Lund, May 13, 2011 - At the Annual General Meeting of Anoto Group AB in Lund, May 12, 2011, the following resolutions were passed.
Annual report, adoption of report etc.
The AGM adopted the consolidated income statements and balance sheets. The annual report was distributed and approved. The Board Members and CEO were discharged from liability. No dividends are to be paid.
CEO Statement
The CEO of Anoto Group, Torgny Hellström, gave his comments on the most significant events during 2010 and also reported on the first quarter interim report for 2011 announced on April 29.
Election of Board of Directors and Directors fees
The AGM resolved according to the slightly changed proposal presented by the Nomination Committee at the AGM that the Board shall consist of 5 members. Stein o Revelsby, Member of the Board and Jörgen Durban, Chairman of the Board were re-elected. Gunnel Duveblad, Nicolas Hassbjer and Andrew Hur were elected new Board Members until the end of next year’s AGM.
Gunnel Duveblad, born 1955, is a Board Member of Posten Norden AB, HiQ International AB and SWECO AB. She is a System Analyst Graduate and has had a long career within IBM and recently as CEO of EDS Norra Europa. Own and affiliated companies' shareholding in Anoto Group AB: 20 000 shares.
Nicolas Hassbjer, born 1967, is the founder and Board Member of HMS Networks AB and is also a Board Member of Sydsvenska Industri och Handelskammaren. Own and affiliated companies' shareholding in Anoto Group AB: 0 shares.
Andrew Hur, born 1974, is a Korean citizen. He is a graduate in Business & Administration from the Korea University and works as Director of Portfolio Management & Business Development for TStone Corp. Own and affiliated companies' shareholding in Anoto Group AB: 0 shares.
The annual Board fee is to be SEK 1 300 000, out of which SEK 500 000 is to be paid to the Chairman of the Board (450 000) and SEK 200 000 to each of the other Board Members (175 000).
The AGM resolved that the Auditors shall be reimbursed according to approved invoice.
Resolution on Nomination Committee
The AGM resolved in accordance with the Board’s proposal for Nomination Committee to commission the Chairman of the Board to contact the three largest shareholders in Anoto, according to the list of shareholders at the end of September 2011, and ask them to appoint one representative each to form the Nomination Committee together with him until a new Nomination Committee has been appointed. If not otherwise resolved by the Nomination Committee, the representative of the largest owner shall be appointed Chairman of the Nomination Committee. In addition, the Nomination Committee may call in the Chairman of the Board as a Member. The majority of the Nomination Committee shall not be Board Members.
In case a shareholder that has appointed a Member to the Nomination Committee materially reduces his holding of shares in the Company, the Member that has been appointed by such shareholder shall resign, if the Nomination Committee so decides. Instead, another major shareholder shall in consultation with the remaining members be offered to appoint a Member of the Nomination Committee. In case a shareholder who is not represented in the Nomination Committee becomes one of the company’s three major shareholders during the Nomination Committee work period, the Nomination Committee may resolve to offer this owner a seat on the Nomination Committee.
The names of the Members of the Nomination Committee, the shareholders they represent and information on who has been appointed Chairman shall be presented as soon as the Members have been appointed, however, no later than six months prior to the Annual General Meeting 2012. No remuneration shall be paid for the work carried out by the Nomination Committee. The Company shall pay reasonable costs for the recruitment of Board Members.
Authorization
The Annual General Meeting resolved in accordance with the Board’s proposal to authorize the Board of Directors to, on one or several occasions prior to the next Annual General Meeting, resolve on an issue of a maximum of 12,000,000 new shares with provisions for non-cash payment or payment against set-off of claims and/or directed share issue to the capital market or else on conditions enabling the waiving of shareholders’ preferential rights. The reason for permitting issues of new shares waiving the shareholders’ preferential rights is to enable company/business acquisitions against full or part payment in the form of shares or cash after a direct issue to the capital market.
In a cash issue, the issue price for the new shares shall be fixed to a price close to the price for the share on NASDAQ OMX Stockholm.
Should the authorization be fully exercised it would result in a dilution of approx. 8.5 percent based on the total number of shares after full exercise of the authorization.
Resolution on guidelines for compensation to the Executives of the Company
The Annual General Meeting resolved in accordance with the Board’s proposal on the guidelines for compensation and other employment conditions to the CEO and other executives of the Company.
For more information:
Jörgen Durban
Chairman of the Board
Anoto Group AB (publ.)
Phone: +46 703 26 66 81
The information in this press release is announced in accordance with the Securities Markets Act. The information was submitted for publication at 08.30 on May 13, 2011.
About Anoto Group:
Anoto Group is the company behind and world leading in the unique technology for digital pen and paper, which enables fast and reliable transmission of handwritten text into a digital format. Anoto operates through a global partner network that focuses on user-friendly solutions for efficient capture, transmission and storage of data within different business segments, e.g. healthcare, bank and finance, transport and logistics and education. The Anoto Group has around 80 employees, offices in Lund (head office), Boston and Tokyo. The Anoto share is traded on the Small Cap list of OMX Nordic Exchange in Stockholm under the ticker ANOT. For more information: www.anoto.com.
