Notice of Extraordinary General Meeting of NOTE AB (publ) Monday 21 January 2019

The shareholders are hereby invited to the Extraordinary General Meeting of NOTE AB (publ), corporate identity number 556408-8770 (”The company”), Monday 21 January 2019 at 11:00 at Advokatfirman Delphi, Mäster Samuelsgatan 17, Stockholm. The registration of attendance at the Extraordinary General Meeting will start at 10:30.

Right to participate in the General Meeting

Shareholders wishing to attend the Extraordinary General Meeting shall:

- be entered in the share register maintained by Euroclear Sweden AB by Tuesday 15 January 2019,
- register with the Company by Tuesday 15 January 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 is processed in accordance with the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council), which applies from 25 May 2018.

Shareholders whose shares are registered in the name of a nominee should in good time before Tuesday 15 January 2019, through the intermediary of the nominee, temporarily register the shares in their own name in order to be entitled to attend the meeting.

As of the date of this notice, the number of shares and votes in the Company amounts to 28,872,600. As of the date of this notice, the company holds 5,811 own shares in NOTE.

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. Determination of the number of directors elected at the meeting.  
8. Election of new members of the Board of Directors. 
9. The Board of Directors' proposal for a resolution on Incentive Programme 2019/2022 and issue of warrants. 
10. Closure of the General Assembly
      
    

Nomination Committee proposals (points 2, 7 and 8)

The Nomination Committee of NOTE AB (publ), corporate identity number 556408-8770, (”The companyhas 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 - Andreas Wirén is proposed as Chairman of the meeting.

Item 7 - It is proposed that the Management Board should consist of seven full members with no alternates.

Item 8 - Due to the fact that Johannes Lind-Widestam has been appointed President and CEO and thereby made his position available and that former Chairman of the Board John Hedberg left the Board on 31 July 2018, due to Creades AB (publ)'s sale of its previous holdings, the Nomination Committee submits the following proposal for election of Board members for the period until the end of the next Annual General Meeting. Anna Belfrage, Kaj Falkenlund, Claes Mellgren and Charlotte Stjerngren are proposed for election.

Johan Hagberg is proposed as Chairman. If the AGM decides in favour of the Nomination Committee's proposal, the Board will consist of Johan Hagberg, Kjell-Åke Andersson, Anna Belfrage, Kaj Falkenlund, Bahare Hederstierna, Claes Mellgren, Charlotte Stjerngren and Christoffer Skogh (employee representative).

The Nomination Committee further proposes that the Board fees to Anna Belfrage, Kaj Falkenlund, Claes Mellgren and Charlotte Stjerngren, in accordance with the resolution of the Annual General Meeting on 26 April 2018, shall continue to apply, entailing a Board fee of SEK 112,000 per member (on an annual basis). This means that a total Board fee of SEK 703,000 will be paid.

The Board of Directors' proposal for resolution on Incentive Programme 2019/2022 and issue of warrants (item 9)

The Board of Directors proposes that the Annual General Meeting resolves to introduce a long-term incentive programme (”Incentive programme 2019/2022”) for the Managing Director of the Company, Johannes Lind-Widestam (”The participant”The proposal for a resolution on an incentive programme has been submitted as the Board of Directors considers it important and in the interest of all shareholders to create even greater participation for the Participant in the Company's development.

In light of the above, the Board of Directors proposes that the Annual General Meeting resolves on the implementation of the Incentive Programme 2019/2022 and resolves on an issue of warrants as follows.

A. Issue of warrants

The board of directors proposes that the general meeting resolves on a directed issue of not more than 400,000 warrants, entailing an increase of the share capital upon full utilisation by not more than SEK 200,000. The resolution shall otherwise be subject to the following conditions.

1. The right to subscribe for the warrants shall, with deviation from the shareholders' preferential rights, belong to the Participant.
2. The reasons for the deviation from the shareholders' preferential rights are to introduce an incentive programme whereby the Participant, through its own investment, shall participate in and promote a positive value development of the Company throughout the period covered by the proposed incentive programme, and to enable the Company to retain competent and committed personnel.
3. The warrants shall be subscribed by the Participant at a price determined on the basis of an estimated market value of the warrants using the Black & Scholes valuation model (”Option premiums”) calculated according to the principles of Black & Scholes. The measurement period for the calculation of the Option Premium shall be from 21 January 2019 to 11 February 2019.
    
   Payment for allotted warrants shall be made in cash no later than 13 February 2019, however, the Board of Directors is entitled to extend the time for payment.
    
