Notice to attend the Annual General Meeting of NOTE AB (publ) on 25 April 2007
Shareholders are hereby invited to attend the Annual General Meeting of NOTE AB (publ), 556408-8770, on Wednesday 25 April 2007 at 5:00 p.m. at the premises of Roslagens Sparbank, Danskes Gränd 2, Norrtälje.
Right to participate in the General Meeting
Shareholders who wish to attend the Annual General Meeting shall
- be entered in the share register maintained by VPC AB no later than Thursday 19 April 2007,
- give notice of their intention to attend the AGM to the company at the address NOTE AB (publ), Box 711, SE-182 17 DANDERYD, Sweden, or by telephone on +46 8 568 990 01, or by e-mail: info@note.se, no later than 4:00 p.m. on Friday 20 April 2007. 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 must, in good time before 19 April 2007, 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.
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
2. Election of the Chairman of the General Meeting
3. drawing up and approval of the voting list
4. Approval of the agenda
5. Election of one or two scrutineers
Examination of whether the meeting has been duly convened.
7. Report on the work of the Board and its committees
8. 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.
10th 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 and the adopted consolidated balance sheet and on the record date for the distribution of profits
c) on the discharge of the members of the Board of Directors and the Managing Director for the period covered by the accounts
11. Determination of the number of Board members to be elected at the Meeting
Determination of the remuneration of the Board of Directors and the auditors.
13. Election of Board members and Chairman of the Board
14. Resolution to amend the Articles of Association
15. Decision on the establishment of a nomination committee
16. Resolution on the introduction of guidelines for remuneration to senior executives
17. other matters
18. Closure of the Annual General Meeting
PROPOSAL FOR A DECISION
Allocation of profits (paragraph 10 b)
The Board of Directors proposes that a dividend of SEK 2.25 per share be paid for the 2006 financial year.
Monday 30 April 2007 is proposed as the record date for the dividend. If the Annual General Meeting resolves in accordance with the proposal, the dividend is expected to be distributed via VPC AB starting on Friday 4 May 2007.
Board of Directors, Chairman of the Board and remuneration of the Board and auditors (items 11-13)
The Nomination Committee appointed by the 2004 Annual General Meeting has announced its intention to propose the following resolutions:
The number of members of the Board shall be five.
It is proposed that SEK 250,000 be paid to the Chairman and SEK 100,000 to a member who is not employed by the company, and that a maximum of SEK 60,000 be set aside for committee work within the Board. Fees to the auditor are proposed to be paid on a current account basis.
It is proposed that Sten Dybeck, Curt Lönnström, Ulf Mikaelsson and Lennart Svensson be re-elected as Board members for the period until the next Annual General Meeting and that Eero Leskinen be elected as a new member. Arne Forslund has declined re-election. Following the Nomination Committee's proposal announced on 2 November 2007, Kaj Samlin declined re-election after accepting the position as new CEO of NOTE AB. Magnus Dybeck has also declined re-election.
Eero Leskinen, born in 1956, holds a degree in civil engineering. He is the CEO of the Finnish Isku Yhtmä Oy Group and has previously worked for the Assa Abloy Group in Finland, Denmark and Germany. Mr Leskinen is Chairman of the Board of Isku Group Companies and a member of the Board of the investment company Sentica Partners Oy.
It is proposed that the Meeting elect Curt Lönnström as Chairman of the Board. Sten Dybeck has declined re-election as Chairman of the Board.
At the Annual General Meeting in 2004, it was decided to elect the authorised public accountants Lennart Jakobsson and Anders Malmeby as auditors of the company. All auditor elections were for a term of office of four years. For this reason, the election of auditors will not take place at this Annual General Meeting, but only at the Annual General Meeting in 2008.
Details of the proposed directors and auditors are available on the company's website: www.note.se.
Amendment of the articles of association (item 14)
The Board of Directors proposes that the General Meeting resolves to amend the company's Articles of Association by changing the wording of the first paragraph of item 8 as follows.
Current wording
The General Meeting shall be held in Norrtälje or Stockholm
New wording
In addition to the place where the Board of Directors has its registered office, the Annual General Meeting may be held in Stockholm or Norrtälje.
A valid resolution at the Annual General Meeting requires the support of shareholders representing more than two-thirds of both the votes cast and the shares represented at the meeting.
Establishment of a nomination committee (item 15)
The Nomination Committee proposes that the General Meeting resolves to establish a Nomination Committee according to the following principles.
The nomination committee shall consist of one representative of each of the three largest shareholders. The names of the members of the Nomination Committee and the shareholders they represent shall be announced no later than six months before the Annual General Meeting and shall be based on the known ownership immediately before the announcement. The Nomination Committee's term of office extends until a new Nomination Committee is appointed. The chairman of the nomination committee shall be the member representing the largest shareholder, unless the members of the nomination committee agree otherwise.
If a shareholder is no longer one of the three largest shareholders, its representative must make his seat available, and shareholders who have become one of the three largest shareholders must be offered a seat on the company's nomination committee. However, marginal changes need not be taken into account. Shareholders who have appointed a representative to the nomination committee have the right to dismiss such member and appoint a new representative. Changes in the nomination committee shall be published on the company's website.
The Nomination Committee shall prepare proposals on the following matters for decision by the General Meeting:
a. proposal for chairman of the annual general meeting
b. proposal for the board of directors
c. proposal for chairman of the board
d. proposals for Board fees, with a breakdown between the Chairman and other members of the Board and any remuneration for committee work
e. proposal for auditors
f. proposal for the remuneration of the company's auditors
g. any proposals for changes in the procedure for appointing the nomination committee
The Company shall bear reasonable costs deemed necessary by the Nomination Committee to enable it to fulfil its task.
Guidelines on remuneration of senior executives (item 16)
Senior management refers to the CEO and members of the management team of NOTE AB.
The Remuneration Committee of NOTE AB is responsible for preparing guidelines on remuneration to senior executives, such as fixed salary, variable remuneration and other incentive programmes. The Remuneration Committee consists of the Chairman of NOTE AB and one Board member. The CEO of NOTE AB and the HR Director also participate.
The fixed salary shall take into account the individual's responsibilities, experience and performance and shall be reviewed annually.
Variable remuneration depends on the individual's fulfilment of quantitative and qualitative targets. For the CEO, variable remuneration can amount to a maximum of 30% of the fixed salary. For other senior managers, the variable remuneration varies depending on the position and contract and can range from 5 to 30 per cent of the fixed salary.
The retirement age is 65 years. NOTE offers ITP-like benefits.
The total of termination pay and severance pay for an executive shall not exceed 12 months' remuneration.
The Board of Directors may depart from these guidelines if there are special reasons for doing so in an individual case.
Documents for the General Meeting
The accounting documents and the auditors' report, as well as the Board of Directors' complete proposals regarding items 14 and 16 above and the Board of Directors' statement in accordance with Chapter 18, Section 4 of the Swedish Companies Act, will be available at the company's office at Vendevägen 85 A in Danderyd from 11 April 2007. The documents will be sent to shareholders who so request and state their postal address.
Danderyd in March 2007
NOTE AB (publ)
The Board of Directors