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Bulletin from the Annual General Meeting in Anoto Group AB (publ) on 28 June 2022

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Anoto Group AB
Anoto Group AB

The Annual General Meeting (the (“AGM”) in Anoto Group AB (publ) (the ”Company”) has been held on 28 June 2022 and in particular the following decisions were resolved.

Balance sheet, income statement and dividend

The AGM decided to adopt the balance sheet, income statement, consolidated balance sheet and consolidated income statement for 2021. Furthermore, it was resolved that no dividend will be distributed and that the unrestricted equity in the parent company shall be carried forward.

The Board

The AGM resolved to discharge the Board members and the Chief Executive Officers from liability for 2021.

As members of the Board of Directors until the end of the next AGM, the AGM re-elected Jörgen Durban, Anders Sjögren and Dennis Song. Further, Hyun Yong Kim (Hy Kim) was new-elected as Board member.

Jörgen Durban was re-elected as the Chairman of the Board of Directors.

Election of auditor

The AGM re-elected the registered auditing company BDO Mälardalen AB as auditor.

Implementation of an incentive scheme for the Chief Executive Officer in the Company

The AGM resolved to adopt an incentive scheme for the Chief Executive Officer in the Company. The Incentive program means that the Chief Executive Officer will be granted stock options free of charge. The program comprises a maximum of 7,000,000 stock options, representing approximately 3.0 per cent of the share capital and votes after dilution, based on the current number of shares in the Company.

The options granted to the Chief Executive Officer will vest and become exercisable on a pro rata basis, with 1/36 per month, until all options have vested after three years and can be exercised three years after the date of grant of the options.

The stock options can be exercised to purchase common stock in the Company no later than on the fifth anniversary from the date of grant of the options minus one day, after which any outstanding options lapse. Each option entitles the Chief Executive Officer to purchase one common stock in the Company at a price equal to 120 per cent of the average volume weighted closing price of the Company’s shares on Nasdaq Stockholm for each trading day during the period from 20 June 2022 up to and including 4 July 2022.

Implementation of an incentive scheme for the Chairman of the Board of Directors of the Company

The AGM resolved to adopt an incentive scheme for the Chairman of the Board of Directors of the Company. The Incentive program means that the Chairman will be granted stock options free of charge. The program comprises a maximum of 7,000,000 stock options, representing approximately 3.0 per cent of the share capital and votes after dilution, based on the current number of shares in the Company.

The options granted to the Chairman will vest and become exercisable on a pro rata basis, with 1/36 per month, until all options have vested after three years and can be exercised three years after the date of grant of the options.

The stock options can be exercised to purchase common stock in the Company no later than on the fifth anniversary from the date of grant of the options minus one day, after which any outstanding options lapse. Each option entitles the Chairman to purchase one common stock in the Company at a price equal to 120 per cent of the average volume weighted closing price of the Company’s shares on Nasdaq Stockholm for each trading day during the period from 20 June 2022 up to and including 4 July 2022.

Authorisation for the Board of Directors to resolve on directed issue of Series C shares

The AGM authorised the Board of Directors to resolve on a new issue of no more than 14,000,000 Series C shares, each with a quota value of SEK 0.60, corresponding to approximately 6.1 per cent of the share capital and votes of the Company after dilution. With the deviation from the shareholders’ preferential rights, the new shares may be subscribed for by a bank or securities company at a subscription price corresponding to the quota value.

The purpose of the authorisation and the reason for the deviation from the shareholders’ preferential rights when the authorisation is utilized is to ensure delivery of shares to participants under the Company’s outstanding incentive programs and to cover any social security costs related to such incentive schemes.

Authorisation for the Board of Directors to resolve on repurchase of Series C shares

The AGM resolved to authorise the Board of Directors to resolve on repurchases of Series C shares. Acquisitions shall be made at a price corresponding to the quota value of the shares. Payment for acquired shares shall be made in cash.

The purpose of the above authorisations is to be able to resolve on repurchase of Series C shares in order to ensure delivery of shares to participants in the Company’s outstanding incentive programs and secure payment of social security contributions attributable to such incentive programs.

Authorisation for the Board of Directors to issue new shares, warrants and/or convertible bonds

The AGM resolved to authorise the Board of Directors to resolve, 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 45,787,200 ordinary shares, corresponding to a dilution of approximately 20 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.

Resolution to initiate legal proceedings against the auditing company Grant Thornton services

The AGM resolved to initiate legal proceedings regarding damages against the Company’s former auditor Grant Thornton Sweden AB as well to approve that such legal proceedings have already been initiated by the Company based on faults and negligence as well as delays in the performance the auditor assignment during years 2020 – 2021, including, among other things, the audits of the annual accounts for the financial years of 2019 respective 2020.

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