Notice to attend the Annual General Meeting of NOTE AB (publ) on 27 April 2010
Shareholders are hereby invited to attend the Annual General Meeting of NOTE AB (publ), 556408-8770, on Tuesday 27 April 2010 at 11:00 a.m. at Spårvagnshallarna, Birger Jarlsgatan 57 A, Stockholm.
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 Euroclear Sweden AB no later than Wednesday 21 April 2010,
- notify the company of their intention to attend the AGM at NOTE AB, Box 711,
182 17 DANDERYD, or by telephone +46 8 568 990 00, or by e-mail: info@note.eu no later than 16.00 on Wednesday 21 April 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 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.
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.
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 result 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 Board members elected at the Annual General Meeting.
11. Determination of the remuneration of the Board of Directors and the auditors.
12. election of the Management Board.
Adoption of the Nomination Committee's proposal for instructions for the Nomination Committee.
14. adoption of guidelines for remuneration to senior executives.
15. Any other business that is incumbent on the meeting under the Companies Act or the Articles of Association.
16. Closure of the meeting.
The Nomination Committee
Bruce Grant (representing Garden Growth Capital and Chairman of the Board of NOTE AB), Kjell-Åke Andersson (representing own holdings), Stefan Charette (representing Investment AB Öresund) and Ulf Strömsten (representing Catella Fondförvaltning), Chairman, 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 Board of Directors should consist of six full members with no alternates.
11. The Board's remuneration for the period up to and including the next Annual General Meeting is proposed to be
totalling SEK 760 000. The Board's fees are proposed to be distributed as follows: fees for the Chairman SEK 200,000 and fees for other members 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 fee level per member is proposed to be unchanged in comparison with the previous year, with the adjustment that the total fee is reduced by SEK 150,000 due to the fact that a smaller number of members are proposed and that no increased fee is paid to the Vice Chairman, if the Board chooses to appoint one. The auditor's fee is proposed to be paid on a current account basis.
12. the following Board members are proposed for re-election: Bruce Grant and Göran Jansson. New election is proposed for Kjell-Åke Andersson, Stefan Charette, Henry Klotz and Peter Laveson, with Stefan Charette as Chairman.
13. The Nomination Committee shall 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 Chairman of the Board of Directors as convener. Where one or more shareholders waive their right, the next largest shareholder shall be given a corresponding 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.
However, unless there are special reasons, 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 (point 14)
14. the Board of Directors proposes that the guidelines for remuneration of senior executives adopted at the 2011 Annual General Meeting be adopted without change for 2012.
Documents for the General Meeting
Accounting documents, the auditor's report, the Board of Directors' complete proposals for resolutions and other documents required under the Swedish Companies Act will be available at the company's offices at Vendevägen 85 A in Danderyd from 13 April 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 2009
NOTE AB (publ)
The Board of Directors