Notice to attend the Annual General Meeting of NOTE AB (publ) on 26 April 2006
Shareholders are hereby invited to attend the Annual General Meeting of NOTE AB (publ), 556408-8770,
Wednesday 26 April 2006 at 16.30 on the premises of Roslagens Sparbank,
Danskes Gränd 2, Norrtälje.
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
Thursday 20 April 2006,
- notify the company of their intention to attend the general meeting
at NOTE AB (publ), Box 910, 761 29 NORRTÄLJE, Sweden, or by
telephone 0176-799 00, or by fax 0176-178 79, or by e-mail:
info@note.se, by 16:00 on Friday 21 April 2006. When registering
should be the name or company name, personal or organisation number, the number of
shares, address and telephone number.
Shareholders whose shares are registered in the name of a nominee should, in good time before
on 20 April 2006, through the nominee, temporarily register
shares in their own name to be entitled to attend the meeting.
Shareholders wishing to be accompanied by one or two assistants must notify
within the time and in the manner applicable to shareholders.
Agents etc.
Shareholders represented by proxy must issue a dated power of attorney
of the authorised representative. If the power of attorney is issued by a legal person, a certified copy of
copy of the registration certificate or equivalent of the legal entity
is attached. The authorisation and the registration certificate must not be older than one
year. The original power of attorney and any registration certificate should be submitted before
be sent by post to the company.
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. Address by the President.
8. information on corporate governance
9. Presentation of the annual report and the audit report, and
consolidated accounts and consolidated audit report.
10th Decision
a) on the adoption of the profit and loss account and balance sheet and, where applicable
consolidated income statement and consolidated balance sheet.
b) on the appropriation of the company's profit or loss according to the
the adopted balance sheet.
c) record date for dividends
d) on the discharge of the members of the Board of Directors and the Managing Director.
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. Resolution on the introduction of an incentive programme and issue of
warrants.
16. Other matters.
17. Closure of the General Meeting.
PROPOSAL FOR A DECISION
Item 10 b-c); Resolution on appropriation of profits
The Board of Directors proposes that a dividend of SEK 0.50 per share be paid for
the financial year 2005.
The proposed record date for the dividend is Tuesday 2 May 2006. If the
the general meeting resolves in accordance with the proposal, the dividend
will be sent out via VPC AB starting on Friday 5 May 2006.
Decisions under paragraphs 11-13
The Nomination Committee convened in accordance with the ordinary
The 2005 Annual General Meeting has announced its intention to submit the following
proposal for a decision:
The number of members of the Board shall be five.
As remuneration to the Board for the period until the next Annual General Meeting
225,000 to the Chairman and SEK 75,000 to
member who is not employed by the company.
It is proposed that the auditor's fee be paid on a current account basis.
Mr Sten Dybeck is proposed for re-election as a member of the Board (without deputies),
Ulf Mikaelsson and Lennart Svensson and election of Arne Forslund and Curt
Lönnström.
Sten Dybeck re-elected as Chairman of the Board
At the Annual General Meeting in 2004, it was decided to appoint as ordinary auditor
elect the authorised public accountants Lennart Jakobsson and Anders Malmeby
as auditors of the company. All auditor elections were for a term of
four years. Accordingly, the election of auditors shall not take place at this
Annual General Meeting, but only at the Annual General Meeting in 2008.
Details of the proposed Board members and auditors are available
on the company's website: www.note.se.
Item 14; Resolution on amendment of the Articles of Association
The Board of Directors proposes that the General Meeting resolves to amend the Articles of Association
as follows.
Current wording New wording
§ 2: § 2:
The Board of Directors is based in Norrtälje The Board of Directors is based in Danderyds
municipality, Stockholm County. municipality, Stockholm County.
§ 5: § 5:
The share price shall be SEK 0.50 The number of shares in the company shall be
to at least 6,000,000 shares and
a maximum of 24,000,000 shares.
§ Section 6(2): Section 6(2):
Election of Board members applies for Board members are elected annually at
period from the date of the Annual General Meeting for the period until the end of
appointed until the end of the next Annual General Meeting.
the next ordinary general meeting.
§ 7: § 7:
The company shall have one or two The company shall have one or two
auditors, with or without auditors, with or without
deputy auditors, who are appointed at the deputy auditors, who are appointed at the
Ordinary General Meeting for the period of the Annual General Meeting.
until the end of the ordinary
general meeting of shareholders held during the
fourth financial year after
the election of auditors.
