Stockholm, 3 July 2019 – At the Extra General Meeting (the “EGM”) in Anoto Group AB (publ) on 3 July 2019, the following main resolutions were adopted.
Determination of number of board members
The EGM resolved that the Board of Direction shall consist of six board members elected by the general meeting.
Remuneration for the board members
The EGM resolved that the remuneration for each newly elected board member, who is not an employee of the Group, shall amount to SEK 335,000, i.e. the same remuneration as determined at the AGM 2019.
Election of board members
The EGM resolved the election of Anders Sjögren, Steve Kim and Henrik Hammarskiöld as new members of the Board of Directors until the end of the next AGM.
Resolution to grant options to newly elected board members
To create opportunities to keep competent persons as board members in the Company, The EGM resolved that the Company shall grant 500,000 options to each of the newly elected board members not being employees of the Group in accordance with the Company’s incentive scheme for board members.
The incentive program means that the participants will be granted stock options free of charge. The maximum number of stock options granted to the participants shall be 1,000,000, representing approximately 0.8 per cent of the share capital and votes after dilution, based on the current number of shares in the Company.
The stock options can be exercised to purchase ordinary shares in the Company no later than on 31 August 2022, after which any outstanding options lapse. Each option entitles the participant to purchase one ordinary share in the Company at a price of SEK 4.08.
Resolution to authorize the Board of Directors to resolve on direct issue of Series C shares
To ensure delivery of shares to participants under the Company’s outstanding incentive programs and to cover any social security costs related to such incentive schemes, the EGM resolved that the Board of Directors shall be authorized, on one or more occasions until the next Annual General Meeting, to resolve on a new issue of no more than 1,000,000 Series C shares, each with a quota value of SEK 0.60, corresponding to approximately 0.8 per cent of the share capital 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.
Prior to the transfer of shares to participants exercising stock options, the Board of Directors will resolve to reclassify Series C shares into ordinary shares. The Company has not yet issued any Series C shares.
Resolution to authorize the Board of Directors to resolve on repurchase of Series C shares
To be able to resolve on repurchase of Series C shares in order to ensure delivery of shares to participants in the Company’s outstanding incentive programs and secure payment of social security contributions attributable to such incentive programs, the EGM resolved to authorize the Board of Directors, on one or more occasions until the next Annual General Meeting, to resolve on repurchases of Series C shares. Repurchases may only be made through an acquisition offer addressed to all holders of Series C shares and shall comprise all outstanding Series C shares. Acquisitions shall be made at a price corresponding to the quota value of the shares. Payment for acquired shares shall be made in cash.
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