The Annual General Meeting (the (“AGM”) in Anoto Group AB (publ) (the ”Company”) has been held on 30 June 2023 and in particular the following decisions were resolved.
Balance sheet, income statement and dividend
The AGM resolved to adopt the balance sheet, income statement, consolidated balance sheet and consolidated income statement for 2022. 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 2022.
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, Joonhee Won was new-elected as Board member.
The AGM re-elected Jörgen Durban as the Chairman of the Board of Directors.
Election of auditor
The AGM re-elected the registered auditing company BDO Mälardalen AB as auditor until the next AGM.
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 46,122,393 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.
Attachment
- Anoto Bulletin AGM 2023
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