Bulletin from NOTE's Annual General Meeting on 26 April 2018
At the Annual General Meeting of NOTE AB (publ) on 26 April 2018, the Meeting passed resolutions including the following. The Board of Directors' complete proposals have previously been published and are available on the company's website, www.note.eu.
Adoption of the income statement and balance sheet and discharge from liability
The AGM decided to adopt the income statement and balance sheet of the company and the group as at 31 December 2017. The AGM also decided to discharge the members of the Board of Directors and the Managing Director from liability for their management of the company's affairs during the 2017 financial year.
Dividends
In accordance with the Board's proposal, the Annual General Meeting resolved to pay a dividend to shareholders of SEK 1.00 per share. The record date for entitlement to the dividend was set at Monday 30 April 2018 and payment from Euroclear Sweden AB is expected to be made on Friday 4 May 2018.
Board of Directors and auditor
The AGM resolved in accordance with the Nomination Committee's proposal that the Board of Directors shall consist of five ordinary members with no deputies and that the company shall have an auditing firm as auditor.
In accordance with the Nomination Committee's proposal, it was resolved that fees to the Board of Directors for the period up to and including the next Annual General Meeting shall be paid in a total amount of SEK 783,000 (excluding remuneration for committee work), of which SEK 255,000 to the Chairman of the Board and SEK 112,000 to the other Board members, and that fees to the auditor shall be paid on a current account basis. Furthermore, the Meeting resolved, in accordance with the Nomination Committee's proposal, to re-elect Kjell-Åke Andersson, Johan Hagberg, John Hedberg and Bahare Hederstierna as members of the Board of Directors of the company and to elect Johannes Lind-Widestam as a new member of the Board of Directors. John Hedberg was re-elected as Chairman of the Board.
The auditing firm Öhrlings PricewaterhouseCoopers AB (PwC), with Niklas Renström as auditor in charge, was re-elected in accordance with the Nomination Committee's proposal for the period until the end of the next Annual General Meeting.
Instructions for the Nomination Committee
The AGM resolved to adopt the Nomination Committee's proposed instructions for the Nomination Committee. According to the instructions, the Nomination Committee shall be formed by the four largest shareholders in terms of voting rights, who wish to participate, each appointing a member at least six months prior to the Annual General Meeting, with the company's Chairman of the Board as convener.
Guidelines for the remuneration of senior executives
The AGM resolved to adopt (unchanged) guidelines for remuneration to senior executives in accordance with the Board's proposal. Remuneration shall consist of a fixed salary, any variable remuneration and other customary pension. Variable remuneration is dependent on the individual's fulfilment of quantitative and qualitative targets and can amount to a maximum of 100 per cent of the fixed salary. The retirement age is 65 years. NOTE offers ITP-like benefits.
The Board of Directors shall be authorised to deviate from the above guidelines for remuneration in individual cases and if special reasons exist. If such a deviation occurs, information about this and the reason for the deviation shall be reported at the next Annual General Meeting.
Authorisation for the Board to decide on the acquisition and transfer of own shares
The Annual General Meeting resolved, in accordance with the Board of Directors' proposal, to authorise the Board of Directors, during the period until the next Annual General Meeting, on one or more occasions, to decide on the acquisition and/or transfer of the company's own shares on the following terms and conditions. Acquisitions may be made against cash payment on Nasdaq Stockholm or in accordance with an offer to all shareholders. Acquisitions may be made of a maximum number of shares so that the company's own holding does not exceed ten (10) per cent of all shares in the company at any time.
The Annual General Meeting further resolved, in accordance with the Board's proposal, to authorise the Board to decide on the transfer of the company's own shares on the following main terms. Transfer may only take place outside Nasdaq Stockholm. The number of shares that may be transferred shall not exceed ten (10) per cent of the total number of shares in the company, and transfers in connection with corporate acquisitions may be made at a market value assessed by the Board.
The purpose of the above authorisations for the acquisition and transfer of own shares is to enable the financing of business acquisitions through payment with own shares and to be able to continuously adapt the company's capital and share structure in order to contribute to increased shareholder value.
Resolution on Incentive Programme 2018/2021 and issue of warrants
The Meeting resolved in accordance with the proposal of the Board of Directors to adopt a long-term incentive programme for current and future members of the Group Management and key employees (”Incentive Programme 2018/2021”The incentive programme consists of an issue of up to 630,000 warrants.
The right to subscribe for warrants shall belong to the wholly owned subsidiary NOTE Components AB, which shall transfer the warrants to the participants. The transfer of warrants to the participants shall be made at a price corresponding to the market value of the warrant (the warrant premium). Upon full exercise of all warrants under the Incentive Programme 2018/2021, up to 630,000 shares, corresponding to approximately two (2) per cent of the total number of outstanding shares of the total number of outstanding shares and votes, may be issued. The calculation is based on the maximum number of shares and votes that may be issued divided by the total number of shares and votes after such issue.
For further information, please contact:
Per Ovrén, President and CEO, tel. 073-440 77 27
Henrik Nygren, Chief Financial Officer, tel. 070-977 06 86
About NOTE
NOTE is one of northern Europe's leading partners for electronics manufacturing. NOTE manufactures printed circuit boards (PCBA), sub-assemblies and complete products (box build). Its customer offering covers the whole product lifecycle, from design to after-sales. NOTE is established in Sweden, Finland, the UK, Estonia, Bulgaria and China. Sales in the last 12 months were SEK 3,687 million and the group has some 1,400 employees. NOTE is listed on Nasdaq Stockholm. For more information, please visit
NOTE AB (publ) is publishing this information in accordance with Nasdaq Stockholm's Rule Book for Issuers. The information was submitted for publication on 26 April 2018 at 17:00 CET.