Notice of Extraordinary General Meeting of NOTE AB (publ) on 7 April 2010
Shareholders are hereby invited to attend the Extraordinary General Meeting of NOTE AB (publ), 556408-8770, on Wednesday 7 April 2010 at 2:00 p.m. at Danderyds Kontorshotell, Svärdvägen 21, Danderyd, Sweden.
Right to participate in the General Meeting
Shareholders who wish to attend the meeting shall
- be entered in the share register maintained by Euroclear Sweden AB as of 30 March 2010,
- give notice of their intention to attend the Meeting to the company at NOTE AB, Box 711, SE-182 17 DANDERYD, Sweden, or by telephone on +46 8 568 990 00, or by e-mail: info@note.eu no later than 16:00 on Tuesday 30 March 2010. The notification must state the name or company name, personal or corporate identity number, number of shares, address and telephone number.
Shareholders whose shares are registered in the name of a nominee should, in good time before 30 March 2010, temporarily register their shares in their own name through their nominee in order to be entitled to participate in the meeting.
Shareholders wishing to be accompanied by one or two assistants must give notice of their intention within the time and in the manner laid down for shareholders.
As of today, the number of shares and votes in the company amounts to 9,624,200.
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 power of attorney and the registration certificate must not be older than one year. The original power of attorney and any certificate of registration should be sent by post to the company before the meeting.
Issues
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.
7. decision to amend the articles of association.
8. Approval of the Board of Directors' decision on a new share issue.
9. Closure of the meeting.
Resolution on the amendment of the articles of association (item 7)
In order to enable the increase of the company's share capital proposed under item 8 below, the Board of Directors proposes that the Extraordinary General Meeting resolves that the limits of the share capital in the Articles of Association shall be changed from the current minimum of SEK 3,000,000 and maximum of SEK 12,000,000 to a minimum of SEK 4,500,000 and maximum of SEK 18,000,000. Furthermore, the Board of Directors proposes that the Extraordinary General Meeting resolves that the limits for the number of shares in the Articles of Association shall be changed from the current minimum of 6,000,000 shares and maximum of 24,000,000 shares to a minimum of 9,000,000 shares and maximum of 36,000,000 shares.
Approval of the Board of Directors' decision on new share issue (item 8)
Approval of the Board of Directors' resolution to issue a maximum of 19,248,400 shares (each with a quota value of SEK 0.50 per share), as a result of which the Company's share capital may increase by a maximum of 9,624,200.
The right to subscribe for shares shall be granted with preferential rights to the company's shareholders, whereby two (2) subscription rights shall be obtained for one (1) existing share. One (1) subscription right entitles to subscription of one (1) share. Shares not subscribed for with preferential rights will be allocated according to the Board of Directors' decision.
Allocation shall primarily be made to persons who have subscribed for shares by virtue of subscription rights, regardless of whether such persons were shareholders on the record date or not, and in the event of oversubscription, allocation shall be made pro rata in relation to the number of subscription rights that such persons have utilised for subscription of shares. Secondly, allotment shall be made to persons who have applied to subscribe for shares without preferential rights and, in the event of oversubscription, allotment shall be made pro rata in relation to their notified interest. Any remaining shares shall be allotted to the persons who have guaranteed the new share issue, with allocation in proportion to the issue guarantees provided. To the extent that this is not possible, allocation shall be made by drawing lots.
The record date for participation in the rights issue with preferential rights shall be 12 April 2010. Subscription of shares shall take place during the period from 22 April 2010 up to and including 6 May 2010. After the expiry of the subscription period, unexercised subscription rights will become invalid and will be deleted from Euroclear Sweden AB's system without notification from Euroclear Sweden AB. The new shares will entitle to dividends for the first time on the record date for dividends that occurs immediately after the new share issue has been registered with the Swedish Companies Registration Office.
Documents for the General Meeting
The complete resolutions of the Board of Directors and other documents required under the Swedish Companies Act will be available at the company's offices at Vendevägen 85 A in Danderyd from 24 March 2010. The documents will be sent to shareholders who so request and state their postal address or e-mail address.
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Danderyd in March 2010
NOTE AB (publ)
The Board of Directors