Notice of Extraordinary General Meeting of NOTE AB (publ) on Monday 29 January 2024
The shareholders of NOTE AB (publ), corporate identity number 556408-8770 (”the Company” or ”NOTE” and together with its subsidiaries ”the Group”) are hereby invited to attend the Extraordinary General Meeting on Monday 29 January 2024 at 1:00 p.m. at City Life Konferens och Möten, Sveavägen 63, 113 59 Stockholm. Attendance registration at the meeting will commence at 12:30 p.m.
Right to participate in the General Meeting
Shareholders who wish to attend the meeting must
- be entered in the share register maintained by Euroclear Sweden AB on the record date, which is Friday 19 January 2024,
- to have notified the meeting of their attendance and any assistants by Tuesday 23 January 2024 at the latest.
Please note that the dates above refer to both shareholders attending in person and shareholders sending proxies in their place.
Notification can be made by e-mail, AGM@note-ems.com, or by telephone +46 8 568 990 00. Notification can also be made in writing to NOTE AB, Box 3691, SE-103 59 Stockholm, Sweden. The notification must state the name or company, personal or corporate identity number, number of shares, address, telephone number and, where applicable, details of deputies, representatives and advisors. The number of assistants may not exceed two.
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). For full information on how personal data is processed, see the Company's privacy policy: https://www.note-ems.com/wp-content/uploads/2023/03/NOTE-Privacy-policy_rev-5.pdf.
In order to be entitled to participate in the Meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of attendance at the Meeting, register the shares in his or her own name so that the shareholder is included in the presentation of the share register as of the record date, Wednesday 15 April 2026. Such registration may be temporary (so-called voting rights registration). Shareholders who wish to register their shares in their own name must, in accordance with the respective nominee's procedures, request that the nominee make such voting rights registration. Voting rights registration requested by shareholders in such time that the registration has been made by the relevant nominee no later than Friday 17 April 2026 will be taken into account in the preparation of the share register.
As of the date of this notice, the number of shares and votes in the Company amounts to 28,983,600. There is only one class of shares and the Company holds 500,000 own shares as of the date of this notice.
Ombudsmen
Shareholders represented by proxy must issue a dated and signed authorisation 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 authorisation document should be sent to the Company well in advance of the AGM by e-mail, AGM@note-ems.com, or by post to NOTE AB, Box 3691, SE-103 59 Stockholm, Sweden. The original proxy must also be presented at the Meeting.
Shareholders who do not wish to attend the meeting in person may authorise a proxy to exercise their voting rights. The proxy can be issued, for example, to the chairman of the meeting or another person whom the shareholder knows will attend the meeting. If the proxy is issued to the chairman of the meeting, the proxy must be combined with voting instructions so that the chairman of the meeting knows how to vote on the different items. If the proxy is not combined with voting instructions, the chairman will not be able to represent the shareholder at the meeting. The proxy should also be combined with voting instructions in other cases.
The Company will provide shareholders with proxy forms and blank voting instructions, which can be obtained at the Company's head office or on the Company's website, www.note-ems.com, no later than three weeks before the AGM.
DRAFT AGENDA
- Opening of the meeting.
- Election of chairman and minute-taker for the meeting.
- Drawing up and approval of the voting list.
- Approval of the agenda proposed by the Management Board.
- Election of one or two scrutineers.
- Examination of whether the meeting has been duly convened.
- Determination of the number of Board members elected by the General Meeting.
- Determination of the remuneration of the new Board member.
- Election of a new member of the Board of Directors.
- Closure of the meeting.
Nomination Committee proposals (points 2 and 7-9)
The Nomination Committee has consisted of Johan Hagberg (own holding), Egil Dahl (Vevlen Gård), Fredrik Hagberg (own holding and Myggenäs Gård) and David Zaudy (Cervantes Capital). The Chairman of the Nomination Committee has been Johan Hagberg.
Election of the Chair (item 2)
Johan Hagberg is proposed as Chairman of the meeting.
Determination of the number of Board members elected by the General Meeting (item 7)
The Board of Directors currently consists of four (4) ordinary members without deputies. The Nomination Committee proposes that the Board of Directors for the period until the end of the next Annual General Meeting shall consist of five (5) ordinary members without deputies. Employee representatives have not been included in this number.
Determination of remuneration for new Board member (item 8)
The Nomination Committee proposes that the newly elected Board member shall receive the same fee as the other Board members of the Company, i.e. SEK 160,000. The fee shall be adjusted pro rata based on the time from the election until the Annual General Meeting 2024.
Election of a new Board member (item 9)
For the period until the end of the next Annual General Meeting, the Nomination Committee proposes the election of Egil Dahl as a new Board member.
Short presentation by Egil Dahl:
Born: 1968
Education and training: BI Norwegian Business School - Economist.
Main occupation: CEO Vevlen Gård AS - Investment company.
Other board positions: Member of Bouvet AS.
Work experience: Co-founder of Platekompaniet AS - a former nationwide home entertainment chain. Private investor since 2008.
Holdings in NOTE*: 1 550 000
Independence from the company and its management: Yes. Yes
Independent in relation to the company's major shareholders: Yes
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 and reasoned statement regarding its proposal for the Board of Directors as well as other documents required under the Swedish Companies Act will be available at the Company at Sveavägen 52 in Stockholm and on the Company's website, www.note-ems.com, 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.
____________________
Stockholm in January 2024
The Board of Directors of NOTE AB (publ)