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Bulletin from the Annual General Meeting in Anoto Group AB (publ) on 27 June 2025
Globenewswire· 2025-06-27 18:30
Core Points - The Annual General Meeting (AGM) of Anoto Group AB was held on June 27, 2025, where several key decisions were made regarding the company's financials, board elections, and incentive programs [1] Financial Resolutions - The AGM adopted the balance sheet and income statement for 2024, and resolved that no dividend will be distributed, with unrestricted equity carried forward [2] Board Elections and Auditor Appointment - The AGM discharged the Board members and CEO from liability for 2024, re-elected Kevin Adeson, Alexander Fällström, Gary Stolkin, and Adrian Weller to the Board, and elected Matthew Doerner. Kevin Adeson was re-elected as Chairman, and BDO Mälardalen AB was re-elected as auditor [3] Remuneration Guidelines - The AGM adopted the Board of Directors' proposal for guidelines on remuneration to senior executives and approved the remuneration report [4] Long-term Incentive Program (LTIP 2025) - A long-term incentive program (LTIP 2025) was proposed to enhance the company's ability to retain and recruit qualified personnel, consisting of stock options for management and key employees [5] - LTIP 2025 will include a maximum of 275,000,000 new stock options, representing approximately 20.0% of the share capital and votes post-dilution, with performance conditions based on average growth of net sales [6] Stock Option Details - Each stock option allows the holder to acquire one ordinary share during a specified period at an exercise price of 150% of the average volume-weighted share price prior to the AGM, with specific price limits for options granted by the end of July 2025 [7] Share Issuance and Repurchase Authorizations - The AGM authorized the Board to issue up to 275,000,000 Series C shares, deviating from shareholders' preferential rights, to ensure delivery of shares for incentive programs and secure liquidity for social security payments [8] - The Board was also authorized to repurchase Series C shares at a price corresponding to their quota value for similar purposes [10] - Additionally, the AGM approved the delivery of ordinary shares to LTIP 2025 participants and authorized the transfer of shares to secure liquidity for social security charges [11] New Share Issuance Authorization - The AGM authorized the Board to issue new shares, warrants, and/or convertible bonds, allowing for a maximum of 275,000,000 ordinary shares, corresponding to a dilution of approximately 20.0% of the share capital and votes [12]