Securities Markets Act. The information was submitted for publication at 08.15 on April 12th, 2011.

About Anoto Group:

Anoto Group is the company behind and world leading in the unique technology for digital pen and paper, which enables fast and reliable transmission of handwritten text into a digital format. Anoto operates through a global partner network that focuses on user-friendly solutions for efficient capture, transmission and storage of data within different business segments, e.g. healthcare, bank and finance, transport and logistics and education. The Anoto Group has around 80 employees, offices in Lund (head office), Boston and Tokyo. The Anoto share is traded on the Small Cap list of OMX Nordic Exchange in Stockholm under the ticker ANOT. For more information: www.anoto.com.