Incentive stock options board members

To facilitate admittance to the General Meeting, proxies, registration certificates and other board documents should be submitted to the Company at the above address no later than on 26 June Shareholders who hold their shares through board Sw.

Shareholders who wish to obtain such registration must contact the nominee regarding this well in board of 23 June The Major Shareholders propose that the Board of Directors shall consist of six board members elected by the general meeting. The Major Shareholders also propose that the company shall have one registered auditing company as auditor.

The Major Shareholders propose that the total remuneration for the board of directors shall amount members SEK 2,, of which SEKshall be paid to the Chairman options the Board of Directors board SEKshall be paid to each of the other board members elected by the General Meeting and who are not employees of the Group.

The Major Shareholders propose that the audit fees shall be paid in accordance with approved invoices. The Major Shareholders also propose that Jeff Weedman, Perry Ha, Mariel Clemensen and DongYi Board shall be elected as new board members of the Company. The Major Shareholders propose that the registered auditing company Deloitte AB shall be re-elected as auditor for the period until the AGM Deloitte AB has informed that, if Deloitte AB is re-elected as auditor, Per-Arne Pettersson will be appointed as the responsible auditor.

It is proposed that the AGM shall resolve on the following principles to apply in connection with the appointment of the Nomination Committee for the AGM in The Stock of the Board of Directors shall ask the major shareholders to appoint one representative each to form the Nomination Committee, together with the Chairman of the Board of Directors.

If not otherwise resolved by the Nomination Committee, the representative of the largest owner shall be appointed the Chairman of the Nomination Committee. In case a shareholder that has appointed a member to the Nomination Committee materially reduces his holding of shares in the Company, stock member that has been appointed by such shareholder shall resign, if the Nomination Committee so decides.

The members of the Nomination Committee shall be presented by the Chairman of the Board as soon as the members have been appointed, however, no later than six options prior to the Annual General Meeting The Chairman of the Nomination Committee shall inform the Company if changes in the Nomination Committee occur.

No compensation for Nomination Committee work shall be paid out. The Nomination Committee shall, upon approval by the Chairman of the Board, be entitled to burden the Company with costs, for example in respect of recruitment consultants or other costs necessary for the Nomination Committee to fulfil its duties.

The Nomination Committee shall prepare and present to the Annual General Meeting proposals for the following issues:. The procedure of appointing a Nomination Committee for the Annual General Meeting Resolution concerning guidelines for the remuneration of senior executives item The Board of Directors proposes that the AGM resolves on the guidelines below for the determination of remuneration and other employment conditions for the Stock and other Executives.

The compensation level and options shall be at market level. The total compensation shall be a balanced mix of fixed salaries, variable compensation, retirement and health plans, any other benefits and terms for dismissal and severance payments. The compensation may also comprise stock related long term incentive programs.

The retirement plan shall be competitive. Other benefits, like health plans, housing allowances and company cars, shall be competitive. As a main rule all of the Executives shall have a mutual notice period of three months. Stock related incentive plans are to be determined by the General Meeting. Issues and transfers of securities determined by the General Meeting according to the rules of Chapter 16 in the Swedish Companies Act are not comprised by these members in case the General Meeting has or will make such decisions.

Stock members board the Company, elected by the General Meeting, may in special cases receive a fee for services performed within their respective areas of expertise, separately from their board duties and for a limited period of time. Compensation for these services shall be paid stock market terms.

The Board of Directors shall be entitled to deviate from these guidelines in a certain case should there be specific reasons. The incentive of this authorisation and the reason for any disapplication of the shareholders' preferential rights is to make it possible for the Company to pay with its own financial instruments in connection with possible acquisitions that the Company may carry out incentive to increase the flexibility of the Company to finance the ongoing business.

A valid resolution by the General Meeting 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 General Meeting. The Major Shareholders propose that the AGM resolves to adopt an incentive scheme for senior executives employed within the Group as described below.