   
4. The right to receive warrants requires that the Participant enters into a special pre-emption agreement with the Company. Otherwise, the warrants are freely transferable.
5. Subscription of the warrants shall be possible from 12 February 2019 up to and including 13 February 2019. The Board of Directors is entitled to extend the subscription period.
6. Subscription of shares through the exercise of the warrants shall be possible from 10 February 2022 up to and including 3 March 2022, taking into account the insider legislation applicable from time to time. However, subscription of shares by virtue of warrants may not take place during such period when trading in shares in the Company is prohibited under Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation), or other equivalent legislation applicable at any given time.
7. Each warrant shall entitle to subscription of one (1) share in the Company at a subscription price of 130 per cent of the volume weighted average of the quoted prices paid (according to the price list on Nasdaq Stockholm where the Company's share is listed) for the share in the Company during the period from 21 January 2019 up to and including 11 February 2019 (however, not lower than the share's quota value of SEK 0.5). Days without a quoted price paid shall not be included in the calculation.
8. The usual conversion terms shall apply to the warrants.

C) Details of the issue and transfer

1. Dilution

   Upon full exercise of all warrants under the Incentive Programme 2019/2022, up to 400,000 shares (subject to possible recalculation), corresponding to approximately one (1) per cent 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. Upon full subscription, the Company's share capital will increase by SEK 200,000.

   Together with outstanding warrants in the 2017/2020 and 2018/2021 warrant programmes, the total dilution corresponds to approximately five (5) per cent of the total number of outstanding shares and votes.

2. Calculation of the market value
     
   The expected level of volatility in the valuation of the warrants has been assessed by the Board of Directors to currently be around 28 per cent. At an estimated future volatility level during the term of the warrants at the corresponding level and assuming that the average value of the Company's shares during the period for the valuation of the warrants amounts to SEK 22, whereby the subscription price for the warrants will amount to SEK 28.60 and taking into account the Company's dividend policy, the value per warrant will be SEK 1.11 according to the Black & Scholes valuation model. The Board of Directors' valuation of the warrants will be reviewed by the independent valuation institute PwC.

3. Costs for the Company and impact on key figures etc.
    
   The Incentive Programme is expected to have a marginal effect on the Company's earnings per share. Given that the warrants shall be transferred at market price, no special social security contributions will arise for the Company in connection with the transfer of the warrants to the Participant.
    
   The total costs, including other costs for the Incentive Programme 2019/2022, in the form of fees to external advisors, valuation, own work and for practical management of the incentive programme are estimated to amount to approximately SEK 200,000 during the term of the incentive programme.

4. Preparation of the case
     
   The principles for the Incentive Programme 2019/2022 have been prepared by the Board of Directors (also the Company's Remuneration Committee), with the support of external advisors. The Board of Directors has subsequently decided to submit this proposal to the Extraordinary General Meeting. It is noted that Johannes Lind-Widestam has not participated in the handling of or decisions regarding the formulation of the terms and conditions or other matters related to the Incentive Programme 2019/2022.

5. Outstanding programmes
    
   The Company has two (2) outstanding warrant programmes; 2017/2020 and 2018/2021.
     
   The Annual General Meeting held on 20 April 2017 approved the Board's proposal regarding the incentive programme for key employees, as well as a resolution on the issue of 600,000 warrants 2017/2020 and a resolution to approve the transfer of warrants. Upon full subscription with the support of all warrants, 600,000 new shares can be issued, which corresponds to a dilution of approximately two (2) per cent of the total number of shares and votes in the Company. 600,000 warrants have been subscribed. The subscription price was set at SEK 23.30 per share.
     
   The Annual General Meeting held on 26 April 2018 approved the Board of Directors' proposal regarding an incentive programme for Group Management and other key employees, as well as a resolution to issue a maximum of 630,000 warrants 2018/2021 and a resolution to approve the transfer of warrants. The subscription price was set at SEK 29.00 per share. 380,000 warrants have been subscribed. Upon full subscription with the support of all warrants, 380,000 new shares can be issued, which corresponds to a dilution of approximately one (1) per cent of the total number of shares and votes in the Company.
     
   The Company has no other outstanding warrant programmes.

C. Authorisations and decision-making rules   
  
The Board of Directors, or the person appointed by the Board of Directors, is authorised to make the minor adjustments required for the registration of the resolution with the Swedish Companies Registration Office.
  
A resolution in favour of this proposal requires the support of shareholders representing at least nine-tenths (9/10) 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.

Documents for the General Meeting
The Nomination Committee's proposal for resolution, reasoned statement regarding its proposal for the Board of Directors, information about the proposed Board members, the Board of Directors' complete proposal for resolution and other documents required under the Swedish Companies Act will be available at the Company 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 to shareholders who so request and state their postal address or e-mail address. All of the above documents will also be presented at the meeting.

Kista in December 2018

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 1,307 m, and the group has approximately 1 050. 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 regulatory framework for issuers on Nasdaq Stockholm. IThe information was submitted for publication on 19 December 2018 at 09:30 CET.

Press release