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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]
Notice to attend the Annual General Meeting in Anoto Group AB (publ)
Globenewswire· 2025-05-28 07:00
Core Points - The Annual General Meeting (AGM) of Anoto Group AB is scheduled for June 27, 2025, at 10 a.m. in Stockholm, Sweden [1] - Shareholders must notify their participation by June 23, 2025, and those holding shares in a nominee's name must re-register their shares by June 18, 2025 [2][3][6] Participation and Proxies - Shareholders wishing to attend the AGM must provide their name, social security number, and registered number of shares via email [2] - Proxies must submit a written power of attorney along with their notification [4] Proposed Agenda - The agenda includes the election of a Chairman, approval of the agenda, presentation of the Annual Report, and resolutions on profit appropriation, discharge of liability for Board members, and remuneration for Board members and auditors [7] Principal Shareholders' Proposals - The Principal Shareholders propose Jörgen S. Axelsson as Chairman of the Meeting [8] - They also propose a Board of Directors consisting of four members and a total remuneration of SEK 1,800,000 [9][10] Board of Directors' Proposals - The Board proposes no dividend distribution for the financial year 2024, with profits carried forward [13] - Guidelines for remuneration to senior executives are proposed to attract and retain competent personnel [14][15] Long-term Incentive Program (LTIP 2025) - The Board proposes a long-term incentive program for management and key employees, consisting of stock options [31] - The program aims to improve retention and motivation among the management team [44] - The maximum number of stock options proposed is 275,000,000, corresponding to approximately 20.0% of the share capital after dilution [33] Share Issuance and Repurchase - The Board seeks authorization to issue up to 275,000,000 Series C shares and to repurchase Series C shares to secure liquidity for incentive programs [47][50] - A resolution for share issuance requires at least two-thirds approval from shareholders [58] Other Information - As of May 28, 2025, the total number of ordinary shares in the Company was 1,102,362,753 [61]