Notice to attend the Annual General Meeting of NOTE AB (publ) on 28 April 2011
Shareholders are hereby invited to attend the Annual General Meeting of NOTE AB (publ), 556408-8770, on Thursday 28 April 2011 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 20 April 2011,
- 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 20 April 2011. 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 28 872 600.
Proxy, authorisation etc.
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. A proxy form is available for download on the company's website, www.note.eu.
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.
Determination of the remuneration of the Board of Directors and the auditors.
12. Election of the Management Board.
13. adoption of guidelines for remuneration to senior executives.
14. Resolution to amend the Articles of Association.
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
NOTE's Nomination Committee consisted of Stefan Charette (representing Investment AB Öresund and Chairman of the Board of NOTE AB (publ)), Bruce Grant (representing Garden Growth Capital LLC and Board member of NOTE AB (publ)), Christer Sandberg (representing CLS Holdings plc) and Ulf Strömsten (representing Catella Fondförvaltning). Ulf Strömsten has been Chairman of the Nomination Committee.
Proposals of the Nomination Committee (points 2, 10, 11 and 12)
2. Stefan Charette is proposed as Chairman of the meeting.
10. It is proposed that the Board of Directors should consist of five 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 paid in total SEK 660,000, which is SEK 100,000 more than the previous year. 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. The auditor's fee is proposed to be paid on a current account basis.
12. the following Board members are proposed for re-election: Kjell-Åke Andersson, Stefan Charette, Bruce Grant and Henry Klotz. New election is proposed of Stefan Johansson. Stefan Charette is proposed as Chairman of the Board.
Proposal of the Management Board (point 13)
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.
Decision to amend the articles of association (item 14)
14. The Board of Directors proposes, in the light of the amendment to the Swedish Companies Act, to amend clause 8 of the Articles of Association, which means that the current rules on notice of General Meetings are amended. The proposed amendment means that notice shall be published in Post- och Inrikes Tidningar, be made available on the company's website and that the company shall advertise in Svenska Dagbladet that notice has been given. The amendment also entails a general update and adaptation to the Swedish Companies Act's changed rules on the time for convening extraordinary general meetings.
The Board proposes that paragraph 8 should read as follows:
In addition to the place where the company has its registered office, general meetings may be held in Stockholm.
Notice of an Ordinary General Meeting and an Extraordinary General Meeting at which an amendment to the Articles of Association is to be considered shall be given not earlier than six weeks and not later than four weeks before the meeting. Notice of any other extraordinary general meeting shall be given not earlier than six weeks and not later than three weeks before the meeting.
Notice of a general meeting shall be published in Post- och Inrikes Tidningar and on the company's website. At the same time as the notice is issued, the company shall advertise in Svenska Dagbladet that the notice has been issued. Should the publication of Svenska Dagbladet cease to be nationwide, an announcement shall instead be made in Dagens Industri.
In order to participate in the General Meeting, shareholders must be listed in a printout or other presentation of the entire share register of conditions five working days before the meeting and must register with the company no later than the day specified in the notice. The latter day may not be a Sunday, other public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve and may not fall earlier than the fifth weekday before the meeting.
Shareholders may be accompanied at the General Meeting by a maximum of two assistants, but only if the shareholder has given notice of this in accordance with the previous paragraph.
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 from 7 April 2011 at the company's offices at Vendevägen 85 A in Danderyd and on the company's website, www.note.eu. The documents will be sent to shareholders who so request and state their postal address or e-mail address.
________________________
Danderyd in March 2011
NOTE AB (publ)
The Board of Directors
About NOTE
NOTE's business concept is to offer manufacturing and logistics services for electronics-based products. NOTE is established in Sweden, Norway, Finland, the UK, Estonia and China. Sales for 2010 were SEK 1,211 m and the group has some 1,000 employees. For more information, please visit www.note.eu.