Bulletin from the Annual General Meeting in Anoto Group AB (publ) on 30 June 2023
30 Junio 2023 - 6:30AM
Bulletin from the Annual General Meeting in Anoto Group AB (publ)
on 30 June 2023
The Annual General Meeting (the (“AGM”) in Anoto Group AB (publ)
(the ”Company”) has been held on 30 June 2023 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
2022. Furthermore, it was resolved that no dividend will be
distributed and that the unrestricted equity in the parent company
shall be carried forward.
The Board
The AGM resolved to discharge the Board members and the Chief
Executive Officers from liability for 2022.
As members of the Board of Directors until the end of the next
AGM, the AGM re-elected Jörgen Durban, Anders Sjögren and Dennis
Song. Further, Joonhee Won was new-elected as Board member.
The AGM re-elected Jörgen Durban as the Chairman of the Board of
Directors.
Election of auditor
The AGM re-elected the registered auditing company BDO
Mälardalen AB as auditor until the next AGM.
Authorisation for the Board of Directors to resolve on
directed issue of Series C shares
The AGM authorised the Board of Directors to resolve on a new
issue of no more than 14,000,000 Series C shares, each with a quota
value of SEK 0.60, corresponding to approximately 6.1 per cent 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 when the
authorisation is utilized is 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.
Authorisation for the Board of Directors to resolve on
repurchase of Series C shares
The AGM resolved to authorise the Board of Directors to resolve
on repurchases of 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.
The purpose of the above authorisations is 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.
Authorisation for the Board of Directors to issue new
shares, warrants and/or convertible bonds
The AGM resolved to authorise the Board of Directors to resolve,
with or without deviation from the shareholders’ preferential
rights, against cash payment, for payment in kind or by way of
set-off, to issue ordinary shares, warrants and/or convertible
bonds that involve the issue of or conversion into a maximum of
46,122,393 ordinary shares, corresponding to a dilution of
approximately 20 per cent of the share capital and votes, based on
the current number of shares in the Company.
The purpose of this authorisation and the reason for any
disapplication of the shareholders' preferential rights is to
increase the flexibility of the Company to finance the ongoing
business and at the same time extend and strengthen the Company’s
shareholder base of strategic or long term investors. The basis for
the issue price shall be according to the prevailing market
conditions at the time when shares, warrants and/or convertible
bonds are issued.
Anoto Group Ab (LSE:0RUQ)
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