The Annual General Meeting (the (“AGM”) in Anoto Group AB (publ) (the ”Company”) has been held on 27 June 2025 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 2024. Furthermore, it was resolved that no dividend will be distributed and that the unrestricted equity in the parent company shall be carried forward.
Election of Board members and auditor
The AGM resolved to discharge the Board members and the Chief Executive Officer from liability for 2024.
As members of the Board of Directors until the end of the next AGM, the AGM re-elected Kevin Adeson, Alexander Fällström, Gary Stolkin and Adrian Weller and elected Matthew Doerner. The AGM re-elected Kevin Adeson as the Chairman of the Board of Directors.
BDO Mälardalen AB was re-elected as auditor.
Adoption of guidelines for remuneration to senior executives and approval of the remuneration report
The AGM resolved to adopt the Board of Directors’ proposal regarding guidelines for remuneration to senior executives and to approve the Board of Directors’ remuneration report.
Resolution on a long-term incentive program (LTIP 2025) for the management team and other key employees
In order to improve the Company’s ability to retain and recruit qualified personnel to the Anoto Group and to increase motivation among members of the management team, the Board of Directors proposed that the AGM resolve to implement a long-term incentive program (“LTIP 2025”) consisting of stock options (“Stock Options”) for members of the management team and other key employees.
LTIP 2025 shall comprise a maximum of 275,000,000 new Stock Options, each entitling the holder to acquire one ordinary share in the Company, corresponding to approximately 20.0 percent of the share capital and votes in the Company after dilution. The Board of Directors shall have the right to impose performance conditions for certain participants in LTIP 2025. The performance conditions will be based on the average growth of the Group’s net sales over specified periods.
Each Stock Option entitles the employee or consultant to acquire one ordinary share in the Company during the period commencing on the third anniversary of the grant date and ending on the sixth anniversary of the grant date, at an exercise price corresponding to 150 percent of the average volume-weighted share price for the Company’s share on Nasdaq Stockholm during a period of 10 days prior to the AGM. However, for Stock Options granted no later than the end of July 2025, the exercise price shall not exceed SEK 0.18 and shall not be less than SEK 0.12.
Resolution to authorise the Board of Directors to resolve on directed issue of Series C shares
The AGM resolved to authorise the Board of Directors, on one or more occasions until the next Annual General Meeting, to resolve on a new issue of no more than 275,000,000 Series C shares, corresponding to approximately 20.0 percent 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 is to ensure delivery of shares to participants under the Company’s outstanding incentive programs and secure liquidity for payment of social security charges as a result of the incentive programs.
Resolution to authorise the Board of Directors to resolve on repurchase of Series C shares and transfer of ordinary shares to participants in incentive programs and to secure payment of social security charges
The AGM resolved to authorise the Board of Directors, on one or more occasions until the next AGM, to resolve on the repurchase of Series C shares. The repurchase shall comprise all outstanding Series C shares and shall be made at a price corresponding to the quota value of the shares. The purpose of the repurchase is to ensure delivery of shares to participants in the Company’s outstanding incentive programs and to secure liquidity for payment of social security charges related to such incentive programs.
The AGM further resolved to (i) approve the delivery of ordinary shares to participants in LTIP 2025, and (ii) authorise the Board of Directors, on one or more occasions until the next AGM, to resolve on the transfer of own ordinary shares on Nasdaq Stockholm at a price within the prevailing price range, meaning the range between the highest purchase price and the lowest selling price. Transfers may be made with a maximum number of ordinary shares required for the Company to secure liquidity for payment of social security charges related to outstanding incentive programs in the Company, but not more than 27,500,000 ordinary shares. Transfers of shares may also take place outside Nasdaq Stockholm to a bank or securities company, with deviation from the shareholders’ preferential rights.
Resolution to authorise the Board of Directors to issue new shares, warrants and/or convertible bonds
The AGM resolved to authorise the Board of Directors, on one or several occasions during the period until the next AGM, with or without deviation from the shareholders’ preferential rights, against cash payment, payment in kind or by way of set-off, to resolve on the issue of ordinary shares, warrants and/or convertible bonds that involve the issue of or conversion into a maximum of 275,000,000 ordinary shares, corresponding to a dilution of approximately 20.0 percent of the share capital and votes, based on the current number of shares in the Company.
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