LUND, Sweden, April 15, 2003 (PRIMEZONE) -- Anoto Group AB (Other OTC:AOTOF): the Annual General Meeting of Anoto Group AB will be held on Thursday, May 15, 2003 at 4 p.m. at the Company's premises, Ideon Research Park, Scheelevagen 19 C, House Delta 3, Lund, Sweden.
In addition to customary questions presented at our Annual General Meeting, the following propositions will be dealt with:
- Authorization for the Board to decide to implement a new share issue within the framework of partnerships and alliances with industrial partners, and in connection with company acquisitions
- Employee options program to replace previous option programs
- Election of Nomination Committee and instruction to the board to set up a Replacement Committee and an Audit Committee.
Shareholders intending to participate in the Annual General Meeting must be entered as shareholders in the share register maintained by VPC AB (Swedish Securities Register Center) not later than Monday, May 5, 2003, and provide notice of attendance to Anoto not later than Friday, May 9, 2003 at 12.00 noon.
Attendance is notified by post to Anoto at Scheelevagen 19 C, SE - 223 70 Lund, Sweden, by fax + 46 46 540 11 90, e-mail to charlotte.laveson@anoto.com, or by telephone + 46 46 540 10 00.
For information: Charlotte Laveson Director PR Anoto Group AB +46 46 540 12 00
Anoto Group AB is a Swedish high tech company with unique solutions for transmission of handwritten text from paper to digital media, scanning of printed text and intelligent camera surveillance. All products are based on digital camera technology and image processing in real time. The Anoto Group today has three brand names: Anoto(R) -- a comprehensive solution entailing paper, pen and server technologies, allowing us to connect all types of writing paper with the digital world, C-Pen(R) -- a scanning pen that can store, interpret and transfer printed text, and WeSpot(TM) -- a hardware and software platform for intelligent camera surveillance. The Anoto Group has around 200 employees, offices in Lund (head office), Stockholm, Boston, Tokyo and Hong Kong. Major shareholders are Ericsson, Capital Group and the founder Christer Fahraeus. The Anoto share is traded on the O-list, Attract 40 of Stockholmsborsen (Stockholm Stock Exchange) under the ticker ANOT. For more information: www.anotogroup.com
ANOTO GROUP
The shareholders of Anoto Group AB (publ), hereinafter "Anoto Group" or the Company, are invited to attend the Annual General Meeting which will be held at the Company's premises, Ideon Research Park, Scheelevagen 19 C, House Delta 3, Lund, Sweden, at 4.00 p.m. on Thursday May 15, 2003. After the Annual General Meeting information and demonstration of the Company's corporate products and technology will be provided by the respective presidents.
Notice of participation in the Annual General Meeting Shareholders intending to participate in the Annual General Meeting must be entered as shareholders in the share register maintained by VPC AB (Swedish Securities Register Centre) not later than Monday, May 5, 2003, and provide notice of attendance to the Company not later than Friday, May 9, 2003 at 12.00 noon. Attendance is notified by post to the Company at Scheelevagen 19 C, SE - 223 70 Lund, Sweden, by fax + 46 46 540 11 90, e-mail to charlotte.laveson@anoto.com, or by telephone + 46 46 540 10 00. When providing notice of attendance, please state name, social security number/corporate registration number and registered number of shares. Powers of attorney, registration certificates and other authorisation documents must, in order to facilitate admittance to the AGM, be presented to the Company at the above address not later than Tuesday, May 13, 2003.
Shareholders wishing to attend the Annual General Meeting and whose shares are registered in the name of a trustee must be temporarily entered in the share register in their own name (registration of voting right). Request for temporary share registration must be made through the bank or stockbroker managing the shares at least two banking days prior to the record day, May 5, 2003.
