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2016-05-11

Invitation to the Annual General Meeting of Anoto Group AB (publ)

o the Annual General Meeting of Anoto Group AB (publ)

Lund 11th May - The shareholders of Anoto Group AB (publ), are hereby invited
to attend the Annual General Meeting to be held on Thursday, 9 June 2016 at
13:00 at the Company’s premises 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, 2 June 2016,
-- notify the Company of their intention to participate no later than on
Friday, 3 June 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
AGM@anoto.com. The notification should state name, social security
number/corporate identification 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 on 3 June 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 2 June 2016.

Proposed agenda

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. Presentation of the Annual Report and the Auditor’s Report and the
consolidate Annual Report and consolidated Auditor’s Report

8. Statement by the Chief Executive Officer and answering of questions
from the
shareholders

9. Resolution on:

(a) Adoption of the Income Statement and the Balance Sheet,
and the consolidated Income Statement and consolidated Balance Sheet

(b) Appropriation of the Company’s profit or loss pursuant to
the adopted Balance Sheet

(c) Discharge from liability of the Board members and the
Chief Executive Officer

10. Determination of the number of Board members

11. Remuneration for the Board members and the Auditor

12. Election of Board members and Chairman of the Board

13. Resolution on Nomination Committee

14. Resolution concerning guidelines for the remuneration of senior executives

15. Resolution to authorise the Board of Directors to issue new shares and/or
convertible bonds

16. Resolution to implement an incentive scheme for senior executives of the
Group

17. Resolution to issue stock options to the Chairman of the Board

18. Resolution to authorise the Board of Directors to issue warrants

19. Closing of the Meeting

Proposals of the Nomination Committee

In view of the ongoing rights issue, the intention is that the Nomination
Committee for the Annual General Meeting 2016 is appointed after the completion
of the rights issue to better reflect the current ownership of the Company.
Draft resolutions under items 2, 10-13 on the proposed Agenda will be presented
at the latest in connection with the Annual General Meeting, provided that a
Nomination Committee has been established.

Proposals of the Board of Directors

Proposal for the appropriation of the Company’s profit or loss (item 9 (b))

The Board proposes that no dividend be distributed for the financial year 2015.

Resolution concerning guidelines for the remuneration of senior executives
(item 14)

The Board proposes the Annual General Meeting to resolve on the guidelines
below for the determination of remuneration and other employment conditions for
the CEO and other Executives.

The compensation level and structure shall be at market level. The total
compensation shall be a balanced mix of fixed salaries, variable compensation,
retirement and health plans, any other benefits and terms for dismissal and
severance payments. The compensation may also comprise stock related long term
incentive programs. The variable compensation varies for each Executive and
shall primarily be related to Anoto Group’s budget and may not exceed fifty per
cent of the fixed salary; the variable compensation for the CEO, however, may
not exceed seventy five per cent of the fixed salary. The retirement plan shall
be competitive. The CEO shall have a premium based retirement plan based on
thirty-five per cent of the fixed salary. The other Executives shall have
premium based retirement plans corresponding to the (Swedish) ITP-plan. Other
benefits, like health plans and company cars, shall be competitive. As a main
rule all of the Executives shall have a mutual notice period of six months.
Under certain conditions some Executives may have an additional three month
notice period in case Anoto Group gives notice. The CEO shall have a mutual
notice period of up to six months and a severance payment corresponding to, at
the most, twelve months salary in case Anoto Group terminates the employment
without just cause. Stock related incentive plans are to be determined by the
General Meeting. Issues and transfers of securities determined by the General
Meeting according to the rules of Chapter 16 in the Swedish Companies Act are
not comprised by these guidelines in case the General Meeting has or will make
such decisions.

The Board shall be entitled to deviate from these guidelines in a certain case
should there be specific reasons.

Resolution to authorise the Board of Directors to issue new shares and/or
convertible bonds (item 15)

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 213,000,000 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 and the additional shares to be
issued in the ongoing rights issue assuming that the share issue is fully
subscribed.

The purpose of the authorisation and the reason for any disapplication of the
shareholders' preferential rights is make it possible for the Company to pay
with own financial instruments in connection with possible acquisitions that
the Company may carry out and to increase the flexibility of the Company to
finance the ongoing business. 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.

Resolution to implement an incentive scheme for senior executives (item 16)

The shareholder Solid Technologies Limited proposes that the General Meeting
resolves to adopt an incentive scheme for senior executives employed in the
Group.

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 director since such
employment 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, based on the current number of shares in the Company and the
additional shares to be issued in the ongoing rights issue assuming that the
share issue is fully subscribed. 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.

The Board shall be responsible for preparing the detailed terms and conditions
of the incentive scheme, in accordance with the above mentioned terms and
guidelines. To this end, the Board shall be entitled to make adjustments in
incentive scheme to meet foreign regulations or market conditions. The Board
may also make other adjustments if significant changes in the group, or its
markets, result in a situation where the decided terms and conditions for
exercising the options become inappropriate.

Furthermore, in case of special circumstances, the Board shall be authorised to
resolve that options will be kept and exercised despite the fact that
employment in the Group have ceased, for example due to illness.

The rationale for the proposal is to create opportunities to keep and to
recruit competent personnel and to increase the motivation amongst the
employees. The Board considers that the adoption of the incentive scheme as
described above is in the favour of the Group and the shareholders in the
Company.

The incentive scheme allows employees of the Group to be granted stock options
entitling them to acquire shares in the Company. Such transfers fall within the
scope of Chapter 16 of the Swedish Companies Act, which means that a resolution
to approve the incentive scheme is valid only where supported by shareholders
holding not less than nine-tenth of both the shares voted and of the shares
represented at the General Meeting

Resolution to issue stock options to the Chairman of the Board (item 17)

The shareholder Solid Technologies Limited proposes that the General Meeting
resolves 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 af...

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