The extraordinary general meeting (the “EGM”) of Anoto Group AB (publ) (“Anoto” or the “Company”) was held on February 15, 2021 and the following resolutions were passed by the meeting.
Election of new board member etc.
The EGM resolved in accordance with Soltworks Co. Ltd.’s (the “Major Shareholder”) proposal that the board of directors shall consist of four board members, and that the total remuneration for each newly elected board member, who is not an employee of the group, shall amount to SEK 300,000.
The EGM resolved in accordance with the Major Shareholder’s proposal to elect Jörgen Durban as a new member of the board of directors until the end of the next annual general meeting.
Approval of directed rights issue
The EGM resolved, with unanimous vote, to approve the board of directors’ resolution on January 20, 2021 to increase the Company’s share capital by up to SEK 12,600,000.059198 through the issue of up to 21,000,000 new ordinary shares, each with a quota value of approximately SEK 0.600000003 (the “New Issue”).
With deviation from the shareholders’ preferential rights, the new shares may only be subscribed for by Rothesay Limited. The reason for the deviation from the shareholders’ preferential rights is to finance the ongoing business in a time and cost-efficient way and at the same time strengthen the Company’s institutional and long-term shareholder base and thereby promote the Company’s opportunities to develop the Company to create additional value for all shareholders.
The subscription price per ordinary share is SEK 0.90. The subscription price has been determined after discussions at an arm’s length between the Company’s management and Rothesay Limited based on the prevailing market conditions at the time when the share issue was resolved. Through the directed rights issue, Anoto will receive approximately SEK 18.9 million before issue costs. The New Issue has a dilution effect of approximately 9.7 per cent of the share capital after dilution by increasing the number of outstanding shares from 194,658,150 to 215,658,150.
All shares have been subscribed for and allotted.
For additional information regarding the New Issue refer to the press release published by Anoto on 20 January, 2021.
Approval of authorisation to issue new shares, warrants and/or convertible bonds
The EGM resolved, with unanimous vote, in accordance with the board of directors' proposal to authorize the board of directors to resolve, on one or several occasions during the period until the next annual general meeting, 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 34,341,850 ordinary shares, corresponding to a dilution of approximately 13.7 per cent of the share capital and votes, having regarded the New Issue.
This authorisation replaces the authorisation for the board of directors to resolve to issue
ordinary shares, warrants and/or convertible bonds resolved by the annual general meeting on
May 18, 2020.
For further information, please contact:
Johannes Haglund, Chief of Staff
This information was released for public disclosure, through the agency of the contact person above, on February 15, 2021 at 13:00 CET.
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 30proprietary technology to develop smartpens and the 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.