Notice to attend Extraordinary General Meeting in Anoto Group AB
(publ)
The shareholders of Anoto Group AB (publ) (the
“Company”) are hereby invited to attend the Extraordinary General
Meeting (the “EGM”) to be held on Tuesday 26 November 2024 at
10 a.m. at the premises of Setterwalls Advokatbyrå, Sturegatan
10 in Stockholm, Sweden.
Notification of
participation
Shareholders wishing to attend the EGM must
- be entered as
shareholders in the share register maintained by Euroclear Sweden
AB no later than on Monday 18 November 2024,
- notify the
Company of their intention to participate no later than on
Wednesday 20 November 2024.
Attendance is to be notified by phone by e-mail
to eric.torstensson@setterwalls.se. The notification should state
name, social security number/corporate identification number and
registered number of shares. To facilitate admittance to the EGM,
proxies, registration certificates and other authorisation
documents should be submitted by email to
eric.torstensson@setterwalls.se no later than Wednesday 20 November
2024. The Company provides proxy forms on the Company’s web page
www.anoto.com.
To be entitled to participate at the EGM,
shareholders who has had their shares registered through nominees
(Sw. förvaltare) must, in addition to notifying the
Company of their intention to participate at the EGM, have their
shares registered in their own name so that the shareholder is
entered into the share register per Monday 18 November 2024. Such
registration may be temporary (so-called voting rights
registration) (Sw. rösträttsregistrering) and is requested
with the nominee in accordance with the nominee’s routines at such
time in advance as the nominee determines. Voting rights
registrations made no later than Wednesday 20 November 2024 are
considered when preparing the share register.
Proposed agenda
- Opening of the meeting
- Election of Chairman
- Preparation and approval of voting
list
- Approval of the agenda
- Election of one or two persons to
verify the minutes
- Determination of whether the
Meeting has been duly convened
- Resolution regarding adoption of
new articles of association
- Resolution regarding reduction of
the share capital without redemption of shares
- Approval of the Board of Directors’
resolution on a new share issue of ordinary shares with deviation
from the shareholders preferential rights
- Approval of the Board of Directors’
resolution on a rights issue of ordinary shares
- Approval of the Board of Directors’
resolution on a new share issue of ordinary shares against payment
through set-off of claim
- Resolution on an authorization for
the Board of Directors to increase the share capital to enable
over-allotment in the rights issue
- Resolution on an authorization for
the Board of Directors to increase the share capital to enable
payment of consideration to guarantors in the form of new ordinary
shares in the Company
- Resolution regarding bonus
issue
- Resolution regarding reduction of
the share capital without redemption of shares
- Determination of number of Board
members
- Determination of fees for Board
members
- Election of Board member
- Closing of the Meeting
Proposals (items 7 – 18)
Resolution regarding adoption of new
articles of association (item 7)
As a consequence of the proposed reduction of
share capital under item 8 below, the Board of Directors proposes
that the EGM resolves upon adopting new articles of association
pursuant to which the share capital limits set out in § 4 in the
articles of association are changed to not less than SEK 29,000,000
and not more than SEK 116,000,000. Furthermore, the Board of
Directors proposes an amendment to the limits on number of shares
set out in § 5 in the articles of association to be not less than
322,222,222 and not more than 1,288,888,888 shares.
The resolution is conditioned by the EGM
resolving to reduce the share capital as set out in item 8
below.
Resolution regarding reduction of the
share capital without redemption of shares (item 8)
The Board of Directors proposes that the EGM
resolves upon reducing the Company’s share capital with SEK
109,513,491.78. The reduction of the share capital will be made
without redemption of ordinary shares by changing the share quota
value from approximately SEK 0.42 to SEK 0.09 per share. The
reduction amount shall be allocated to a non-restricted reserve to
be used in accordance with the shareholders’ resolution.
