Anoto Group AB Has Secured a USD 1,500,000 Convertible Investment Agreement and Announced the Reappointment of Hans Haywood as Group CFO and Pedro Pinto as Group CTO.

Anoto Group AB (publ) (“Anoto” or the “Company”) today announces that it has entered into a convertible investment agreement with Mark Stolkin and DDM Debt AB, two of its major shareholders. The investors will collectively contribute USD 1,500,000 in convertible debt. Upon conversion, Anoto will issue shares through one or more set-off share issues. The funds received will be used for general corporate purposes to support the execution of the Company’s business plan.

The maturity date for the convertible loans is December 28, 2024. The outstanding loan amount will accrue interest at a rate of 8.00 percent per annum, payable on either the loan’s maturity date or the date the loan amount is converted into ordinary shares in Anoto, whichever comes first.

Upon request by an investor, the outstanding loan amount, in full or in part, plus accrued interest, shall be converted into newly issued ordinary shares of the Company at a conversion price of SEK 0.42, which corresponds to the current quota value of the shares, and at a fixed exchange rate of 10.51 SEK/USD. However, in the event of a Qualified Financing Round, the outstanding loan amounts shall automatically be converted into newly issued ordinary shares of the Company at a conversion price corresponding to 75 per cent of the subscription price in the Qualified Financing Round and at a fixed exchange rate of 10.51 SEK/USD. A “Qualified Financing Round” means the occurrence of a rights issue in the Company made primarily for equity financing purposes against cash consideration or by way of set-off against outstanding debts owed by the Company, raising at least an aggregate amount of USD 2.3 million (or the equivalent in SEK), including participation from the Company’s existing shareholders but excluding advisory and arrangement fees, transaction costs and expenses.

Anoto will provide security for the loans under the convertible investment agreement and will consist of a first ranking floating charge in Anoto AB in the amount of SEK 20 million and a share pledge over Anoto AB’s shares in KAIT Knowledge AI Holdings Pte. Ltd.

Anoto has reappointed Hans Haywood as Group CFO and Pedro Pinto as Group CTO. Hans Haywood will also act as CEO of Anoto AB, a subsidiary of Anoto Group AB, and its subsidiaries.