Notice to attend the Annual General Meeting of NOTE AB (publ) on Thursday 24 April 2025

Shareholders are hereby invited to attend the Annual General Meeting of NOTE AB (publ), corporate identity number 556408-8770 (”The company”), on Thursday 25 April 2019 at 14.00 at Spårvagnshallarna, Birger Jarlsgatan 57 A, Stockholm. The registration of attendance at the Annual General Meeting will commence at 13.15.

Right to participate in the General Meeting
Shareholders who wish to attend the Annual General Meeting shall

- be entered in the share register maintained by Euroclear Sweden AB no later than Wednesday 17 April 2019,
- register with the Company no later than Wednesday 17 April 2019.

Notification can be made by e-mail, info@note.eu, or by telephone +46 8 568 990 00. Notification can also be made in writing to NOTE AB, Box 1285, SE-164 29 Kista, Sweden. Notification must state the shareholder's name or company, personal or corporate identity number, number of shares, address and telephone number. Shareholders who wish to be accompanied by one or two assistants should notify them in the same way.

Personal data obtained from the share register maintained by Euroclear Sweden AB, notification of and participation in the meeting and information about representatives, proxies and assistants will be used for registration, preparation of the voting list for the meeting and, where applicable, minutes of the meeting. Personal data will be processed in accordance with the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council) applicable from 25 May 2018. For full information on how personal data is processed, see the Company's privacy policy: https://www.note.eu/wp-content/uploads/2018/05/NOTE-Privacy-policy.pdf.

Shareholders whose shares are registered in the name of a nominee should, in good time before Wednesday 17 April 2019, temporarily register the shares in their own name through the nominee in order to be entitled to participate in the meeting.

The number of shares and votes in the Company amounts to 28,872,600 as of the date of this notice. The Company holds 1,000,000 own shares as of the date of this notice.

Ombudsmen
Shareholders represented by proxy must issue a dated power of attorney for the proxy. If the power of attorney is issued by a legal entity, the power of attorney must be signed by an authorised signatory and a copy of the certificate of registration or equivalent authorisation document for the legal entity must be attached. A copy of the power of attorney and any registration certificate or equivalent document of authorisation should be sent by post to the Company at Box 1285, SE-164 29 Kista, Sweden, well in advance of the meeting. The original proxy must also be presented at the meeting. A proxy form is available for download on the Company's website,

DRAFT AGENDA

1. Opening of the meeting.
2. Election of chairman and minute-taker for the meeting.
3. Drawing up and approval of the voting list.
4. Approval of the agenda proposed by the Management Board.
5. Election of one or two scrutineers.
6. Examination of whether the meeting has been duly convened.
7. Report on the work of the Board.
8. Presentation of the annual accounts and the auditors' report, as well as the consolidated accounts and the consolidated auditors' report.
9. Decision
   a) on the adoption of the profit and loss account and the balance sheet and the consolidated profit and loss account and the consolidated balance sheet 
   b. on the appropriation of the Company's profit or loss according to the adopted balance sheet,
   c. on the discharge of the members of the Board of Directors and the Managing Director. 
10. Determination of the number of directors and auditors elected at the annual general meeting.
11. Determination of the remuneration of the Board of Directors and the auditors.
12. Choice of
    a. Board of Directors, 
    b. auditors.
13. Adoption of the Nomination Committee's proposal for instructions for the Nomination Committee.
14. Adoption of the Board of Directors' proposal for guidelines for remuneration to senior executives.
15. Resolution authorising the Board of Directors to decide on the acquisition and transfer of own shares.
16. Resolution on authorisation for the Board of Directors to decide on a new share issue.
17. Closure of the meeting.

Nomination Committee proposals (items 2, 10, 11, 12 and 13)
The Nomination Committee of NOTE AB (publ), corporate identity number 556408-8770, (”The company”), has consisted of Johan Hagberg (own holdings), Martin Nilsson (Catella Fondförvaltning), Malin Björkmo (Handelsbanken Fonder) and Thomas Tang, (Mediuminvest A/S). The Chairman of the Nomination Committee has been Malin Björkmo.

Item 2 - Attorney Andreas Wirén is proposed as Chairman of the Meeting.

Item 10 - The Board of Directors is proposed to consist of seven (7) ordinary members without deputies. It is proposed that an audit firm be appointed as auditor.

