Report from Extraordinary General Meeting of Anoto Group AB
Thursday’s extraordinary general meeting of Anoto Group AB in Lund, Sweden passed the following resolutions. Christer Fåhreaus, Per Boasson, Kjell Duveblad, David Henry, Lars Jarnryd, Märtha Josefsson, Stein Revelsby and Nils Rydbäck were elected as members of the new Board. Örjan Johansson left the Board, as he is now CEO. In accordance with the Board's proposal, a new stock option program and a warrant program were adopted for Anoto employees. A stock option program for Anoto's employees in the United States was also adopted. Finally, the Board's authorisation to issue up to 10,000,000 new shares to enable acquisitions of businesses and operations was extended to include expansion and initiatives in other areas. •Election of the Board and Remuneration for Members of the Board The members of the new Board are Christer Fåhreaus (Chairman), Per Boasson, Kjell Duveblad, David Henry, Lars Jarnryd (Deputy Chairman), Märtha Josefsson, Stein Revelsby and Nils Rydbäck. Because Örjan Johansson has taken over as CEO of Anoto Group AB, he is leaving the Board. The meeting resolved to leave remuneration for members of the Board unchanged at 1,200,000 kronor, to be allocated in accordance with resolutions of the Board. •Employee Stock Options The meeting adopted the Board's proposal to issue 1,500,000 stock options (14,000 per employee) to all employees of the Anoto Group with the exception of new employees in the United States. Each option shall entitle the holder to exercise from 1 September to 30 November 2007 a warrant to subscribe for one new Anoto Group share at 150% of the weighted average quoted price of the Anoto Group share during the ten sessions of the Stockholm Stock Exchange that immediately preceded the meeting. To cover any social security contributions for the program, an additional 495,000 options are being issued, i.e., a total of 1,995,000 options as part of the employee stock option program. •Warrants The meeting adopted the Board's proposal to issue 2,000,000 warrants to all employees of the Anoto Group, with the exception of new employees in the United States. All employees shall be entitled to acquire 15,000 warrants. In addition, senior executives and key employees of the Group shall be entitled to acquire surplus warrants. That number is estimated at 500,000 if all employees take advantage of the offer and acquire 15,000 warrants. The Board shall determine allocation. Each warrant shall entitle the holder to subscribe from 1 September to 30 November 2008 for one new Anoto Group share at 150% of the weighted average quoted price of the Anoto Group share during the ten sessions of the Stockholm Stock Exchange that immediately preceded the meeting. The price of the warrants will be based on a market price estimated in accordance with the Black & Scholes formula. •Stock Option Program for Employees in the United States The meeting adopted a modified version of the Board's proposed stock option program for employees in the United States. According to the resolution, no more than 3,200,000 options will be issued to new employees in the United States. Each option shall entitle the holder to acquire no later than 30 September 2009 one new Anoto Group share at the weighted average quoted price of the Anoto Group share during the ten sessions of the Stockholm Stock Exchange that immediately preceded the meeting. The right to acquire and exercise the options shall be linked to the holder's retaining his or her position in the Anoto Group, as well as the attainment of certain performance criteria established by the Board and associated with the business plan and targeted operating profit for Anoto Inc. The principle of the option terms shall be that each holder gradually earns the right to the options during their lifetime at a monthly rate of 1/48 of the awarded options. If the holder leaves his or her position before the options expire, he or she shall earn only some of them – for instance half of them, plus the options earned during the period of notice or the equivalent, if he or she leaves after two years. Whether he or she is entitled to exercise the earned options shall be determined by which performance criteria he or she has met on that date. The Board was authorised to formulate the details of the terms pursuant to the above principles, as well as in compliance with applicable securities and tax legislation. The options shall be awarded to new employees in the United States free of charge. Jim Marggraff, who has been appointed as CEO of Anoto Inc., shall be awarded 1,600,000 options. The remaining options shall be awarded to new employees in the United States in accordance with a resolution of the Board of Anoto Group. •Authorisation The annual general meeting of 11 May 2005 authorised the Board to carry out one or more in-kind, settlement or other issues of up to 10,000,000 new shares until the next annual general meeting. The authorisation can be used to enable the acquisition of businesses or operations upon payment either wholly or partly in the form of shares. The extraordinary general meeting extended the previous authorisation to include the ability of the Board to, departing from the preferential rights of shareholders, issue new shares to both financial investors and industrial partners while stipulating that new shares may be paid for in cash. In addition to the acquisition of businesses and operations as previously specified, the purpose of the authorisation shall be to enable expansion and establishment of the Group in areas that the Board deems to have major potential for development. The authorisation shall continue to be for no more than 10,000,000 shares. For additional information, please phone: Christer Fåhraeus Chairman of the Board Anoto Group AB +46 733 451 205 Mats Blom CFO Anoto Group AB +46 733 45 12 48