NOTICE OF ANNUAL GENERAL MEETING of NOTE AB (publ) on 18 April 2008
Shareholders are hereby invited to attend the Annual General Meeting of NOTE AB (publ), 556408-8770, on Friday 18 April 2008 at 11:00 a.m. at Salén Konferens, Norrlandsgatan 15, Stockholm.
Right to participate in the General Meeting
Shareholders who wish to attend the General Meeting shall
- be entered in the share register maintained by VPC AB no later than Friday 11 April 2008,
- give notice of their intention to attend the General Meeting to the company at the address NOTE AB (publ), Box 711, SE-182 17 DANDERYD, Sweden, or by telephone on +46 8 568 990 14, or by e-mail: info@note.eu no later than 16:00 on Monday 14 April 2008. The notification should 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 19 April 2012, 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.
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.
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.
7. Report on the work of the Board.
Presentation of the annual accounts and the auditors' report, as well as the consolidated accounts and the consolidated auditors' report.
9. decision
a) on the adoption of the profit and loss account and the balance sheet and the consolidated profit and loss account and the consolidated balance sheet
b) on the appropriation of the company's profit according to the adopted balance sheet,
(c) on the discharge of the members of the Board of Directors and the Managing Director.
10. Determination of the number of members of the Board of Directors and auditors elected by the General Meeting.
Determination of the remuneration of the Board of Directors and the auditors.
12. Choice of
(a) the Management Board,
b) auditors.
Adoption of the Nomination Committee's proposal for instructions for the Nomination Committee.
14. Resolution on the Board of Directors' proposal to authorise the Board of Directors to decide on new share issues.
15. Resolution on the Board of Directors' proposal to authorise the Board of Directors to decide on the acquisition and transfer of own shares.
16. Any other business that is incumbent on the meeting under the Companies Act or the Articles of Association.
17. Closure of the meeting.
The Nomination Committee
Ulf Strömsten (Catella Fonder AB), Chairman, Bruce Grant (Chairman of the Board of NOTE AB), Charlotta Faxén (Carnegie Fonder) and Kjell-Åke Andersson (representing own holdings) participated in the Nomination Committee.
Nomination Committee proposals (items 2, 10, 11, 12 and 13)
2. Mr Bruce Grant is proposed as Chairman of the meeting.
10. It is proposed that the Management Board should consist of seven members with no alternates.
It is proposed that an audit firm be appointed as auditor.
11. The Board's remuneration for the period up to and including the next Annual General Meeting is proposed to be
totalling SEK 810 000. The Board's fees are proposed to be distributed as follows: fees for the Chairman SEK 200,000, fees for the Vice Chairman SEK 150,000. The fees to other members are proposed to amount to SEK 100,000 per member. In addition, it is proposed that SEK 60,000 be allocated to members of committees as decided by the Chairman of the Board. Board members who are employed by the company shall not receive any board fees. Overall, this means that the level of fees is proposed to remain unchanged compared with the previous year, with some adjustment in the distribution between members. The auditor's fee is proposed to be paid on a current account basis.
12. a) Re-election is proposed of all Board members, i.e. Kjell-Åke Andersson, Arne Forslund, Håkan Gellerstedt, Bruce Grant, Göran Jansson, Hans Johansson and Per-Arne Sandström, with Bruce Grant as Chairman. Furthermore, it is proposed that Göran Jansson be elected as Vice Chairman with the specific task of assisting the Board and management in connection with issues relating to the future structure of the company.
12. b) New election is proposed of the auditing firm Öhrlings PricewaterhouseCoopers AB as
auditor. Proposed Magnus Brändström as principal and Anders
Mr Magnussen as co-signing auditor.
13. the Nomination Committee proposes that the Nomination Committee for the next Annual General Meeting be formed by the four largest shareholders, who wish to participate, each appointing a representative at least six months before the Annual General Meeting with the company's
Chairman of the Board of Directors included and as convener. Where one or more shareholders waive their right, the next largest shareholder shall be given the same opportunity.
The names of the four representatives shall be published as soon as they have been appointed.
The majority of the members of the nomination committee shall not be members of the board of directors and the managing director or any other member of the management shall not be a member of the nomination committee. The chairman of the nomination committee shall, unless the members agree otherwise, be the member who represents the largest shareholder in terms of votes. However, a member of the Board of Directors shall not be the Chairman of the Nomination Committee. The Nomination Committee's mandate runs until a new Nomination Committee is appointed.
A member shall leave the committee if the shareholder he represents is no longer one of the four largest shareholders. In the event that more than one member leaves the Nomination Committee for the above-mentioned reasons, the four largest shareholders shall appoint four representatives to the Nomination Committee. Unless there are special reasons, however, no changes shall be made to the composition of the Nomination Committee if only marginal changes in the number of votes have taken place or the change occurs later than two months before the Annual General Meeting.
Shareholders who have appointed a representative as a member of the Nomination Committee are entitled to dismiss such member and appoint a new representative as a member of the Nomination Committee. Changes in the composition of the Nomination Committee shall be announced as soon as they occur.
The Nomination Committee shall prepare a proposal for the Chairman of the General Meeting, the Board of Directors, the Chairman of the Board of Directors, the remuneration of the Board of Directors, the principles for appointing the Nomination Committee and, where applicable, auditors, and the remuneration of auditors, to be submitted to the Annual General Meeting (and, where applicable, the Extraordinary General Meeting) for decision.
At the request of the Nomination Committee, the Company shall provide personnel resources such as secretarial services to facilitate the work of the Nomination Committee. If necessary, the company shall also be able to pay reasonable costs for external consultants that the nomination committee deems necessary for the nomination committee to fulfil its assignment.
Proposal of the Management Board (points 14 and 15)
14. Authorisation for the Board of Directors to decide on new share issues
The Board of Directors proposes that the Board be authorised, for the period until the next Annual General Meeting, to decide on the issue of a maximum of 1,000,000 new shares, with or without preferential rights for current shareholders to subscribe for the issued shares. The basis for the subscription price shall be market value. The reason why it is proposed that the Board of Directors may decide on an issue with deviation from the shareholders' preferential rights is that it is desirable for the Board of Directors to be able to use the company's shares as a means of payment when purchasing companies or businesses. Payment for subscribed shares may be made either in cash, by set-off of claims or by contribution in kind.
15. Authorisation for the Board to decide on the acquisition and transfer of own shares
The Board of Directors proposes that the Board be authorised, for the period until the next Annual General Meeting, to decide to acquire a maximum number of shares so that the Company holds a maximum of 10 per cent of the registered number of shares in the Company after the acquisition, and to transfer the Company's own shares. The purpose of the proposed authorisation to repurchase shares is to give the Board of Directors greater scope for action in its work on the company's capital structure.
Documents for the General Meeting
Accounting documents, the auditor's report, the Board's complete proposals for resolutions, the Board's statement pursuant to Chapter 18, Section 4 of the Swedish Companies Act and other documents required under the Swedish Companies Act will be available at the company's offices at Vendevägen 85 A in Danderyd from 4 April 2008. The documents will be sent to shareholders who so request and state their postal address.
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Danderyd in March 2008
NOTE AB (publ)
The Board of Directors