Item 11 - Board fees and remuneration for committee work is proposed as follows (2018 fees in brackets)

• Chairman of the Board of Directors: SEK 255,000 (SEK 255,000),
• each of the other members of the Board: SEK 140,000 (SEK 140,000), 
• Chairman of the Audit Committee 65 000 (SEK 30 000),  
• member of the Audit Committee 35 000 (SEK 30 000), 
• Chairman of the Remuneration Committee SEK 20,000 (SEK 10,000) and 
• member of the Remuneration Committee SEK 10,000 (SEK 10,000).

In accordance with the Audit Committee's recommendation, it is proposed that auditors' fees be paid on a current account basis.

Item 12 a) - The following Board members are proposed for re-election: Anna Belfrage, Kaj Falkenlund, Johan Hagberg, Bahare Hederstierna, Claes Mellgren and Charlotte Stjerngren. It is proposed that Johan Hagberg be re-elected as Chairman of the Board.

Further information on the proposed Board members is available at www.note.eu.

Item 12 b) - Re-election is proposed, in accordance with the Audit Committee's recommendation, of the auditing firm Öhrlings PricewaterhouseCoopers AB (PwC) for the period until the end of the next Annual General Meeting. PwC has informed that in case PwC is re-elected, Niklas Renström will remain as auditor in charge.

Item 13 - The instruction for the Nomination Committee is proposed to be adjusted by removing the sentence ”However, a maximum of seven shareholders shall be contacted” from the instruction for the Nomination Committee adopted by the 2018 Annual General Meeting. Furthermore, a few editorial changes are proposed. New instructions for the Nomination Committee are proposed with the following wording.

The Nomination Committee shall be formed by the four largest shareholders in terms of voting rights as of 30 September who wish to participate, each appointing a member at least six months before the Annual General Meeting, with the Chairman of the Company's Board of Directors as convener. For the purpose of determining the four largest shareholders in terms of voting rights, a group of shareholders shall be deemed to constitute one shareholder if they have been grouped together in the Euroclear system. Where one or more shareholders renounce their right, the next largest shareholder shall be given the same opportunity. When shareholders are contacted, the Chairman of the Board shall set out the necessary rules of procedure, such as the last day for replying, etc. Otherwise, the Nomination Committee shall be subject to what applies from time to time under the Swedish Code of Corporate Governance. The names of the four members shall be published as soon as they are appointed.

The majority of the members of the nomination committee shall not be members of the board of directors and the managing director or any other member of the management shall not be a member of the nomination committee. The chairman of the nomination committee shall, unless the members agree otherwise, be the member who represents the largest shareholder in terms of votes. However, a member of the Board of Directors shall not be the Chairman of the Nomination Committee. The Nomination Committee's mandate runs until a new Nomination Committee is appointed.

If an owner is no longer among the four largest shareholders in the Company, its representative shall make its seat available, and shareholders who have become among the four largest shall be offered a seat on the Nomination Committee. Shareholders who have appointed a representative to the Nomination Committee are entitled to dismiss such member and appoint a new representative. If a representative leaves the Nomination Committee for any other reason before its work is completed, the shareholder who appointed the representative shall be given the opportunity to appoint a new representative. Changes in the nomination committee shall be publicised.

The Nomination Committee shall prepare a proposal for the Chairman of the Meeting, the Board of Directors, the Chairman of the Board of Directors, Board fees, instructions for the Nomination Committee and, where applicable, auditors, and auditors' fees to be submitted to the Annual General Meeting (and, where applicable, the Extraordinary General Meeting) for decision.

At the request of the Nomination Committee, the Company shall provide personnel resources such as secretarial services to facilitate the work of the Nomination Committee. If necessary, the company shall also be able to pay reasonable costs for external consultants that the nomination committee deems necessary for the nomination committee to fulfil its assignment.

The above principles for the appointment of the Nomination Committee and the Nomination Committee's assignment shall apply until the General Meeting decides to change them. It is the responsibility of the Nomination Committee to decide prior to the Annual General Meeting whether the Nomination Committee deems it necessary to propose to the Annual General Meeting that the principles in question be amended.

The Board of Directors' proposal for a resolution on the appropriation of the company's profit according to the adopted balance sheet
The Board of Directors proposes that the Company pays a dividend to the shareholders of SEK 0.70 per share with Monday 29 April 2019 as the record date. With this record date, Euroclear Sweden AB is expected to pay the dividend on Friday 3 May 2019.

The Board of Directors recalls that the Company's total profits, according to the balance sheet as of 31 December 2018, amount to SEK 52,943,119 and thus exceed the proposed total dividend amount of a maximum of SEK 20,210,820 by SEK 32,732,299.

