Notice of Extraordinary General Meeting of NOTE AB (publ) on 20 January 2017 - proposal for changes to the Board of Directors due to changes in ownership
Shareholders are hereby invited to attend the Extraordinary General Meeting of NOTE AB (publ), 556408-8770, on Friday
20 January 2017 at 10.30 a.m. at Best Western Hotel Danderyd, Vendevägen 87, Danderyd. Registration of attendance at the AGM will commence at 10.00 a.m.
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 no later than Saturday 14 January 2017,
- register with the company no later than Monday 16 January 2017. 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 711, SE-182 17 DANDERYD, 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.
Shareholders whose shares are registered in the name of a nominee should, in good time before 14 January 2017, temporarily register the shares in their own name through the nominee in order to be entitled to participate in the meeting.
As of today, the number of shares and votes in the company amounts to 28 872 600.
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, a certified copy of the certificate of registration or equivalent for the legal entity must be attached. The registration certificate must not be older than six months. The original power of attorney and any certificate of registration should be sent by post to the company before the meeting. A proxy form is available for download on the company's website, www.note.eu.
DRAFT AGENDA
1. opening of the meeting.
Election of chairman and minute-taker for the meeting.
3. drawing up and approval of the voting list.
Approval of the agenda proposed by the Management Board.
5. Election of one or two scrutineers.
Examination of whether the meeting has been duly convened.
Determination of the number of directors elected at the meeting.
8. fixing the remuneration of the Board of Directors.
9. Election of the Management Board.
10. Closure of the meeting.
The Nomination Committee
NOTE's Nomination Committee consisted of Kjell-Åke Andersson (own and family holdings), Fredrik Hagberg (own and company holdings), Johan Hagberg (own holdings) and Jonas Hagströmer (Creades AB). Jonas Hagströmer has been Chairman of the Nomination Committee.
Nomination Committee proposals (points 2, 7, 8 and 9)
2. Mr Peter Herlitz is proposed as Chairman of the meeting.
7. it is proposed that the Management Board should consist of five full members with no alternates.
8. The Board's fees for the period up to and including the next Annual General Meeting are proposed to be paid at an unchanged amount per member on an annual basis compared with the period since the previous Annual General Meeting. The Board's fees are proposed to be distributed on an annual basis as follows: fees for the Chairman SEK 300,000 and fees for other members SEK 100,000 per member. In addition, it is proposed that SEK 60,000 be allocated to committee members as decided by the Chairman of the Board. Board members are authorised to invoice fees from companies provided that this is cost-neutral for NOTE compared to receiving the remuneration as income from employment.
9. The following Board members are proposed for re-election: Kjell-Åke Andersson and Bahare Hederstierna. Johan Hagberg, John Hedberg and Per Ovrén are proposed for new election. John Hedberg is proposed as Chairman of the Board.
Bruce Grant, Stefan Johansson, Henry Klotz, Daniel Nyhrén Edeen and Kristian Teär have declined re-election.
Documents for the General Meeting
The Nomination Committee's proposals for resolutions and other documents required under the Swedish Companies Act will be available at the company's offices at Vendevägen 85 A in Danderyd and on the company's website, www.note.eu, no later than 23 December 2016. The documents will be sent to shareholders who so request and provide their postal address or e-mail address.
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The Board of Directors of NOTE AB (publ)
About NOTE
NOTE is one of northern Europe's leading manufacturing and logistics partners for the production of electronics-based products. 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 1,115 m and the group has some 1,000 employees. NOTE is listed on Nasdaq Stockholm. For more information, please visit www.note.eu.
NOTE AB (publ) is publishing this information in accordance with the Market Abuse Regulation and the rules for issuers on Nasdaq Stockholm. The information was submitted for publication at 15.00 CET on 23 December 2016.