LUND, February 8th, 2016 - The shareholders of Anoto Group AB (publ), are hereby invited to attend the Extraordinary General Meeting to be held on Wednesday, 2 March 2016 at 13:00 CET, at the Company’s head office at Mobilvägen 10 in Lund, Sweden.
Notification of participation
Shareholders wishing to attend the General Meeting must
-- be entered as shareholders in the share register maintained by Euroclear Sweden AB no later than on Thursday, 25 February 2016,
-- notify the Company of their intention to participate no later than on Friday, 26 February 2016, preferably before noon.
Attendance is to be notified by mail to Anoto Group AB (publ) at Mobilvägen 10, SE-223 62 Lund, Sweden, by telephone +46 46 540 12 00, or by e-mail to EGM@anoto.com. The notification should state name, social security number/corporate identification number, telephone number and registered number of shares. To facilitate admittance to the General Meeting, proxies, registration certificates and other authorisation documents should be submitted to the Company at the above address no later than on26 February 2016. The Company provides proxy forms at the Company’s office in Lund as well as on the Company’s web page www.anoto.com.
Shareholders who hold their shares through nominees (Sw. förvaltare) must request a temporary registration of the shares in their own name, with Euroclear Sweden AB. Shareholders who wishes to obtain such registration must contact the nominee regarding this well in advance of 25 February 2016.
1. Opening of the Meeting
2. Election of Chairman at the Meeting
3. Preparation and approval of voting list
4. Approval of the agenda
5. Election of one or two persons to verify the minutes
6. Determination of whether the Meeting has been duly convened
7. Resolution to authorise the Board of Directors to issue new shares with payment in kind
8. Resolution to authorise the Board of Directors to issue new shares and/or convertible bonds
9. Closing of the Meeting
Resolution to authorise the Board of Directors to issue new shares with payment in kind (item 7)
The Board of Directors proposes that the General Meeting authorises the Board of Directors to resolve, on one or several occasions during the period until the next Annual General Meeting, for payment in kind, to issue new shares in connection with any or all of the acquisitions of Pen Generation Inc., We-inspire Inc. and Destiny Wireless Ltd.
The purpose of the authorisation is for the Company to be able to complete the above acquisitions announced by the Company on 8 February 2016.
Resolution to authorise the Board of Directors to issue new shares and/or convertible bonds (item 8)
The Board of Directors proposes that the General Meeting authorizes 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 105,000,000 shares, corresponding to a dilution of approximately 10.0 percent of the share capital and votes, based on the current number of shares in the Company.
The purpose of the authorisation and the reason for any disapplication of the shareholders' preferential rights is for the Company to be able to issue financial instruments as consideration in connection with possible acquisitions that the Company may carry out, and also to increase the financial flexibility of the Company to finance general corporate business activities. The basis for the issue price shall be according to the prevailing market conditions at the time when shares and/or convertible bonds are issued.
A valid resolution by the General Meeting 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 General Meeting.
The Board of Directors’ complete proposals for resolutions in accordance with the above, including reports and statements related thereto in accordance with the Swedish Companies Act (SFS 2005:551), will be available at the Company’s office in Lund and on the Company’s web site, www.anoto.com, no later than three weeks prior to the General Meeting and will also be sent to those shareholders who so request and provide their postal address.
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.
Number of shares and votes in the Company
As of 9 February 2016, the total number of shares and votes in the Company was 1 053 193 826. The Company is not holding any own shares.
Lund, February 2016
Anoto Group AB (publ)
The Board of Directors
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