Bulletin from the Annual General Meeting in Anoto Group AB (publ) on 31 July 2026
The Annual General Meeting (the “AGM”) in Anoto Group AB (publ) (the ”Company”) has been held on 31 July 2026 and in particular the following decisions were resolved.
Balance sheet, income statement and dividend
The AGM resolved to adopt the balance sheet, income statement, consolidated balance sheet and consolidated income statement for 2025. Furthermore, it was resolved that no dividend will be distributed and that the distributable profits shall be carried forward.
Board composition, remuneration, elections and remuneration report
The AGM resolved to discharge the Board members and the Chief Executive Officer from liability for 2025.
The AGM resolved that the Board of Directors shall comprise five members without deputy members. Board remuneration was set at a total of SEK 2,100,000, of which SEK 900,000 shall be paid to the Chairman and SEK 300,000 to each other AGM-elected Board member who is not employed by the Group. Auditor remuneration shall be paid in accordance with approved invoices.
As members of the Board of Directors until the end of the next AGM, the AGM re-elected Kevin Adeson, Alexander Fällström, Gary Stolkin and Adrian Weller and elected Erik Fällström. The AGM re-elected Kevin Adeson as the Chairman of the Board of Directors.
BDO Mälardalen AB was re-elected as auditor.
The AGM approved the Board of Directors’ remuneration report pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.
Resolution to amend the articles of association and change the company name
The AGM resolved to amend § 1 of the Company’s articles of association to change the Company’s registered name from Anoto Group AB to INQ Group AB (publ). The AGM further resolved to amend the limits on the share capital in § 4 of the articles of association to not less than SEK 130,000,000 and not more than SEK 520,000,000, and to amend the limits on the number of shares in § 5 of the articles of association to not less than 1,000,000,000 and not more than 4,000,000,000.
Resolution on approval of the Amended and Restated Secured Convertible Agreement and the participation of board members therein
The AGM resolved to specifically approve and ratify the participation of Kevin Adeson, Alexander Fällström, Gary Stolkin, Adrian Weller and Matthew Doerner in the Amended and Restated Secured Convertible Agreement as lenders, including their respective subscriptions effected by set-off of accrued and unpaid directors’ fees, on terms no less favourable to the Company than those applicable to non-conflicted participants, and confirmed that such participation is in the best interests of the Company. The aggregate amount of the secured convertible facility is USD 5.9 million. The participating Board members had a direct personal financial interest in their own participation, and the Board had identified the resulting conflict of interest and sought ratification by the AGM. Matthew Doerner served as a Board member prior to the AGM.
Resolution on new articles of association, reduction of share capital and issuance of new shares
The AGM resolved, as a single indivisible package, to: (i) adopt new articles of association, amending the limits on the share capital in § 4 to not less than SEK 60,000,000 and not more than SEK 240,000,000; (ii) reduce the Company’s share capital by SEK 77,165,392.71 without redemption of shares by changing the share quota value from SEK 0.13 to SEK 0.06 per share; (iii) authorise the Board of Directors to resolve on issues of new ordinary shares to enable conversion under the Amended and Restated Secured Convertible Agreement; (iv) carry out a directed issue of a maximum of 206,046,477 new ordinary shares with payment by set-off to directors, employees and consultants; (v) authorise the Board of Directors to issue up to 390,000,000 new ordinary shares by way of directed issue and/or rights issue; (vi) carry out a bonus issue to restore the share capital; and (vii) reduce the share capital to restore the quota value. The reduction under item (ii) was made to bring the quota value to SEK 0.06 and thereby enable the issues under items (iii)–(v). The reason for deviating from the shareholders’ preferential rights under item (iii) was to fulfil the Company’s existing disclosed contractual obligations to convertible holders, enable debt-to-equity conversion and strengthen the balance sheet. The purpose of the authorisation under item (v), and the reason for any deviation from preferential rights, was to provide flexibility to finance operations and broaden and strengthen the shareholder base with strategic or long-term investors.
Under the directed set-off issue (item (iv), the right to subscribe was allocated as follows:
| Current Directors | Accrued Directors’ Fees and other Compensation Set Off (USD) | Ordinary Shares (Tranches 1-5) | Ordinary Shares (Tranche 6) |
| Kevin Adeson | USD 287,931 | 36,306,035 | 3,561,778 |
| Alexander Fällström | USD 62,644 | 7,074,234 | 1,187,284 |
| Gary Stolkin | USD 62,644 | 7,074,234 | 1,187,284 |
| Adrian Weller | USD 168,909 | 23,102,538 | 1,187,284 |
| Matthew Doerner | USD 32,269 | 2,492,671 | 1,187,284 |
| Sub Total Directors | USD 614,397 | 76,049,712 | 8,310,914 |
| Total Set Off (USD) | Ordinary Shares (Tranches 1-5) | Ordinary Shares (Tranche 6) | |
| Employees and Contractors | USD 819,428 | 119,774,640 | 1,911,211 |
| Grand Total | USD 1,433,825 | 195,824,352 | 10,222,125 |
The subscription price under the directed set-off issue is SEK 0.06 per share for tranches 1–5 and SEK 0.12 per share for tranche 6, applying a fixed SEK/USD exchange rate of 9.05. Subscription and payment by set-off shall occur within four months from the AGM and the new shares shall carry dividend rights from the first dividend record date after registration with the Swedish Companies Registration Office.