Agenda proposed by the Board
1. Opening of the Meeting
2. Election of Chairman at the Meeting
3. Preparation and approval of a voting list
4. Approval of the agenda
5. Election of one or two persons to attest 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 consolidated Income Statement and the consolidated Auditor's
Report
8. Statement by the President and replying questions from
shareholders
9. Resolution in respect of adoption of the Profit and Loss
Statement and the Balance Sheet, and the consolidated Income
Statement and consolidated Balance Sheet
10. Resolution in respect of appropriation of the Company's profit
or loss in accordance with the adopted Balance Sheet
11. Resolution in respect of discharge from liability of the
Board Members and the President
12. Resolution in respect of the number of Board Members and
Auditors and any Deputy Board Members
13. Resolution in respect of remuneration for the Board of
Directors and Auditors
14. Election of Board Members and any Deputy Board Members
15. Election of a Special Auditor
16. The Board's proposal for resolution with regard to authorisation
I
17. The Board's proposal for resolution with regard to
authorization II
18. The Board's proposal to implement an employee stock options
program comprising an issue of debentures with detachable
warrants
19. The Swedish Shareholders' Association's request to get the
following issues considered at the Annual General Meeting:
a. Resolution by the AGM to elect a Nomination Committee
b. Resolution by the AGM to instruct the Board of Directors to
elect a Replacement Committee
c. Resolution by the AGM to instruct the Board of Directors
to elect an Audit Committee
20. Other issues
21. Closing of the Meeting
Proposed resolutions
P. 10 Appropriation of the Company's profit or loss The Board proposes that no dividend be distributed for the financial year of 2002.
P. 12-14 Election of Board Members, auditors and determination of fees The nomination process regarding election of board members is in its final stage and proposals regarding the number of Board Members, remuneration of the Board of Directors and election of the Board Members in accordance with items 12, 13 and 14 are expected to be announced by a press release no later than two weeks prior to the Annual General Meeting. At the Annual General Meeting of 2000 the registered public accounting firm Arthur Andersen was elected as auditor for a term that expires at the close of the Annual General Meeting of 2004, with authorised public accountant Per-Arne Pettersson as main auditor. Due to reorganisation within the accounting firm, the shareholders representing more than 30 percent of the total number of shares in the Company propose that Deloitte & Touche, with authorised public accountant Per-Arne Pettersson as main auditor, be elected for the remainder of the term. It is proposed that remuneration to the auditor, as previously, is payable as per approved invoice.
P. 15 Election of Special Auditor With regard to the election of a Special Auditor, shareholders representing more than 30 percent of the total number of shares in the Company have declared their intention to propose re-election of authorised public accountant Ake Christiansson of PricewaterhouseCoppers as Special Auditor. The Special Auditor is assigned the task of auditing the Board's reports in connection with non-cash issues and merger plans in connection with mergers.
P. 16 Proposal for authorisation I
The Board proposes that the Board be authorised to, on one or several occasions prior to the next Annual General Meeting, resolve to implement a new share issue of a maximum of 11 000 000 shares in return for payment and/or with provisions for non-cash issues or offsetting, thereby enabling conditions that could waive the shareholders' preferential rights. The reason for permitting new share issues waiving the shareholders' preferential rights is to enable company acquisitions against full or part payment in the form of shares, enable new share issues directed at industrial partners within a framework of collaboration and alliances, and forming a part of the Company's supply of capital. Fully exercised the authorisation would result in a dilution of approx. 9.6 percent based on the total number of shares after full utilisation of the authorisation.
P. 17 Proposal for authorisation II
The Board proposes an extension of the Board's authorisation, on one or several occasions prior to the next Annual General Meeting, and waiving shareholders' preferential rights, to resolve to implement a new share issue of a total maximum amount of 5,170,714 shares. At the Extraordinary General Meeting on January 16, 2002 it was resolved to issue 5,170,714 debentures with detachable warrants. The issued shares were subscribed for by a wholly owned subsidiary of Anoto Group and was implemented to guarantee Anoto Group's commitment to acquire such shares in the subsidiary Anoto AB that may be issued through the utilisation of outstanding warrants. Acquisition of shares, subsequent to translation in connection with the new share issue in 2002, shall be made on the basis of 7.9383 shares in Anoto AB corresponding to one new share in Anoto Group. Outstanding warrant programs in Anoto AB expire at the latest on March 31, 2004. The subscription price for these warrants range between SEK 25.40 and 65.09. The purpose of the proposed authorisation is to offer the Board the opportunity to acquire newly issued shares in Anoto AB in another form than by utilising warrants, for instance through non-cash issues, should the Board at the time of the acquisition judge this to be more favourable. The authorisation may be used only for this purpose.
P. 18 Proposal to implement an employee stock options program There are three outstanding option programs in Anoto Group relating to the Company's employees. The employee stock options program (resolved by the Annual General Meeting 2001) extends to December 15, 2005. The salary relinquishment programs (resolved by the Extraordinary General Meeting on January 16, 2002) extend to January 31, 2004 and January 31, 2005 respectively, and an options program in the subsidiary Anoto AB which, in accordance with a decision approved by the Extraordinary General Meeting on January 16, 2002, was converted to an options program in Anoto Group as described under item 17 above. The options of the latter extend to May 31, 2003 and March 31, 2004. Subscription prices for the options comprised by these three programs are in the interval of SEK 25.40 to 131.80. Full utilisation of all options would result in a total dilution of approx. 7.9 percent.