The proposed incentive scheme means that the participants, free of charge, will be allocated stock options. The options will be exercisable one third per year over the term of the scheme and the vesting of the options is contingent on the participant, except for the CEO, having been employed by the Group for at least 12 months from the date of grant of the options.

In respect of the CEO, the first half of the options is contingent on that the CEO has been employed by the Group, or incentive been a board member of the Company, or at least available for re-election as a board member, for at least 12 months from the date of grant of the options, and the second half of the options is contingent on that the CEO has options employed by the Group, or has been stock board member of the Company, or at least available for re-election as a board member, for at least 24 months from the date of grant of the options.

The options can be exercised to purchase shares in the Company no later than on 31 August Each option entitles the participant to purchase one share in Anoto Group AB at a price equal to per cent of the average closing members of the Company's shares on Nasdaq Stockholm during the period from 19 June up to and including 29 June The incentive scheme comprises a maximum of , stock options, representing approximately 3.

The maximum number of stock options to be allocated to the CEO shall be 60, and to each of the other senior executives up to 20, stock options. The Board of Directors shall be responsible for preparing the detailed terms and conditions of the incentive scheme, in accordance with the above mentioned terms and guidelines.

To this end, the Board of Directors shall be entitled to make adjustments of the incentive scheme to meet foreign regulations or market conditions. The Board of Directors may also make other adjustments if significant changes in the Group, or its markets, result in a situation where the decided terms and conditions for exercising the options become inappropriate.

Furthermore, in case of special circumstances, the Board of Directors shall be authorised to resolve that options will be kept and exercised despite the fact that employment in the Group have ceased, for example due to illness. The rationale for options proposal board to create opportunities to keep and to recruit competent personnel and to increase members motivation amongst the employees.

The Major Shareholders consider that the adoption of the incentive scheme as described above is in the favour of the Group and the shareholders in the Company. The incentive scheme allows employees of the Group to be granted stock options entitling them to acquire shares in the Company. Such transfers fall within the scope of Chapter 16 of the Swedish Companies Act, which means that a resolution to approve the incentive scheme is valid only where supported by shareholders holding not less than nine-tenth of both the shares voted and of the shares represented at the General Meeting.

The Major Shareholders propose that the AGM resolves to adopt an incentive scheme for the board members of the Company not being employed by the Group as described below. The options will be exercisable one third per year over the term options the scheme and the vesting of the options is contingent on the participant is or having been a board member of the Company, or at least available for re-election as a board member, for at least 12 months from the date of allocation of the stock options.

The incentive scheme comprises a maximum of 18, stock options, representing approximately 0. The maximum number of stock options to be allocated to the Chairman of the Board of Directors shall be 10, and to each of the other board members not being employed by incentive Group up to 2, stock options. The rationale for the proposal is to create opportunities to keep competent persons as board members in the Members. The incentive scheme allows board members of the Company to be granted stock options entitling the member to acquire shares in the Company.

To ensure delivery of shares to participants in the incentive schemes described under items 17 and 18 above, and to cover any social security costs incentive to the incentive scheme, it is proposed that the Board of Directors incentive authorised, on one or more occasions until the next AGM, to issue up to , warrants, representing approximately 4.

The warrants shall be issued free of charge and, with disapplication of the shareholders' preferential rights, may be subscribed for by Anoto AB, a subsidiary of the Company. As of 2 Junethe total number of shares and votes in the Company was 2,, The Company options not holding any own shares. June 30, June 18, members May 31, May 18, Anoto Group AB Logo. Invitation to the Annual General Meeting of Anoto Group AB publ. June members, Bulletin from the Annual General Meeting of Anoto Group AB June 30, Q4 Reporting Correction June 18, REPORT JANUARY — MARCH May 31, Change in the total number of shares and votes in Anoto Group AB publ May 31, Appointment of Chief Strategy Officer CSO and Deputy CEO May 18, FILE URL Copy the link below.

LOGO URL Copy the link below. Corporate Headquarters Rosecrans Avenue. Suite El Segundo, Stock Phone: European Headquarters Incentive Exchange, 25 Basinghall Street, London EC2V 5HA UK Phone:

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