LUND, Sweden, April 11, 2005 (PRIMEZONE) -- The shareholders of Anoto Group AB (publ), hereinafter "Anoto Group" or the Company, are invited to attend the Annual General Meeting to be held at 4 p.m. on Wednesday, May 11, 2005 on the Company's premises at House Delta 3, Ideon Research park, Scheelevagen 19 C, Lund, Sweden.
Notification of participation in the Annual General Meeting Shareholders wishing to attend the Annual General Meeting must be entered as shareholders in the share register maintained by VPC (Swedish Securities Register Center) no later than Friday, April 29, 2005, and provide notification of attendance to Anoto Group no later than Friday, May 6, 2005 at 12.00 noon. Attendance is notified by post to Anoto Group at Scheelevagen 19 C, SE-223 70 Lund, by fax + 46 46 540 12 02, by e-mail to charlotte.laveson@anoto.com, or by telephone + 46 46 540 12 00. At the time of notification, please state name, social security number/corporate identification number and registered number of shares. In order to facilitate admittance to the AGM, powers of attorney, registration certificates and other authorisation documents must be presented to the Company at the above address no later than Monday, May 9, 2005.
Shareholders wishing to attend the AGM who have their shares registered with a nominee must temporarily register these shares with VPC under 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, April 29, 2005.
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 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 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. The Board's proposal for resolution with regard to
authorisation
16. The Board's resolution regarding employee stock options
17. Appointment of Nomination Committee
18. Other issues
19. 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 2004.
P. 12-14 Election of board members, auditors and determination of fees
At the AGM 2004 it was resolved that the nomination process prior to this year's AGM would be done as follows; during the fourth quarter the three-four largest shareholders elect one representative each to, under the guidance of the chairman of the board, prepare a proposal for the election of board members to be presented at next year's AGM. The elected committee has thus prepared the following proposal for the election of board members and determination of fees.
-8 board members without deputies
-an annual board fee of SEK 1,200,000 to be distributed among the board members in accordance with the Board's decision
-re-election of Kjell Duveblad, Christer Fahraeus, David Henry, Martha Josefsson and Nils Rydbeck. Board members Lars Berg and Urban Jansson have informed the nomination committee that they will not be at the Board's disposal for re-election, and
-new election of Lars Gronberg, Lars Jarnryd and Orjan Johansson.
This proposal is supported by shareholders representing more than 45 percent of the votes in Anoto Group AB.
P. 15 The Board's proposal for resolution with regard to authorisation
The Board proposes that the Board be authorised to, on one or several occasions prior to the next AGM, resolve to implement a new share issue of a maximum of 10.000.000 shares with provisions for non-cash issues or offsetting or else on conditions enabling the waiving of shareholders' preferential rights. The reason for permitting new share issues waiving shareholders' preferential rights is to enable company/business acquisitions against full or part payment in the form of shares. Should the authorisation be fully exercised it would result in a dilution of approx. 7,8 per cent based on the total number of shares after full utilisation of the authorisation.
P. 16 Authorisation of the Board's resolution regarding employee stock options
In accordance with a resolution at the AGM 2003 Anoto Group has issued a total of 3.500.000 employee stock options. The stock option program comprised two issues, A and B. Each such A option entitles the holder to subscribe for one new share in Anoto Group at a subscription price of SEK 11.45 during the period March 1 -- May 31, 2005. Each such B option entitles the holder to subscribe for one new share in Anoto Group at a subscription price of SEK 13.09 during the period option March 1 -- May 31, 2006. All options have been allocated to employees within the Company. The Company's commitment with regard to the employee stock options are secured by 4.655.000 options entitling to subscription for new shares held by a wholly-owned group company. The options may be exercised only on condition that the holder of options is still employed within the Anoto Group on the exercise date. On this basis 325.000 employee options have been reverted to the Company.
On December 17, 2004, the Board resolved, subsequent to authorisation by the Board and within the framework of the current options program, to issue the 325,000 employee options reverted to the Company. These options will be allocated free of charge to the following employees within the Company: CEO (100,000), CFO (50,000), Director R&D (50,000) and new employees (a total of 50,000 options each). The remaining 75,000 options shall be available to the Board for allocation to employees. The options are subject to the same conditions as before. The motive for the proposal is that personal long-term employee ownership may be expected to stimulate increased interest in the business and its progress, promote motivation and enhance the sense of solidarity with the Company. Creating opportunities for recruiting and retaining competent staff is essential to the Company. The Board therefore regards the offer as beneficial to Anoto Group and its shareholders. The Board's decision will be presented at the AGM for authorisation.
P. 17 Appointment of Nomination Committee
The Nomination Committee proposes that the AGM entrusts to the Chairman the duty of, in preparation for the election of Board members at the AGM 2006, contacting the major shareholders of the Company according to the list of shareholders on September 30, 2005, in order to appoint not less than three and not more than five representatives from the Company's major shareholders to, together with him, form the Nomination Committee. However, the Chairman of the Board shall not be the Chairman of the Nomination Committee. The names of the members of the Nomination Committee shall be presented at the latest six months prior the AGM 2006. The Nomination Committee's proposal for board members shall be presented at the latest one week after the Company has published its year-end report for the financial year of 2005, which is scheduled for February 2006.
Documentation
The Board's proposals for resolutions and resolutions under items 15-16 of the agenda are detailed above and will be available at the Company's offices in Lund at the address stated above as of May 4, 2004, and will on request be forwarded to shareholders who submit a postal address. The Company's Annual Report for the financial year of 2004 will also be available at the Company's office at the above address as of April 27, 2005 and will on request be forwarded to shareholders submitting an address. Additionally, the Annual Report will be available on the Company's web site, www.anotogroup.com.
Lund, April 2005 ANOTO GROUP AB (publ) The Board of Directors
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