The Board of Directors' proposal for guidelines for remuneration to senior executives (item 14)
The Board of Directors proposes that the General Meeting adopts the following (unchanged) guidelines for remuneration to senior executives for the period until the next Annual General Meeting. Senior executives are defined as the CEO and members of the Company's management team.

The fixed salary shall take into account the individual's responsibilities, experience and performance and shall be reviewed annually. Variable remuneration is dependent on the individual's fulfilment of quantitative and qualitative targets and can amount to a maximum of 100% of the fixed salary. In 2018, the variable remuneration for senior executives (six individuals) totalled approximately SEK 1 600 000.

The retirement age is 65 years. The company offers ITP-like benefits. Termination pay and severance pay for a senior executive shall not exceed a total of 24 months' remuneration.

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.

The Board of Directors' proposal for authorisation for the Board of Directors to decide on the acquisition and transfer of own shares
The Board of Directors proposes that the Annual General Meeting authorises 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 essentially the following terms:

Acquisitions may be made against cash payment on Nasdaq Stockholm or in accordance with an acquisition offer to all shareholders. Acquisitions may be made of a maximum number of shares so that the Company's own holding at any time does not exceed ten (10) per cent of all shares in the Company. Shares may only be acquired on Nasdaq Stockholm at a price within the price interval registered on Nasdaq Stockholm at any given time, meaning the interval between the highest bid price and the lowest ask price. Acquisitions in accordance with an acquisition offer as above shall be made at a price corresponding to the lowest market price at the time of the offer with a maximum deviation of twenty (20) per cent upwards.

Transfer of shares may take place on or outside Nasdaq Stockholm, with or without preferential rights for the shareholders and with or without provisions for contribution in kind or right of set-off. Such transfer may be made at a price within the registered price interval at any given time, meaning the interval between the highest bid price and the lowest ask price quoted on 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. Transfers in connection with corporate acquisitions may be made at a market value assessed by the Board.

The purpose of the above authorisations regarding 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.

In order to be valid, the above-mentioned proposal must be supported by shareholders representing at least two thirds (2/3) of both the votes cast and the shares represented at the meeting.

The Board of Directors' proposal for resolution on authorisation for the Board of Directors to decide on a new share issue (item 16)
The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors, on one or more occasions prior to the next Annual General Meeting, to resolve on a new issue of shares. By virtue of the authorisation, the maximum number of shares that may be issued by way of a new share issue shall correspond to ten (10) per cent of the total number of outstanding shares in the Company at the time of the AGM's resolution on the authorisation.

The authorisation shall include the right to decide on an issue against cash payment, payment in kind or payment through set-off. Issues against cash payment and set-off issues may be made with deviation from the shareholders' preferential rights provided that the issue is made on market terms.

The reason for the proposal and the possibility to derogate from shareholders' pre-emption rights is to allow for flexibility in connection with possible acquisitions or capital raisings in connection with acquisitions.

For a resolution under this paragraph to be valid, the proposal must be supported by shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the meeting.

Shareholders' right to request information
According to the Swedish Companies Act, the Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the Company, provide information at the meeting on circumstances that may affect the assessment of an item on the agenda and circumstances that may affect the assessment of the Company's financial situation.

Documents for the General Meeting
Accounting documents, the auditor's report, the Nomination Committee's proposals for resolutions, the reasoned statement regarding its proposals for the Board of Directors and auditor, information about the proposed Board members, the Board of Directors' complete proposals for resolutions and other documents required under the Swedish Companies Act will be available at the Company's offices at Borgarfjordsgatan 7 in Kista and on the Company's website, www.note.eu, no later than three weeks prior to the meeting. The documents will be sent free of charge to shareholders who so request and provide their postal address or e-mail address. All of the above documents will also be presented at the meeting.
  

Kista in March 2019
The Board of Directors of NOTE AB (publ)
  

About NOTE
NOTE is one of northern Europe's leading electronics manufacturing partners. NOTE manufactures printed circuit boards, 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 and China. Sales in the last 12 months were SEK 1,379 million, and the group has approximately 1 060. NOTE is listed on Nasdaq Stockholm. For more information, please visit www.note.eu.

This information is information that NOTE AB (publ) is obliged to make public pursuant to the rules for issuers on Nasdaq Stockholm. IThe information was submitted for publication on 25 March 2019 at 13:00 CET. 

Press release (PDF)