AGM Information • Jun 11, 2013
AGM Information
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Lund, June 11, 2013 - The shareholders of Anoto Group AB (publ), reg. no. 556532-3929, hereinafter "Anoto Group" or the "Company", are invited to attend the extraordinary general meeting to be held at 12:00 (noon) on Friday 5 July 2013 at the Company's premises at Traktorvägen 11, Lund, Sweden.
Shareholders wishing to attend the extraordinary general meeting must be entered as shareholders in the share register maintained by Euroclear Sweden AB as of Saturday 29 June 2013 (since the record date is a Saturday the shareholders must be recorded in the share register as of Friday 28 June 2013) and provide notification of attendance to the Company no later than on Monday 1 July 2013, preferably before noon. Attendance is to be notified by mail to Anoto Group AB at Box 4106, SE-227 22 Lund, Sweden, by fax +46 46 540 12 02, by telephone +46 46 540 12 00, or by e-mail to [email protected]. The notification should state name, social security number/corporate identification number and registered number of shares. To facilitate admittance to the extraordinary general meeting, proxies, registration certificates and other authorization documents should be submitted to the Company at the above address no later than on Monday 1 July 2013. The Company provides proxy forms at the Company's 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 extraordinary general meeting must temporarily register these shares in their own name; so called registration of voting right. In order for the temporary registration of voting right to be effective as of Friday 28 June 2013, the request must be submitted to the bank or stockbroker managing the shares in due time prior to that date.
A group of shareholders (Aurora Investment Ltd, Tore Aksel Voldberg, Reidar Fougner, Erik Just Johnsen, Tore Bjark, Erik Tronbøl, Home Capital v/Kenneth Andersen, Danske Capital Sverige AB v/Tomas Klevbo, Ventor AS v/Per Boasson, Augusta AS v/Finn Espen Arnesen and Anglo Supply AS v/Jan Ivar Sørensen) in total representing 79,062,473 shares corresponding to approximately 45.5 per cent of all the shares and votes in the Company (the "Shareholders") have requested that the Board of Anoto Group convenes an extraordinary general meeting to consider the matters set out below.
The Shareholders propose that the number of Board members shall be five, with no deputy Board members, for the period of time until the next annual general meeting.
The annual general meeting 2013 resolved that the annual fees to the Board members shall amount to 500,000 SEK to the chairman of the Board and 200,000 SEK to other Board members and that no fees are to be paid for committee work. The Shareholders propose that any newly elected member of the Board shall be paid a fee for his work as a Board member in accordance with the levels of remuneration resolved by the 2013 annual general meeting, in proportion to the duration of the term of the directorship. For the Board members elected by the 2013 annual general meeting, the fee shall remain unchanged as resolved by the annual general meeting.
The Shareholders propose that Mr Erik Tronbøl shall be elected new Board member, for the period of time until the next annual general meeting. Erik Tronbøl has with his 24 years of experience from the finance industry an extensive network in Stockholm, Oslo, London, New York and other places. He has been a partner both in Norse Securities AS and RS Platou Markets AS. He holds a degree in B&A from Oslo Business School. According to the Shareholders, Erik Tronbøl knows Anoto very well after more than 7 years of being a very active shareholder and today owns a substantial amount of shares. The Shareholders further regard him as a good representative for all the shareholders as he knows and speaks to all shareholders regardless of geographic location or size. He has already in many instances acted as a pro-bono financial advisor to the Company. The Shareholders
are of the opinion that Erik Tronbøl has the right qualifications, good knowledge of the Company and should be a valuable addition to the Board. Assuming that the general
meeting elects a new Board member in accordance with the Shareholders' proposal, the Board will for the period of time until the next annual general meeting consist of Kjell Bråthen, Jörgen Durban (Chairman), Gunnel Duveblad, Andrew Hur and Erik Tronbøl.
The Shareholders propose that the general meeting resolve to authorize the Board to resolve, on one or several occasions before the next annual general meeting, with or without disapplication of the shareholders' pre-emptive right, to issue shares and/or convertibles and/or warrants. Such issue resolution may include provisions for payment against set-off of claims. The number of shares that may be issued, the number of shares that the convertibles may be converted into and the number of shares that may be issued by virtue of exercise of the warrants shall not exceed 19,291,639 shares in total. If the authorization is fully exercised it will result in a dilution of approximately 10 per cent of the number of shares in the Company (based on the total number of shares in the Company as of this date and after the authorization has been fully exercised).
The purpose of the authorization and the reason for any disapplication of the shareholders' pre-emptive right is to increase the financial flexibility of the Company. The Board may not use the authorization for the purpose of financing any new corporate acquisition (Sw: företagsförvärv).
The Board, or any person appointed by the Board, shall be authorized to make such minor adjustments of the resolutions that may prove necessary for registration with the Swedish Companies Registration Office (Sw: Bolagsverket).
A valid resolution by the general meeting 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 general meeting.
The shareholders are reminded of their right under Chapter 7 Section 32 of the Swedish Companies Act to request that the Board and the CEO present information at the general meeting.
The Shareholders' proposals for resolutions pursuant to items 7-10 of the agenda are exhaustively set out above. The complete proposals will also be available at the Company's office in Lund and on the Company's web page, www.anoto.com, no later than three weeks prior to the general meeting. The documents will be sent on request free of charge to shareholders stating their address.
At the time of this convening notice, there were 173,624,758 shares and votes in Anoto Group.
Lund in June, 2013 ANOTO GROUP AB (publ) The Board of Directors
For more information please contact:
Jörgen Durban, Chairman of the Board Anoto Group AB Tel: +46 (0)703 26 66 81
The information in this press release is published pursuant to the Swedish Financial Instruments Trading Act. The information was submitted for publication at 10:30 a.m. CET on June 11, 2013.
Anoto Group AB is a global leader in digital writing solutions, which enables fast and reliable transmission of handwriting into a digital format. Anoto operates worldwide through a global partner network that delivers user-friendly digital writing solutions for efficient capture, transmission, distribution and storage of data. Anoto is currently in use across multiple business segments, e.g. healthcare, banking and finance, transportation and logistics and education. The Anoto Group has around 130 employees and is headquartered in Lund (Sweden). The company also has offices in Basingstoke, Guildford and Wetherby (UK), Amsterdam (NL), Boston (US) and Tokyo (Japan). The Anoto share is traded on the Small Cap list of NASDAQ OMX Stockholm under the ticker ANOT. For more information: www.anoto.com.
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