Report from the Annual General Meeting of Anoto Group AB
At the Annual General Meeting of Anoto Group AB in Lund, May 15th, 2007 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
In his statement Anders Norling, CEO of Anoto Group, commented upon the most significant events during 2006 and reported on the first quarter interim report that was announced May 8th.
Election of Board of Directors and Directors’ fees
The AGM resolved that the Board of Directors consist of seven members and that the Annual Board fee of SEK 1,500,000 is to remain the same. Of this 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 to re-elect board members Hans Otterling, Christer Fåhraeus, Märtha Josefsson, Stein Revelsby, Bernard Gander and Håkan Eriksson and elect Hiroshi Yoshioka as new Board Members until end of next Annual General Meeting
Hiroshi Yoshioka has been active within the Sony Corporation since 1979 and acts as Senior Vice President, Corporate Executive and President of Audio Business Group within Sony Corporation.
The AGM resolved to re-elect Hans Otterling as Chairman of the Board.
The AGM resolved that the Auditors shall be reimbursed according to invoice.
Nomination Committee
The AGM resolved, in accordance with the proposal presented by the Nomination Committee, that the Chairman of the Board of Directors is authorised to contact three to five of the Company’s major shareholders, according to the list of shareholders at the end of September 2007, and ask them to appoint one representative each no later than six months prior to the Annual General Meeting 2008 to, together with him, form the Nomination Committee. No fees shall be paid for the work carried out by the Nomination Committee.
The Nomination Committee shall prepare and present to the Annual General Meeting 2008 proposals for the following issues:
1. Chairman at the Annual General Meeting
2. Chairman and other Members of the Board
3. Fees to the Board of Directors
4. Fees to the Auditors
5. The Nomination Committee in respect of the Annual General Meeting 2009
The Nomination Committee’s proposal for Board Members shall be presented in the notice for the Annual General Meeting 2008 as well as on the company’s website.
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 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.
Should the authorization be fully exercised it would result in a dilution of approx. 9.5 per cent based on the total number of shares after full exercise of the authorization.
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.
Resolution on stock option program for key employees
The Annual General Meeting resolved in accordance with the proposal presented by the Board of Directors to adopt a stock option program for key employees covering stock options and warrants. This year’s proposal does not concern the CEO.
The stock option program covers 500 000 stock options. Each option shall entitle the holder to exercise from September 1, 2009 to March 31, 2010 to acquire one new Anoto Group AB share at 150% of the weighted average latest quoted buy price of the Anoto Group share during the period May 16th – May 31st.To exercise the stock options, each key employee shall have met performance criteria decided by the Board for the years 2007 - 2008. To cover possible social security contributions an additional 150,000 stock options will be issued. These extra stock options may be sold.
The warrant program covers 500 000 warrants. Each warrant shall give a right to subscribe for one share in Anoto Group AB at a subscription price amounting to 150% of the average latest price paid for the Company’s share at Stockholmsbörsen during the period from and including May 16, 2007 and May 31, 2007. For the warrants the employees shall pay a consideration corresponding the theoretical market value at the time for the transfer calculated by an independent part using the Black-Scholes valuation model.
Assuming full exercise of the stock options and warrants above for subscription of new shares, the Company’s share capital will increase with SEK 23,000 implying a dilution corresponding to approximately 0.9% of the shares and the votes of all shares in the Company.