Notice to attend Extraordinary General Meeting in Anoto Group AB (publ)

The shareholders of Anoto Group AB (publ) (“Anoto” or the “Company”) are hereby invited to attend the Extraordinary General Meeting (the “EGM”) to be held on Wednesday 15 November 2023 at 10 a.m. at the premises of Setterwalls Advokatbyrå, Sturegatan 10 in Stockholm, Sweden.

Notification of participation

Shareholders wishing to attend the EGM must:

be entered as shareholders in the share register maintained by Euroclear Sweden AB no later than on Tuesday 7 November 2023;notify the Company of their intention to participate no later than on Thursday 9 November 2023.

Attendance is to be notified by phone to +44 758 430 12 60 or by e-mail to EGM@anoto.com. The notification should state name, social security number/corporate identification number and registered number of shares. To facilitate admittance to the EGM, proxies, registration certificates and other authorisation documents should be submitted to the Company by email to EGM@anoto.com no later than on Thursday 9 November 2023. The Company provides proxy forms on the Company’s web page www.anoto.com.

To be entitled to participate at the EGM, shareholders who has had their shares registered through nominees (Sw. förvaltare) must, in addition to notifying the Company of their intention to participate at the EGM, have their shares registered in their own name so that the shareholder is entered into the share register per Tuesday 7 November 2023. Such registration may be temporary (Sw. rösträttsregistrering) and is requested with the nominee in accordance with the nominee’s routines at such time in advance as the nominee determines. Voting rights registrations made no later than Thursday 9 November 2023 are considered in the presentation of the EGM share register.

Proposed agenda

Opening of the meetingElection of ChairmanPreparation and approval of voting listApproval of the agendaElection of one or two persons to verify the minutesDetermination of whether the Meeting has been duly convened.Determination of the number of Board membersDetermination of remuneration for the Board membersElection of Board members, and Chairman of the Board of DirectorsResolution to authorise the Board of Directors to issue new ordinary shares, warrants and/or convertible bondsClosing of the Meeting

Proposals

Proposals in accordance with items 7-9 will be presented at the latest in connection with the EGM.

Resolution to authorise the Board of Directors to issue new shares, warrants and/or convertible bonds (item 10)

The Board of Directors proposes that the EGM authorises the Board of Directors to resolve, on one or several occasions during the period until the next annual general meeting, with or without deviation from the shareholders’ preferential rights, against cash payment, for payment in kind or by way of set-off, to issue ordinary shares, warrants and/or convertible bonds that involve the issue of or conversion into a maximum of 110,619,689 ordinary shares, corresponding to a dilution of approximately 25 per cent of the share capital and votes, based on the current number of shares in the Company.

The purpose of this authorisation and the reason for any disapplication of the shareholders’ preferential rights is to increase the flexibility of the Company to finance the ongoing business and at the same time extend and strengthen the Company’s shareholder base of strategic or long term investors. The basis for the issue price shall be according to the prevailing market conditions at the time when shares, warrants and/or convertible bonds are issued.

A valid resolution by the EGM pursuant to the proposal above requires that the resolution be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the EGM.

Other

According to Chapter 7, section 32 of the Swedish Companies Act, at a General Meeting the shareholders are entitled to require information from the Board of Directors and CEO regarding circumstances which may affect items on the agenda and circumstances which may affect the Company’s financial situation.

For information on how personal data is processed, see:

https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.

Number of shares and votes in the Company

As of 25 October 2023, the total number of ordinary shares and votes in the Company was 331,859,066. There were no Series C Shares issued. The Company is not holding any own shares.

Stockholm, October 2023

Anoto Group AB (publ)

The Board of Directors

Attachment

Anoto_Notice EGM_15 November 2023

 

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