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Bulletin from Annual General Meeting in Anoto Group AB on June 30, 2021

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Balance sheet, income statement and dividend

The Annual General Meeting (the “AGM”) on June 30, 2021 of Anoto Group AB (publ) (the “Company”) decided to adopt the balance sheet, income statement, consolidated balance sheet and consolidated income statement for 2020. 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 CEO from liability for 2020.

As members of the Board of Directors until the end of the next AGM, the AGM re-elected Jörgen Durban, Young Soo (Perry) Ha, Anders Sjögren and Dennis Song.

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

Election of auditor

The AGM elected the registered auditing company BDO Mälardalen AB as auditor for a period of four years. BDO Mälardalen AB has announced the intention that the authorized accountant Carl-Johan Kjellman will be appointed as the auditor-in-charge and that the authorized accountant Johan Phermanson will be appointed auditor for the same period.

Implementation of an incentive scheme for Senior Executives of the Company

The AGM resolved to adopt an incentive scheme for Senior Executives of the Company.

The purpose of the incentive scheme is to advance the interests of the shareholders of the Company by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to the Company and by providing such persons with equity ownership opportunities and performance-based incentives that are intended to better align the interests of such persons with those of the shareholders of the Company.

The proposed incentive program means that the participants will be granted stock options free of charge. The program comprises a maximum of 17,789,489 stock options, representing approximately 7.6 per cent of the share capital and votes after dilution, based on the current number of shares in the Company. The number of stock options granted to the CEO shall be up to 6,469,745 options and the number of options for each of the members of the Senior Management and other key employees shall be between 200,000 and 4,313,163 options. Board members of the Company not employed by the Group shall not participate in the incentive scheme.

The options granted to the CEO will vest and become exercisable on a pro rata basis, with 1/24 per month, until all options have vested after two years and can be exercised three years after the date of grant of the options.

All other options granted under the incentive scheme will vest and be exercisable according to the following. One third of the options will become exercisable one year after the date of grant of the options. Thereafter, the remaining two thirds of the options vest on a pro rata basis, with 1/24 per month, until all options have vested. Options can be exercised three years after the date of grant of the options.

The options may not be exercised unless the participant, at the time he or she exercises the options, is, and has been at all times since the date of grant of the options, an employee of, or consultant or advisor to, the Company or any company of which the Company holds at least 20 per cent of the votes for all the shares or the Company’s subsidiary or the Company with one or more subsidiaries or several subsidiaries together holds at least 20 per cent of the votes (an “Eligible Participant”).

If the participant ceases to be an Eligible Participant for any reason, then, the right to exercise the options shall terminate three months after the first day when options can be exercised, provided that the participant can only exercise such vested options the participant was entitled to exercise on the date of such cessation.

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 participant 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 8 June 2021 up to and including 29 June 2021.

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

The AGM authorized the Board of Directors, on one or more occasions until the next Annual General Meeting, to resolve on a new issue of no more than 17,789,489 Series C shares, each with a quota value of SEK 0.60, corresponding to approximately 7.6 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 authorization and the reason for the deviation from the shareholders’ preferential rights when the authorization 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. Prior to the transfer of shares to participants exercising stock options, the Board of Directors will resolve to reclassify Series C shares into ordinary shares. The Company has not yet issued any Series C shares.

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

The AGM resolved to authorize the Board of Directors, on one or more occasions until the next Annual General Meeting, to resolve on repurchases of Series C shares. Repurchases may only be made through an acquisition offer addressed to all holders of Series C shares and shall comprise all outstanding 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 authorizations 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.

Implementation of an incentive scheme for employees in Knowledge AI

The AGM resolved to adopt an incentive scheme for employees and officers of, and consultants and advisors to, Knowledge AI Inc. (“Knowledge AI”), a subsidiary of the Company.

The proposed incentive program means that the participants will be granted stock options free of charge. The program comprises a maximum of 3,000,000 stock options, representing approximately 25 percent of the share capital and votes after dilution, based on the current number of shares in Knowledge AI.

The options will become exercisable as to 20 percent of the options on the first anniversary of the date of grant of the options and as to an additional 20 percent of the options at the end of each thereafter successive anniversary of the date of grant until the fifth anniversary of the date of grant.

The options may not be exercised unless the participant, at the time he or she exercises the options, is, and has been at all times since the date of grant of the options, an employee or officer of, or consultant or advisor to, Knowledge AI or any parent or subsidiary of Knowledge AI (an “Eligible Participant”).

If the participant ceases to be an Eligible Participant for any reason, then, the right to exercise the options shall terminate three months after such cessation, provided that this option shall be exercisable only to the extent that the Participant was entitled to exercise the options on the date of such cessation.

The stock options can be exercised to purchase common stock in Knowledge AI no later than on the tenth anniversary from the date of grant of the options minus one day, after which any outstanding options lapse. Each option entitles the participant to purchase one common stock in Knowledge AI at a price equal to fair market value at the date of grant of the options.

Remuneration report

The AGM approved the Board of Directors´ report regarding compensation pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.

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

The AGM resolved to authorize the Board of Directors to resolve, on one or several occasions during the period until the next AGM, 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 43,131,630 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.

For further information, please contact:

Perry Ha, CEO

For more information about Anoto, please visit www.anoto.com or email ir@anoto.com

About Anoto Group

Anoto is a publicly held Swedish technology company known globally for innovation in the area of information-rich patterns and the optical recognition of those patterns. It is a leader in digital writing and drawing solutions, having historically used its proprietary technology to develop smartpens and related software. These smartpens enrich the daily lives of millions of people around the world. Anoto currently has three main business lines: Livescribe retail, Enterprise Forms and OEM. Anoto also owns Knowledge AI, a leading AI based education solution company, as its majority-controlled subsidiary. Anoto is traded on the Small Cap list of Nasdaq Stockholm under ANOT.

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