The reduction is carried out in order to reduce
the quota value of the ordinary shares to enable the adjustment of
the subscription price in the new share issues suggested for
approval in items 9 – 11 below and the potential new share issues
in items 12 and 13 below. After the reduction, the share capital
will amount to SEK 29,867,315.94 divided into 331,859,066 ordinary
shares (prior to the share issues), each share with a quota value
of SEK 0.09. The resolution to reduce the share capital is
conditioned on that the share issues under items 9 – 11, any new
issues pursuant to the authorizations under items 12 and 13 and the
bonus issue under item 14, entailing an increase of the share
capital with at least as much as the reduction amount, are
registered at the Swedish Companies Registration Office and that
the reduction of the share capital, the share issues and the bonus
issue together do not result in a decrease in the Company’s share
capital. The resolution to reduce the share capital is conditioned
by a change of the articles of association as set out in item 7 in
the notice.
Approval of the Board of Directors
resolution on a new share issue of ordinary shares with deviation
from the shareholders preferential rights (item 9)
The Board of Directors has on 25 October 2024,
subject to the subsequent approval of the general meeting, resolved
to increase the Company’s share capital by up to SEK 11,253,937.50
through the issue of up to 125,043,750 new ordinary shares, each
with a quota value of SEK 0.09.
The following terms and conditions shall apply
to the issue of shares. The subscription price per ordinary share
amounts to SEK 0.12. The share premium shall be transferred to the
unrestricted premium reserve. With deviation from the shareholders’
preferential rights, the new shares may only be subscribed for by
institutional and other qualified investors. Subscription for new
shares shall be made on a separate subscription list no later than
25 October 2024. Payment for the subscribed shares shall be made
through payment in cash or through set-off of claim no later than
on 27 November 2024. The Board of Directors shall be entitled to
extend the subscription period and the time of payment. The new
shares do not entitle to participation with preferential rights in
the new share issue in item 10 below. The new shares convey right
to dividends for the first time on the first record date set for
dividends after the registration of the new shares with the Swedish
Companies Registration Office.
The reason for the deviation from the
shareholders‘ preferential rights is that the Company is in great
need of capital and the Board of Directors considers that the
expected proceeds from the directed issue in a timely and
cost-effective manner will enable the Company to (i) ensure
continued operations until a rights issue has been completed, and
(ii) diversify and strengthen the Company's shareholder base with
institutional or other qualified investors, which justifies the
directed issue's deviation from the shareholders' preferential
rights. The directed issue will broaden the shareholder base and
provide the Company with new reputable owners, which the Board of
Directors believes will strengthen the liquidity of the share and
be favorable for the Company. In light of the above, the Board of
Directors has made the assessment that the share issue with
deviation from the shareholders' preferential rights is favorable
for the Company and in the best interest of the Company's
shareholders.
The subscription price has been determined
through arm's length negotiations with the subscribers in the share
issue. The Board of Directors has also taken into account that the
proposed rights issue according to item 10 below is carried out
with a subscription price of SEK 0.12 per ordinary share and has
therefore deemed it reasonable that the new share issue with
deviation from the shareholders preferential rights pursuant to
this paragraph 9 is carried out on equivalent terms.
The resolution is conditioned by the EGM
resolving on the proposals set out in items 7 and 8 and 10 – 14 in
the notice.
Approval of the Board of Directors
resolution of a rights issue of ordinary shares (item
10)
The Board of Directors has on 25 October 2024,
subject to the subsequent approval of the general meeting, resolved
to issue new ordinary shares on the following terms and
conditions.
The Company’s share capital may be increased by
up to SEK 37,334,144.70 through the issue of up to 414,823,830 new
ordinary shares, each with a quota value of SEK 0.09. The
subscription price per ordinary share amounts to SEK 0.12. The
share premium shall be transferred to the unrestricted premium
reserve.
The shareholders of the Company shall have
preferential rights to subscribe for the new shares in relation the
number of shares previously held. In case not all shares have been
subscribed for, the Board of Directors shall decide that allotment
of shares subscribed for without subscription rights shall take
place up to the maximum amount of the issue, whereby the Board of
Directors primarily will allot shares to those who also subscribed
for shares based on subscription rights, and in the event of over
subscription, pro rata to their subscription based on subscription
rights. Secondly, the Board of Directors will allot shares to those
who subscribed for shares without subscription rights, and if full
allotment cannot be made, pro rata to their subscription. To the
extent not possible, allotment shall be made through drawing of
lots, and finally, subject to such allocation being required in
order for the issue to be fully subscribed, to the guarantors of
the issue with allotment in relation to their respective
subscription (based on the guarantee undertakings).