§ Section 8(3) and (4): Section 8(3) and (4):
Notice shall be given by public notice Notice shall be given by public notice
in the Post- och Inrikes Tidningar and in the Post- och Inrikes Tidningar and in the
Svenska Dagbladet or another Svenska Dagbladet.
specified national newspaper.
To participate in the General Meeting
In order to participate in the General Meeting, shareholders must be registered
the shareholder must be listed in a transcript or other representation
in the printout of the share register for the entire share register for
conditions ten days before conditions five working days before
the meeting, register with the meeting, and register with the company
the company no later than 4 p.m. on the day no later than 4 p.m. on the day specified in
as specified in the notice. The latter notice. The latter day may not
day must not be a Sunday, another Sunday, another public holiday,
public holiday, Saturday, Saturday, Midsummer Eve, Christmas Eve
Midsummer's Eve, Christmas Eve or New Year's Eve and not falling on
New Year's Eve and not earlier than the fifth working day before
earlier than the fifth working day before the meeting.
the meeting.
§ 9 first sentence and p 11: § 9 first sentence and p 11:
At the Annual General Meeting the following matters shall be dealt with
the following cases occur: occur:
11. other matters for which the 11. other matters for which the
the meeting under the Companies Act the meeting under the Companies Act
(1975:1385) or the Articles of Association. or the Articles of Association.
§ 11: § 11:
The person who, on the basis of the Company's shares, shall be
record date is entered in the register in a
in the share register or in the list of securities registers according to the law
according to Chapter 3, Section 12 of the Companies Act (1998:1479)
(1975:1385) shall be deemed authorised to financial instruments.
receive dividends and, in the case of
bonus issue, new share as
to shareholders and that
exercise shareholders' preferential rights
to participate in the issue.
The proposed amendments to the Articles of Association entail an adaptation of
the Articles of Association to the provisions of the new Companies Act (SFS
2005:551), which applies from 1 January 2006.
A valid resolution at the General Meeting requires the support of shareholders with more
more than two-thirds of both the votes cast and the votes represented at the general meeting
the shares represented.
Item 15; Resolution on the introduction of an incentive programme and issue of
warrants
The Board of Directors proposes that the General Meeting resolve to issue 200,000
warrants. The right to subscribe for the warrants shall, with
deviation from the shareholders' preferential rights, only to the wholly owned
subsidiary NOTE Components AB. The warrants carry the right to
during the period from registration with the Swedish Companies Registration Office up to and including
30 June 2009 to subscribe for new shares in NOTE AB at a price corresponding to 133
per cent of the price for each trading day for shares in the company on
Stockholm Stock Exchange O-list average last price paid
during the period from 26 April 2006 to 19 May 2006
2006. No compensation shall be paid for the warrants.
The warrants are to be used within the framework of a so-called incentive programme,
why the CEO and senior executives of the NOTE group shall be offered
to acquire them as securities on market terms.
The Board of Directors of NOTE AB intends to offer the CEO to acquire a maximum of 52,000
options and reserves the right to otherwise, upon recommendation
by the company's remuneration committee, determine which executives
shall be offered to acquire warrants and the number of
warrants to be offered in each individual case. The Board of Directors
members shall not be offered warrants.
Upon full exercise of all warrants, the share capital can be increased
by SEK 100,000. The dilution effect at full utilisation of the
all warrants represent approximately 2 per cent of the share capital and of
the number of votes. NOTE AB currently has no other securities-based
incentive programme.
The reason for the deviation from the shareholders' preferential rights is to give the
the executives concerned the opportunity to eventually become shareholders in NOTE AB.
This is expected to increase their commitment and motivation while
which further strengthens the sense of belonging to the company.
The resolution of the General Meeting regarding item 15 is valid only if it is supported by
by shareholders holding at least nine-tenths of both the votes cast and
the shares represented at the meeting.
Documents for the General Meeting
Financial statements and audit report and the Board of Directors'
complete proposals regarding items 14 and 15 above and the Board's
statement in accordance with Chapter 18, Section 4 of the Companies Act will from 12
April 2006 to be available at the company's offices with
address Stockholmsvägen 59 in Norrtälje. The documents will be sent to
shareholders who so request and state their postal address.
Norrtäljde in March 2006
NOTE AB (publ)
The Board of Directors
About NOTE
"Our business concept is to produce, close to our customers, electronics from
design to aftermarket."
NOTE is one of the leading Nordic contract manufacturers of electronics and
is established in Sweden, Finland, Estonia, Lithuania and Poland.
Net sales for 2005 totalled SEK 1,500 million and the number of
employees in the group amount to approximately 1100. Read more at www.note.se