LUND, Sweden, July 2, 2003 (PRIMEZONE) -- The shareholders of Anoto Group AB (publ) (Other OTC:AOTOF), hereinafter "Anoto Group", are invited to attend the extraordinary general meeting which will be held at the company's premises, Ideon Research Park, Scheelevagen 19 C, House Delta 3, Lund, Sweden, at 11 a.m. on Thursday 17 July, 2003.
Notice of participation
In order to participate at the general meeting, a shareholder must:
- be registered in the share register maintained by VPC AB on Monday 7 July, 2003 and; - notify the company of his participation not later than Friday July 11, 2003. Attendance may be notified by post to the company at Scheelevagen 19 C, SE - 223 70 Lund, Sweden, by fax to + 46 46 540 11 90 e-mail to charlotte.laveson@anoto.com, or by telephoning + 46 46 540 10 00. When providing notice of attendance, please state name, social security number/corporate registration number and registered number of shares.
In order to be entitled to participate at the general meeting, shareholders whose shares are nominee-registered must, in due time prior to 7 July 2003, ensure that the nominee causes the shares to be temporarily registered in the shareholders' own name.
Proposed agenda
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. Approval of the board resolution of 29 June 2003 to issue new shares
8. Resolution in respect of the number of board members and
remuneration for the board of directors
9. Election of new board member
10.The board's proposal for resolution with regard to authorisation
11.Closing of the meeting
Approval of the board resolution of 29 June 2003 to issue new shares The board of directors of Anoto Group resolved on 29 June 2003, subject to approval by the general shareholder's meeting, to increase the share capital of the company by SEK 66,000 by an issue of 3,300,000 shares, each with a nominal value of SEK 0.02, at an issue price of SEK 10.10 per share. The issue of shares is made with deviation from the shareholders' preferential rights to Anoto Group's industrial partner Logitech International S.A. in order to strengthen the cooperation between the companies and at the same time raise additional working capital.
Election of new board member and new deputy board member David Henry, who is Senior Vice president in Logitech, is proposed to be elected as new member of the board of directors. The director Nils Ljung has announced that he wishes to resign from the board. The composition of the board is therefore proposed to be eight ordinary directors. It is proposed that, as previously, remuneration of SEK 1.2 million is paid to the board, to be divided among the directors.
Proposal for authorisation
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 1,700,000 shares in consideration for payment in cash and/or with provisions for non-cash issues or offsetting, thereby allowing for deviation from the shareholders' pre- emption rights. The reason for permitting new share issues with disapplication of the shareholders' pre-emption 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 to enable the company to raise additional working capital. Fully exercised, the authorisation would result in a dilution of approx. 1.4 percent based on the total number of shares including completion of the current issues of 14,300,000 shares but excluding issued and outstanding warrants.
Majority
Shareholders who jointly represent more than 52 percent of the share capital and voting rights for all shares in the company have declared that they support the proposals in items 7-10 on the agenda.
Documentation
The board's resolution of 29 June 2003 to issue new shares and residual documents in accordance with chapter 4 section 4 of the companies act will be available at Anoto Group's offices in Lund at the above stated address as of 10 July, 2003 and will be forwarded on request to shareholders submitting a postal address.
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http://www.waymaker.net/bitonline/2003/07/02/20030702BIT00270/wkr0001.pdf