Report from the Annual General Meeting of Anoto Group AB

At the Annual General Meeting of Anoto Group AB in Lund, May 15th, 2008 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 2007 and reported on the first quarter interim report that was announced May 7th.

Election of Board of Directors and Directors’ fees
The AGM resolved to re-elect board members Hans Otterling, Christer Fåhraeus, Märtha Josefsson, Stein Revelsby, Bernard Gander, Håkan Eriksson and Hiroshi Yoshioka as Board Members until end of next Annual General Meeting. The AGM also resolved to re-elect Hans Otterling as Chairman of the Board.
The AGM resolved to elect of KPMG Bohlins AB as auditors until end of Annual General Meeting 2012.
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 of the Company’s major shareholders, according to the list of shareholders at the end of September 2008, and ask them to appoint one representative each no later than six months prior to the Annual General Meeting 2009 to, together with him, form the Nomination Committee until a new Nomination Committee has been appointed. The Nomination Committee shall appoint a Chairman. The Chairman of the Board shall not be the Chairman of the Nomination Committee. The majority of the Nomination Committee members shall not be Board Members of Anoto.

In case a shareholder that has appointed a member to the Nomination Committee materially reduces his holding of shares 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 of the Nomination Committee be offered to appoint a member of 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, however, no later than six months prior to the Annual General Meeting 2009. No remuneration shall be paid for the work carried out by the Nomination Committee. The Company shall pay reasonable costs for the recruitment of Board Members.



The Nomination Committee shall prepare and present to the Annual General Meeting 2009 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 2010

The Nomination Committee’s proposal for Board Members shall be presented in the notice for the Annual General Meeting 2009 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 incentive program for key employees
The Annual General Meeting resolved in accordance with the proposal presented by the Board of Directors to adopt an incentive program for key employees covering stock options. This year’s proposal does not concern the CEO.

According to this Anoto Group will issue 500,000 stock options to key employees free of charge to be distributed by the Board, however no more than 75,000 stock options each. The stock options shall primarily be issued to newly hired key employees and key employees that have been promoted.

The options are not securities and shall not be transferable to a third party. The options shall be valid only if their holder is still an employee of Anoto Group when exercising them.
Each option shall entitle the holder to acquire during the period September 1, 2010 -- March 31, 2011 one new Anoto Group AB share at 150 percent of the average latest price paid for the Company’s share at OMX Nordiska Börs Stockholm during the period May 16, 2008 -- May 30, 2008. To exercise the stock options, each key employee shall have met performance criteria decided by the Board for the year 2009. These performance criteria shall relate to Anoto’s budget, and may also comprise individual goals. The performance criteria may be construed in such a way that parts of the stock option may be exercised if sub-goals are met.



Anoto Group shall secure its stock option commitment by issuing warrants free of charge to a wholly owned subsidiary. If the exercise of the options generates a gain for employees, it will be a taxable income for the employees and Anoto will be liable for social security contributions. Thus, the Board proposes that Anoto Group issue 150,000 warrants in addition to the warrants that shall match the stock options, i.e. a total of 650,000 warrants. The extra warrants may be sold, thereby covering the social security contributions. The proposed issue of these warrants waives the shareholders preferential rights.

For more information:
Hans Otterling
Chairman of the Board
Anoto Group AB
+46 706 232 828