Invitation to Extraordinary General Meeting in Anoto Group AB (publ) - Seite 2

 11. Resolution to authorise the Board of Directors to issue new shares, warrants and/or convertible bonds
 12. Closing of the Meeting  

Proposals

Soltworks Co. Ltd. (the “Major Shareholder”) representing approximately 19 per cent of the total number of shares in the Company, has informed the Company regarding its intention to present at the EGM the proposals set out in items 7–9.  

Determination of number of Board members (item 7)

The Major Shareholder proposes that the Board of Directors shall consist of four Board members elected by a general meeting.

Remuneration for Board member (item 8)

The Major Shareholder proposes that the total remuneration for each newly elected Board member, who is not an employee of the Group, shall amount to SEK 300,000, i.e. the same remuneration as determined at the AGM 2020.

Election of Board member (item 9)

As a new member of the Board of Directors until the end of the next AGM, the Major Shareholder proposes election of Jörgen Durban. Information on the proposed member will be available on Anoto’s website www.anoto.com.

Resolution on approval of the Board of Directors’ resolution on directed rights issue (item 10)

The Board of Directors proposes that the EGM resolves to approve the Board of Directors’ resolution on January 20, 2021 to increase the Company’s share capital by up to SEK 12,600,000.059198 through the issue of up to 21,000,000 new ordinary shares, each with a quota value of approximately SEK 0.600000003. The following terms and conditions shall apply to the issue of shares.

With deviation from the shareholders’ preferential rights, the new shares may only be subscribed for by Rothesay Limited. Subscription for the new shares shall be made on a separate subscription list no later than on January 20, 2021. The shares have been subscribed for. The reason for the deviation from the shareholders’ preferential rights is to finance the ongoing business in a time and cost-efficient way and at the same time strengthen the Company’s institutional and long-term shareholder base and thereby promote the Company’s opportunities to develop the Company to create additional value for all shareholders.