2010-03-08

Invitation to an Extraordinary General Meeting of NOTE AB (publ) on 7 April 2010

Shareholders are hereby invited to an Extraordinary General Meeting (EGM) of NOTE AB (publ), corporate identity number 556408-8770, at 2 p.m. on Wednesday 7 April 2010 at Danderyds Kontorshotell, Svärdvägen 21, Danderyd, Sweden.

Rights for participation at the Meeting
Shareholders that wish to participate in the Meeting should
– firstly, be included on the share register maintained by Euroclear Sweden AB as of 30 March 2010,

– secondly, notify the company of their intention to participate at the Meeting at the following address: NOTE AB, Box 711, 182 17 Danderyd, Sweden, or by telephone on + 46 (0)8 568 99000, or by e-mail: info@note.eu by no later than 4 p.m. on Tuesday, 30 March 2010. Notifications should state personal or corporate names, personal or corporate identification numbers, number of shares and addresses and telephone numbers.

For entitlement to participate at the Meeting, shareholders with nominee-registered holdings should temporarily re-register their shares in their own name in good time before 30 March 2010 through the agency of their nominee.

Shareholders that wish to bring one or two assistants should notify the company thereof in the time and manner applying to shareholders.

The number of shares and votes of the company amounts to 9,624,200 as of this date.

Proxy
Shareholders represented by proxy shall issue dated powers of attorney for their representatives. If the power of attorney is issued by a legal entity, a certified copy of the certificate of incorporation or corresponding documentation for the legal entity should be attached. The power of attorney and certificate of incorporation may not be more than one year old. The original power of attorney and potential certificate of incorporation should be submitted by mail to the company before the Meeting.

Business of the Meeting
1. Opening the Meeting.
2. Electing the Chairman and Secretary of the Meeting.
3. Preparing and approving the voting list.
4. Approval of the Board of Directors’ proposed agenda.
5. Election of one or two persons to verify the minutes.
6. Consideration of whether the Meeting has been duly convened.
7. Resolution on amendment of the Articles of Association.
8. Approval of the Board of Directors’ decision on a new share issue.
9. Closing the Meeting.

Resolution on amendment of the Articles of Association (point 7)
To enable the increase of the company’s share capital proposed in point 8 below, the Board of Directors is proposing that the Extraordinary General Meeting resolves that the share capital limits stated in the Articles of Association shall be changed from the current minimum of SEK 3,000,000 and maximum of SEK 12,000,000 to a minimum of SEK 4,500,000 and maximum of SEK 18,000,000. The Board of Directors also proposes that the Extraordinary General Meeting resolves that the limits for the number of shares stated in the Articles of Association shall be amended from the current minimum of 6,000,000 shares and maximum of 24,000,000 shares to a minimum of 9,000,000 shares and maximum of 36,000,000 shares.

Approval of the Board of Directors’ decision on a new share issue (point 8)
Approval of the Board of Directors’ decision on the issue of a maximum of 19,248,400 shares (each with a quotient value of SEK 0.50 per share), as a result of which, the company’s share capital may increase by a maximum of SEK 9,624,200.

Rights to subscribe for shares will be due to the company’s shareholders with preferential rights, whereby two (2) subscription rights shall be received for one (1) existing share. One (1) subscription right entitles the holder to subscribe for one (1) share. Shares that are not subscribed with preferential rights will be granted pursuant to the Board of Directors’ decision.

In this connection, granting will be firstly to persons that have subscribed for shares using subscription rights regardless of whether such person is a shareholder as of the record date or not, and upon over-subscription, granting will be pro rata with the number of subscription rights that such persons have exercised for subscribing for shares. Secondly, granting will be to persons that have provided notification to subscribe for shares without preferential rights, and upon over-subscription, granting shall be pro rata with their notified interest. Potential remaining shares will be granted to those persons that have guaranteed the new issue, with allocation in relation to the issue guarantees provided. To the extent that this is not possible, granting will be effected by drawing lots.

The record date for participation in the rights issue shall be 12 April 2010. Subscription for shares shall be in the period from 22 April 2010 to 6 May 2010, both dates inclusive. After the expiry of the subscription period, un-exercised subscription rights will be invalid and will be removed from Euroclear Sweden AB’s systems without notification by Euroclear Sweden AB. The new shares first confer entitlement to dividends on the record date for dividends that occurs immediately after the new issue has been recorded at the Swedish Companies Registration Office.

Documentation of the Meeting
The complete decisions of the Board of Directors and other documentation required according to the Swedish Companies Act will be available from the company at Vendevägen 85A, Danderyd, Sweden from 24 March 2010 onwards. Documentation will be sent to those shareholders that request this and state their personal or e-mail address.

_____________________

The Board of Directors
NOTE AB (publ)
Danderyd, Sweden, March 2010

More Press Releases