The shareholders of Anoto Group AB (publ) (“Anoto” or the “Company”) are hereby invited to attend the Extraordinary General Meeting (the “EGM”) to be held on Monday December 11, 2023 at 10 a.m. at the premises of Setterwalls Advokatbyrå, Sturegatan 10 in Stockholm, Sweden.
Notification of participation
Shareholders wishing to attend the EGM must:
be entered as shareholders in the share register maintained by Euroclear Sweden AB no later than on Friday December 1, 2023;
notify the Company of their intention to participate no later than on Tuesday December 5, 2023.
Attendance is to be notified by phone to +44 758 430 12 60 or by e-mail to EGM@anoto.com. The notification should state name, social security number/corporate identification number and registered number of shares. To facilitate admittance to the EGM, proxies, registration certificates and other authorisation documents should be submitted to the Company by email to EGM@anoto.com no later than on Tuesday December 5, 2023. The Company provides proxy forms on the Company’s web page www.anoto.com.
To be entitled to participate at the EGM, shareholders who has had their shares registered through nominees (Sw. förvaltare) must, in addition to notifying the Company of their intention to participate at the EGM, have their shares registered in their own name so that the shareholder is entered into the share register per Friday December 1, 2023. Such registration may be temporary (Sw. rösträttsregistrering) and is requested with the nominee in accordance with the nominee’s routines at such time in advance as the nominee determines. Voting rights registrations made no later than Tuesday December 5, 2023 are considered in the presentation of the EGM share register.
Opening of the meeting
Election of Chairman
Preparation and approval of voting list
Approval of the agenda
Election of one or two persons to verify the minutes
Determination of whether the Meeting has been duly convened
Determination of the number of Board members
Determination of remuneration for the Board members
Election of Board members, and Chairman of the Board of Directors
Resolution to authorise the Board of Directors to issue new ordinary shares, warrants and/or convertible bonds
Closing of the Meeting
Proposals for determination of the number of Board members, determination of remuneration for the Board members and election of Board members and Chairman of the Board of Directors (items 7–9)
Beof Company Ltd., Rothesay Limited, Anders Björndahl, Jörgen Durban, Inhye Kim and Digital Bio Marker Co Ltd (the "Major Shareholders"), together representing approximately 30 per cent of the total number of shares and votes in Anoto, has informed the Company of its intention to, well in advance of the EGM, present proposals according to items 7–9.
Resolution to authorise the Board of Directors to issue new shares, warrants and/or convertible bonds (item 10)
The Major Shareholders proposes that the EGM authorises 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 the number of 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.
A valid resolution by the EGM 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 EGM.
According to Chapter 7, section 32 of the Swedish Companies Act, at a General Meeting the shareholders are entitled to require information from the Board of Directors and CEO regarding circumstances which may affect items on the agenda and circumstances which may affect the Company’s financial situation.
For information on how personal data is processed, see:
Number of shares and votes in the Company
At the time of the issue of this notice the total number of ordinary shares and votes in the Company was 331,859,066. There were no Series C Shares issued. The Company is not holding any own shares.
Stockholm, November 2023
Anoto Group AB (publ)
The Board of Directors