At the Annual General Meeting of Anoto Group AB in Lund, May 14th, 2009, the
following resolutions were passed.
Annual Report, adoption of report etc.
The AGM adopted the consolidated income statements and balance sheets. The
annual report was distributed and approved. The Board Members and CEO were
discharged from liability. No dividends are to be paid.
CEO Statement
The CEO of Anoto Group, Anders Norling, gave his comments on the most
significant events during 2009 and also reported on the first quarter interim
report announced on May 7, 2009.
Election of Board of Directors and Directors fees
The AGM resolved to re-elect Board Members Hans Otterling, Stein Revelsby and
Håkan Eriksson and to elect Charlotta Falvin and Leif Eriksrød as new Board
Members until the end of the next Annual General Meeting.
Charlotta Falvin is the CEO of the software company TAT - The Astonishing Tribe
AB. She holds a Masters degree in Business Administration from the University
of Lund and has previously held senior positions within Axis and Lars Weibull
AB, amongst others. Other positions: Member of the Board of Apptus AB and Axis
AB. Shareholding in Anoto Group: 0.
Leif Eriksrød is a Norwegian citizen. He is a graduate in economics from the
Norwegian Business School and has worked for Delphi Fondene within
Storebrandkoncernen before joining Ventor AS as Investment Manager. Ventor AS'
subsidiary Essensor owns 12% of the shares in Anoto. Own and affiliated
companies' shareholding in Anoto: 15 605 608 shares.
The AGM also resolved to re-elect Hans Otterling as Chairman of the Board.
The AGM resolved the Board of Directors to consist of five members. The Annual
Board fee is to be SEK 1,150,000, out of which SEK 450,000 is to be paid to the
Chairman of the Board and SEK 175,000 to each of the other Board Members.
The AGM resolved that the Auditors shall be reimbursed according to approved
invoice.
Nomination Committee
In accordance with the proposal presented by the Nomination Committee, the AGM
resolved to commission the Chairman of the Board of Directors to contact three
of the Company's major shareholders, according to the list of shareholders at
the end of September 2009, and ask them to appoint one representative each to
form the Nomination Committee together with him until a new Nomination
Committee has been appointed. The Nomination Committee shall appoint a
Chairman. The Chairman of the Board must not be the Chairman of the Nomination
Committee. The majority of the Nomination Committee shall not be Board Members.
In case a shareholder that has appointed a member to the Nomination Committee
materially reduces his holding of share in the Company, the member that has
been appointed by such shareholder shall resign, if the Nomination Committee so
decides. Instead, another major shareholder shall in consultation with the
remaining members be offered to appoint a member of the Nomination Committee.
If a shareholder becomes one of the three major shareholders during the work of
the Nomination Committee, the Committee can decide to offer this shareholder a
position on the Nomination Committee.
The names of the members of the Nomination Committee, the shareholders they
represent and information on who has been appointed Chairman shall be presented
as soon as the members have been appointed, but no later than six months prior
to the Annual General Meeting 2010. No remuneration shall be paid for the work
carried out by the Nomination Committee. The Company shall reimburse reasonable
costs for the recruitment of Board Members.
Authorization
The Annual General Meeting resolved to authorise the Board of Directors to, on
one or several occasions prior to the next Annual General Meeting, resolve on
an issue of a maximum of 12,000,000 new shares with provisions for non-cash
payment or payment against set-off of claims and/or directed share issue to the
capital market or else on conditions enabling the waiving of shareholders'
preferential rights. The reason for permitting issues of new shares waiving the
shareholders' preferential rights is to enable company/business acquisitions
against full or part payment in the form of shares or cash after a direct issue
to the capital market.
In a cash issue, the issue price for the new shares shall be fixed to a price
close to the price for the share on NASDAQ OMX Stockholm.
Should the authorization be fully exercised, it would result in a dilution of
approx. 9.5 percent based on the total number of shares.
Resolution on guidelines for compensation to the Executives of the Company
The Annual General Meeting resolved to adopt the guidelines for compensation to
the President and other executives of the Company in accordance with the
proposal by the Board of Directors.
For more information:
Hans Otterling
Chairman of the Board
Anoto Group AB
+46 706 232 828
About Anoto Group
Anoto Group is the company behind and world leading in the unique technology
for digital pen and paper, which enables fast and reliable transmission of
handwritten text into a digital format. Anoto operates through a global partner
network that focuses on user-friendly forms solutions for efficient capture,
transmission and storage of data within different business segments, e.g.
healthcare, bank and finance, transport and logistics and education. The Anoto
Group has around 110 employees, offices in Lund (head office), Boston and
Tokyo. The Anoto share is listed on NASDAQ OMX Nordic small cap list under the
ticker ANOT. For more information: www.anoto.com