The Board proposes that the Annual General Meeting resolves to implement an employee stock options program to replace the previous programs that expire during 2003. The main content of the proposal is the following. The options program shall comprise a total maximum amount of 3,500,000 options. Such options shall not constitute securities and may not be transferred to any third party. Each such option entitles the holder to one new share in Anoto Group AB. The offering comprises two issues. Issue A shall extend over two years and may be utilised during the period May 15 - 31, 2005. The subscription price shall be 140 percent of the average market value of the Anoto Group share during the period May 16 - 22, 2003. Issue B shall extend over three years and may be utilised during the period May 15 - 31, 2006. The subscription price shall be 160 percent of the average market value of the Anoto Group share during the period May 16 - 22, 2003. The options will be allocated free of charge to employees within the Anoto Group. The options may be exercised on condition that the particular person is employed within the Anoto Group on the exercise date (however with a certain right to exercise the options subsequent to termination of employment if it has occurred for some reason other than voluntary resignation). The CEO of the Anoto Group shall receive 350.000 options. Senior executives shall receive a maximum of 150.000 options each. Employees with managerial responsibilities, specialist positions and other executive positions shall receive a maximum of 50.000 options each. Other employees shall receive a maximum of 10.000 options each.
In order to fulfil Anoto Group's commitments in accordance with the proposed employee stock options program the Board proposes that the Annual General Meeting approves a decision to make a share issue of a total maximum amount of 4 655 000 subordinated debentures, each with a par value of SEK 0,10 with detachable warrants giving entitlement to subscribe for new shares, and also approve that these options may be transferred to employees on the following main conditions. Waiving shareholders' preferential rights, the debentures shall permit subscription by a wholly owned subsidiary of the Anoto Group. The debentures shall be issued at par value and extend interest-free and be exercised on June 30, 2003 or on demand. Each option entitles the holder to subscription for one share on conditions corresponding to those pertaining to the issued employee stock options. The subscription price and the number of shares that each such option gives entitlement to subscribe for shall be translated at new share issues etc in accordance with customary regulations. The subsidiary shall, subsequent to subscription for debentures with detachable options, detach such options and when employee stock options are exercised, transfer a maximum of 3 500 000 options to employees in the Anoto Group in order to fulfil the commitment in connection with the employee stock options program. Such options shall be transferred free of charge. The subsidiary shall furthermore be permitted to transfer a maximum of 1.155.000 options in order to finance the social security fees that may arise in connection with the fulfilment within the framework of the employee stock options program.
Full utilisation of the total issue of 4 655 000 options comprised by the now proposed options program corresponds to a dilution of capital and voting rights of approx. 4,3 percent. The accumulated dilution of all outstanding options programs, as a result of the now proposed program replacing expired options, will remain unchanged at approx. 7,9 percent of capital and voting rights. Should approx. 1,4 million outstanding options with subscription prices exceeding SEK 66 kronor be excluded from the calculation, the accumulated dilution will be approx. 6.0 percent of capital and voting rights.
The reason for permitting the waiving the shareholders' preferential rights is that personal long-term employee ownership can be expected to stimulate extended interest in the Company and its results, increase motivation and the sense of belonging. It is important for the Company to create opportunities for recruiting and retaining competent staff. The Board therefore regards the offer as beneficial to Anoto Group and its shareholders.
P. 19 Request from the Swedish Shareholders' Association The Swedish Shareholders' Association, in its capacity as shareholder, has requested that the three issues specified under item 19 in the above- proposed Agenda be considered at the Annual General Meeting.
Majority requirements for resolutions For resolutions in accordance with the Board's proposals under items 16- 17, it is required that resolutions be seconded by shareholders representing a minimum of 2/3 of the submitted votes as well as the shares represented at the Annual General Meeting. For resolutions under item 18, it is required that resolutions be seconded by shareholders representing a minimum of 9/10 of the submitted votes as well as the shares represented at the Annual General Meeting.
Documentation
The Board's proposals for resolutions under items 16-18 of the Agenda will be available at the Company's offices in Lund at the above stated address as of April 30, 2003 and will on request be forwarded to shareholders submitting a postal address. The proposals will also be available on the company's web site, www.anotogroup.com. The Annual Report for the financial year of 2002 will be available at the Company's offices at the above stated address as of April 30,2003 and will also be available on the company's web site, www.anotogroup.com.
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