Resolution on a long-term incentive program (LTIP 2026) for the management team and other key employees
For the purpose of improving the opportunity for retaining and recruiting competent personnel to the Anoto Group and increasing the motivation amongst the members of the management team, the AGM resolved to introduce a long-term incentive program (“LTIP 2026”) consisting of stock options (“Stock Options”) for members of the management team and other key employees. Board members shall not be entitled to participate in LTIP 2026.
LTIP 2026 shall comprise a maximum of 166,184,777 new Stock Options entitling to the purchase of the same number of ordinary shares in the Company, corresponding to approximately 6.5 per cent of the share capital and votes in the Company after dilution. The Stock Options shall be granted free of charge and may not be transferred or pledged, except that the Board of Directors may permit a transfer to a family trust or equivalent arrangement. The Stock Options vest over three years from the vesting commencement date, with one third vesting on each of the first, second and third anniversaries.
Each Stock Option entitles the employee or consultant to acquire one ordinary share in the Company during the period commencing on the third anniversary of the grant date and ending on the sixth anniversary of the grant date, at an exercise price corresponding to 150 per cent of the average closing share price for the Company’s share on Nasdaq Stockholm for a period of 120 days prior to the AGM.
Resolution to implement an incentive scheme for Chairman of the Board of Directors
The AGM resolved to adopt an incentive scheme for the Chairman of the Board of Directors, Kevin Adeson. The program comprises a maximum of 76,700,666 stock options entitling to the purchase of the same number of ordinary shares in the Company, corresponding to approximately 3.0 per cent of the share capital and votes in the Company after dilution. These options vest over three years from the vesting commencement date, with one third vesting on each of the first, second and third anniversaries. In addition, the Chairman shall be granted a further 76,700,666 stock options, also corresponding to approximately 3.0 per cent of the share capital and votes in the Company after dilution, which shall vest in full and immediately upon the Company, through the efforts of the Chairman, entering into a ground-breaking agreement for the sale of co-branded digital pens and related services to an already identified major global brand, with transformative economics for the Company, within one year from the date of grant. The options shall be granted free of charge and may not be transferred or pledged, except that the Board of Directors may permit a transfer to a family trust or equivalent arrangement.
Resolution to authorise the Board of Directors to resolve on directed issue of Series C shares
The AGM resolved to authorise the Board of Directors, on one or more occasions until the next Annual General Meeting, to resolve on a new issue of Series C shares. With the deviation from the shareholders’ preferential rights, the new shares may be subscribed for by a bank or securities company at a subscription price corresponding to the quota value. The purpose of the authorisation and the reason for the deviation from the shareholders’ preferential rights is to ensure delivery of shares to participants under the Company’s outstanding incentive programs and secure liquidity for payment of social security charges as a result of the incentive programs.
Resolution to authorise the Board of Directors to resolve on repurchase of Series C shares and transfer of ordinary shares to participants under incentive programs
The AGM resolved to authorise the Board of Directors, on one or more occasions until the next Annual General Meeting, to resolve on the repurchase of Series C shares. Repurchases may only be made through an acquisition offer addressed to all holders of Series C shares and shall comprise all outstanding Series C shares. Acquisitions shall be made at a price corresponding to the quota value of the shares. The purpose of the repurchase is to ensure delivery of shares to participants under the Company’s outstanding incentive programs and to secure liquidity for payment of social security charges related to such incentive programs. The AGM further resolved to approve delivery of ordinary shares to participants under LTIP 2026 and the Chairman incentive scheme, and to authorise the Board of Directors to resolve on the transfer of own ordinary shares.
Resolution on amendment of the articles of association to enable consolidation of shares
The AGM resolved to amend the limits on the number of shares in § 5 of the articles of association from not less than 1,000,000,000 and not more than 4,000,000,000 to not less than 10,000,000 and not more than 40,000,000 in order to enable the consolidation of shares.
Resolution on consolidation of shares (reverse split 1:100)
The AGM resolved on a consolidation of the Company’s shares (reverse split 1:100), whereby the number of shares in the Company is reduced by combining one hundred (100) shares into one (1) share. The consolidation shall be carried out before the reduction of the Company’s share capital and is based on the current share quota value of SEK 0.13 per share, resulting in a new share quota value of SEK 13 per share. The Board of Directors was authorised to determine the record date and take the measures necessary to implement the consolidation. If a shareholder’s holding is not evenly divisible by one hundred (100), the excess shares shall pass into the ownership of the Company on the record date, be sold without undue delay at the Company’s expense through a securities institution, and the sale proceeds shall be distributed among the affected shareholders in proportion to their respective interests in the shares sold. If the consolidation is implemented, the AGM’s other resolutions shall be recalculated as applicable to adjust for the consolidation where the Board considers appropriate.
All resolutions requiring a qualified majority were adopted unanimously by the AGM.
The Board of Directors, or any person appointed by the Board, was authorised to make such minor adjustments to the resolutions under agenda items 12–20 as may be necessary in connection with registration with the Swedish Companies Registration Office and Euroclear Sweden AB.
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