The record date for determining which
shareholders shall be entitled to subscribe for new ordinary shares
on a preferential basis shall be 28 November 2024.
Subscription for new shares based on
subscription rights shall be made through payment in cash or
through set-off of claim during the period from 2 December 2024
until and including 16 December 2024. The Board of Directors shall
be entitled to extend the subscription period.
Subscription without subscription rights shall
be made through notice on special application form during the
period from 2 December 2024 until and including 16 December 2024.
The Board of Directors shall be entitled to extend the subscription
period. Payment for the new shares shall be made at the latest
three business days through payment in cash or through set-off of
claim following the date of the dispatch of a contract note to the
subscriber, specifying allocation of shares, or such later date as
the Board of Directors may decide.
The new ordinary shares shall entitle to
dividends as from the first record date for dividends following
registration of the new share issue with the Swedish Companies
Registration Office. Trading with subscription rights will take
place during the period from 2 December 2024 until and including 13
December 2024. Trading in BTA (Paid Subscribed Shares) is expected
to take place from 2 December 2024 and is expected to finish during
week 52 2024.
The resolution is conditioned by the EGM
resolving on the proposals set out in items 7 – 9 and
11 – 14.
Approval of the Board of Directors’ resolution on new
share issue of ordinary shares against payment through set-off of
claim (item 11)
The Board of Directors has on 25 October 2024,
subject to the subsequent approval of the general meeting, resolved
to increase the Company’s share capital by up to SEK 20,757,249.99
through the issue of up to 230,636,111 ordinary shares, each with a
quota value of SEK 0.09, against payment through set-off of
claim.
The following terms and conditions shall apply
to the issue of shares. The subscription price per ordinary share
amounts to the share’s quota value, i.e., SEK 0.09. With deviation
from the shareholders’ preferential rights, the new shares may only
be subscribed for by Mark Stolkin, DDM Debt AB, Gary Butcher, BLS
Futures Limited, Rocco Homes Ltd., Machroes Holdings Ltd and Adrian
Weller. Subscription for new shares shall be made on a separate
subscription list no later than 25 October 2024. Payment shall be
made by set-off of the claim on 28 November 2024. The Board of
Directors shall be entitled to extend the subscription period and
the time of payment. The new shares do not entitle to participation
with preferential rights under the new share issue according to
item 10 above. The new shares convey right to dividends for the
first time on the first record date set for dividends after the
registration of the new shares with the Swedish Companies
Registration Office.
The subscription price has been determined in
accordance with the investment agreement entered into between the
Company and above-mentioned lenders.
The resolution is conditioned by the EGM
resolving on the proposals set out in items 7 – 10 and
12 – 14.
Resolution on authorization for the Board of Directors
to increase the share capital to enable over-allotment in the
rights issue (item 12)
The Board of Directors proposes that the EGM
resolves on an authorization for the Board of Directors to – during
the period until the next annual general meeting and at one or more
occasions – resolve upon issuance of new shares with deviation from
the shareholders' preferential rights. The purpose of the
authorization is to, if necessary, be able to increase the rights
issue according to item 10 above through a so-called over-allotment
option. Payment may be made in cash, through set-off of claims or
otherwise be conditional. The number of shares issued under the
authorization may correspond to maximum 20 percent of the maximum
number of shares issued in the rights issue under item 10 above.
Upon exercise of the authorization, the subscription price per
share shall correspond to the subscription price in the rights
issue according to item 10 above.
The resolution is conditioned by the EGM
resolving on the proposals set out in items 7 – 11 and 13 and
14.
