Lund, 10 June 2016 – At yesterday’s Annual General Meeting (the “AGM”) in Anoto Group AB (publ), the following main resolutions were adopted.
Appropriation of profit or loss and discharge from liability
The AGM adopted the income statements and balance sheets of the parent company and the Group and resolved in accordance with the proposal by the Board and the CEO that no dividend should be paid and that the unrestricted equity in the parent company of SEK 239,343,978 shall be carried forward. The AGM discharged the members of the Board and the CEO from liability.
Election of Board members and fees to the Board members etc.
For the period until the next AGM, it was resolved to re-elect Jörgen Durban, Henric Ankarcrona and Joonhee Won and to elect Brett Halle. Jörgen Durban was re-elected as Chairman of the Board
Brett Halle is the SVP of Engineering / CTO for Anoto Group AB. Prior to his position at Anoto, Brett spent the past four years as SVP of Engineering at Livescribe, which was acquired by Anoto in late 2015. While at Livescribe, Brett led the company’s software and hardware engineering teams and was responsible for driving product strategy, development, and integration. Under his guidance, Livescribe launched the award-winning Livescribe 3 smart pen, which pairs with iOS and Android devices to transfer notes and sketches from paper into customers’ digital workflow. Prior to Livescribe, Brett spent 21 years at Apple where he held a variety of roles focused on software development, management and technical innovation. Brett was involved in driving a number of key Apple acquisitions including NeXT (which resulted in Steve Jobs return to Apple). Brett also ran the Professional Video product line for Apple (which included the Emmy Award winning Final Cut Studio). His last role at Apple saw him manage the direction, creation, and implementation of the common operating system technologies shared across all Apple products and platforms, including the Apple iPad, iPhone and iPod.
The AGM resolved on fees for the Board in the amount of SEK 900,000 in total, of which SEK 600,000 to the Chairman and SEK 300,000 to Henric Ankarcrona.
Authorization for the Board to resolve to issue shares 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 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 shares and/or convertible bonds that involve the issue of or conversion into a maximum of 213,000,000 shares.
Incentive scheme for senior executives
The AGM resolved, according to the proposal by the shareholder Solid Technologies Limited, to adopt an incentive scheme for senior executives employed by the Group or, in respect of one of the senior executives, engaged by the Group but not formally employed. The incentive scheme means that the participants, free of charge, will be allocated stock options. The options can be exercised to purchase shares in the Company from the date of publication of the Company's quarterly report for the second quarter of 2018, but no later than 1 October 2018, until 30 October 2018. Provided that the participant is or has been employed or, in respect of one of the senior executives, engaged by the Group but not formally employed - or director since such employment or engagement is terminated - in the Group for at least 12 months from the date of allocation of the stock options, each option entitle the employee to purchase one share in Anoto Group AB at a price equal to 150 per cent of the average closing price of the Company's shares on Nasdaq Stockholm during the period from 7 June 2016 up to and including 17 June 2016. The incentive scheme comprises a maximum of 65,250,000 stock options, representing approximately 3.0 percent of the share capital and votes after dilution. The maximum number of stock options to be allocated to the CEO of the Company shall be 21,750,000 stock options, while other senior executives will each be allocated a maximum of 12,000,000 stock options.
Grant of stock options to the Chairman of the Board
The AGM resolved, according to the proposal by the shareholder Solid Technologies Limited, to approve the allocation of 21,750,000 additional stock options to the Chairman of the Board, representing approximately 1.0 percent of the share capital and votes after dilution. The incentive scheme means that the Chairman of the Board, free of charge, will be allocated stock options. The options can be exercised to purchase shares in the Company from the date of publication of the Company's quarterly report for the second quarter of 2018, but no later than 1 October 2018, until 30 October 2018. Provided that the participant is or has been a board member of the Company, or at least available for re-election as a board member, for at least 12 months from the date of allocation of the stock options, each option entitle the participant to purchase one share in Anoto Group AB at a price equal to 150 per cent of the average closing price of the Company's shares on Nasdaq Stockholm during the period from 7 June 2016 up to and including 17 June 2016.
Resolution to authorise the Board of Directors to issue warrants
To ensure delivery of shares to participants in the incentive scheme described above, and to cover any social security costs related to the incentive scheme, it is proposed that the Board of Directors be authorised, on one or more occasions until the next Annual General Meeting, to issue up to 87,000,000 warrants, representing approximately 4.00 per cent of the share capital and votes after dilution. The warrants shall be issued free of charge and, with disapplication of the shareholders' preferential rights, may be subscribed for by Anoto AB, a subsidiary of the Company.
For further information, please contact:
Jörgen Durban, Chairman of the Board
Anoto Group AB
+46 70 326 66 81
The information in this press release is published pursuant to the Swedish Financial Instruments Trading Act. The information was submitted for publication on 10 June 2016 at 09:00 am.
