By request of Stolkin Helicopters Ltd., holding approximately 12.3 percent of the total number of shares and votes in Anoto Group AB (publ) (the “Company”), the shareholders of the Company are hereby invited to an Extraordinary General Meeting (the “EGM”) to be held on Monday 9 October 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 29 September 2023,
- notify the Company of their intention to participate no later than on Tuesday 3 October 2023.
Attendance is to be notified by phone to +44 (0)758 430 12 60 or by e-mail to [email protected]. 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 [email protected] no later than on Tuesday 3 October 2023. The Company provides proxy forms on the Company’s web page www.anoto.com.
To be entitled to participate in the EGM, shareholders whose shares are held in the name of a nominee must, in addition to providing notification of their participation in the EGM by submitting their postal vote, re-register the shares in their own name so that the shareholders are registered in the share register on the record date on Friday 29 September 2023. This re-registration may be temporary (so-called “voting right registration”) and is carried out through the nominee according to their procedures at a time predetermined by the nominee. Voting rights registration that has been completed by the nominee no later than Tuesday 3 October 2023, are considered when preparing the share register.
Proxies
If shareholders wish to attend the EGM through a proxy, a written and dated power of attorney signed by the shareholder must be enclosed with the notification. The power of attorney form is available on the Company’s website www.anoto.com. If the shareholder is a legal entity, a registration certification or an equivalent authorisation document must be enclosed along with the notification.
Proposed agenda
- 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
- Election of Chairman of the Board
- Resolution to authorise the Board of Directors to issue new ordinary shares, warrants and/or convertible bonds
- Closing of the Meeting
Proposals
Election of Chairman of the Board (item 6)
Stolkin Helicopters Ltd. has requested the Board of Directors of the Company to call an EGM “to terminate Jorgen Durban’s position as a director and chairman of Anoto and to elect a new chairman”. Stolkin Helicopters Ltd. has not informed the Company of any proposal for a new Chairman of the Board of Directors.
Resolution to authorise the Board of Directors to issue new ordinary shares, warrants and/or convertible bonds (item 7)
The Board of Directors proposes that the EGM authorises 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 36,873,230 ordinary shares, corresponding to a dilution of approximately 10 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.
Other
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: https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
Number of shares and votes in the Company
As of 4 September 2023, 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, 4 September 2023
Anoto Group AB (publ)
The Board of Directors
Attachment
- Anoto_Notice EGM_September 2023 SW draft 230901
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