Resolution on an authorization for the Board of
Directors to increase the share capital to enable payment of
consideration to guarantors in the form of new shares in the
Company (item 13)
The Board of Directors proposes that the EGM
resolves on an authorization for the Board of Directors to – during
the period until the next annual general meeting and at one or more
occasions – resolve upon issuance of new shares with deviation from
the shareholders’ preferential rights. The purpose of the
authorization is to enable payment with shares in the Company as
guarantee consideration to guarantors in the rights issue according
to item 10 above. Payment may be made through set-off of
claims.
The resolution is conditioned by the EGM
resolving on the proposals set out in items 7 – 12 and 14.
Resolution regarding bonus issue (item
14)
The Board of Directors proposes that the EGM
resolve to carry out a bonus issue thereby increasing the share
capital with SEK 109,513,491.78 by making use of the Company’s
non-restricted equity. The bonus issue is carried out without
issuing new shares.
The resolution is conditioned by the EGM
resolving on the proposals set out in items 7 and 8 above.
Resolution regarding reduction of the
share capital without redemption of ordinary shares (item
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The Board of Directors proposes that the EGM
resolves upon reducing the Company’s share capital by an amount in
SEK corresponding to the increase in the share capital pursuant to
the resolutions on the share issues under items 9 – 11 and any
issues pursuant to the authorizations under items 12 and 13 above
minus the minimum amount required for the share's quotient value
after the reduction to correspond to a whole number of öre. The
reduction of the share capital will be made without redemption of
shares by changing the share quota value. The reduction amount
shall be allocated to a non-restricted reserve to be used in
accordance with the shareholders’ resolution.
The reduction of share capital by changing the
quota value is carried out under the condition that the resolution
to reduce the share capital in item 8, the resolutions on the share
issues in items 9 – 11, and any issues pursuant to the
authorizations under items 12 and 13 and the resolution on a bonus
issue in item 14 together do not result in an decrease in the
Company’s share capital.
The resolution to reduce the share capital is
conditioned by the EGM resolving on the proposals set out in items
7 – 14 above.
Determination of number of Board members
(item 16)
It is proposed that the Board of Directors until
the end of the next Annual General Meeting shall consist of four
ordinary board members without deputies, meaning that the EGM shall
appoint an additional member.
Determination of fees for Board members
(item 17)
At the Annual General Meeting on 15 July 2024,
it was resolved that remuneration to the Board of Directors would
be paid with a total of SEK 1,500,000, of which SEK 900,000 to the
Chairman of the Board of Directors and SEK 300,000 to each of the
other Board members who are not employees of the group.
It is proposed that the resolution on
remuneration to the Board of Directors as set out above shall
continue to apply to the Chairman and the other members of the
Board of Directors and that the new Board member shall be entitled
to a remuneration of USD 75,000 per annum (i.e. the remuneration
shall be reduced proportionally taking into account that the new
Board member will not serve for the full term of office). The
remuneration is paid in advance. The proposed board member has
undertaken to acquire shares in the Company for an amount equal to
at least the remuneration less tax.
Election of Board member (item
18)
It is proposed to newly elect Adrian Weller as a
member of the Board of Directors for the period until the end of
the next Annual General Meeting.
In the event that the EGM Meeting resolves in
accordance with the proposal, the Board of Directors of the Company
will consist of the following members: Kevin Adeson (Chairman),
Alexander Fällström, Gary Stolkin and Adrian Weller.
Miscellaneous
The Board of Directors, or a person appointed by
the Board of Directors, will be authorised to make the minor
changes in the resolutions under items 7 – 18 on the agenda and
which may prove necessary in connection with registration of the
resolutions with the Swedish Companies Registration Office and
Euroclear Sweden AB.
Complete proposals and documentation in
accordance with the Swedish Companies Act (2005:551) will be kept
available at the Company’s office as well as at the Company’s
website www.anoto.com no later than 5 November 2024 and will be
sent free of charge to those shareholders who request it 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.
Number of shares and votes in the
Company
As of 25 October 2024, the total number of
ordinary shares and votes in the Company was 331,859,066. The
Company is not holding any own shares.
Stockholm, October 2024
Anoto Group AB (publ)
The Board of Directors
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