Notice of Annual General Meeting of NOTE AB (publ)
Participation
Shareholders who wish to participate in the General Meeting shall
be entered in its own name in the share register maintained by VPC AB on Friday 16 April 2004,
give notice of their intention to attend the Annual General Meeting no later than 12.00 noon on Wednesday, 21 April 2004 to NOTE AB, Box 910, 761 29 NORRTÄLJE, Sweden, or by telephone +46 (0)176-799 03 (Mette Franek), fax +46 (0)176-178 79 (att. Mette Franek) or e-mail: info@note.se.
The notification should state the name, personal or company registration number, number of shares, address and telephone number. Authorisation documents, such as powers of attorney and registration certificates, should, where applicable, be submitted before the general meeting.
Shareholders whose shares are registered in the name of a nominee should, in good time before Friday 5 March 2004, 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.
Proposal for the agenda
1. opening of the meeting
2. Election of the Chairman of the General Meeting
3. drawing up and approval of the voting list
4. Approval of the agenda
4. Election of one or two persons to verify the minutes together with the President
Examination of whether the meeting has been duly convened.
7. Address by the Managing Director
Presentation of the annual accounts and the auditors' report, as well as the consolidated accounts and the consolidated auditors' report.
9. Decision on
a) adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet
(b) the appropriation of the company's profit or loss according to the adopted balance sheet
c) discharge from liability of the members of the Board of Directors and the Managing Director
11. Determination of fees for members of the Board of Directors and auditors
11. Decision on the number of members of the Board
12. Election of members of the Board of Directors and auditors
13. Resolution on authorisation for the Board of Directors to issue shares
14. Decision on nominating committee
15. Any other business
16. Closure of the meeting
Resolution on dividends (item 9b)
The Board of Directors proposes that no dividend be paid for the financial year 2003.
Resolution on authorisation to issue shares (item 13)
The Board of Directors proposes that the General Meeting authorises the Board of Directors, for the period until the next Annual General Meeting, to issue new shares on one or more occasions. The Board of Directors shall be able to decide on new share issues with deviation from the shareholders' preferential rights. The Board of Directors shall also be authorised to decide on the issue of new shares with the provision that the shares shall be subscribed for with a right of set-off or with
provision for a contribution in kind. The other terms and conditions shall be determined by the Board of Directors on the basis of the market situation prevailing at the time of the Board's decision on the issue.
The total amount by which the share capital may be increased pursuant to this authorisation may not, however, exceed SEK 1,500,000 (which corresponds to 3,000,000 shares after the split).
The reason why it should be possible to deviate from the preferential rights is that the company should be able to carry out acquisitions and directed issues on the capital market with the aim of raising capital for the company and/or spreading ownership.
The resolution of the General Meeting on item 7 shall be valid only if supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
Decision on the nomination committee (item 14)
The Board of Directors proposes that the General Meeting resolve to set up a Nomination Committee. The Chairman of the Board of Directors shall contact the major shareholders during the month of October each year with a view to establishing such a nomination committee. The Nomination Committee shall consist of three members. The Chairman of the Board shall be a member and the convener. It is intended that the members of the Committee will be announced in the third quarterly report. The Committee's task is to prepare and submit proposals to the General Meeting concerning, inter alia, the composition of the Board of Directors, the election of auditors and remuneration.
Documents
The accounting documents and the auditor's report will be available at the company's offices at Stockholmsvägen 59, Norrtälje, from Tuesday 13 April 2004. The Board of Directors' complete proposal for resolution regarding item 13 above will be available at the company's office from Tuesday 20 April 2004. The documents will be sent to shareholders who so request and state their postal address.
Norrtälje in March 2004
NOTE AB (publ)
The Board of Directors