Invitation to the Annual General Meeting of shareholders of NOTE AB (publ), 27 April 2010
The shareholders of NOTE AB (publ), corporate identity number 556408-8770, are hereby invited to attend the Annual General Meeting of Shareholders at 11:00 am on Tuesday, 27 April 2010 at Spårvagnshallarna, Birger Jarlsgatan 57A, Stockholm, Sweden.
Entitlement to participate in the Annual General Meeting
Shareholders wishing to participate at the Annual General Meeting of Shareholders shall:
– be registered in the share register maintained by Euroclear Sweden AB by no later than Wednesday, 21 April 2010,
– notify their intention to participate at the Annual General Meeting of Shareholders to NOTE AB, Box 711, 182 17 Danderyd, Sweden or by telephone on +46 (0)8 568 99000, or e-mail: email@example.com, by no later than 4:00 pm on Wednesday, 21 April 2010. Notifications shall include personal or corporate names, personal or corporate identity numbers, number of shares and address and telephone numbers.
For entitlement to participate in the Annual General Meeting, shareholders with nominee-registered holdings should temporarily re-register their shares in their own name in the share register through the agency of the nominee in good time prior to 21 April 2010.
Shareholders wishing to bring one or two assistants must notify the company thereof in the time and manner applicable for shareholders.
The number of shares and votes of the company amounts to 9,624,200 as of this date.
Shareholders represented by proxy must issue a dated power of attorney for the representative. If such power of attorney is issued by a legal entity, certified copies of the certificate of registration or equivalent authorisation must be submitted. Powers of attorney and registration certificates may not be more than one year old. Original powers of attorney and registration certificates should be submitted to the company by mail prior to the Annual General Meeting of Shareholders.
1. Opening the Meeting.
2. Electing a Chairman and a person to keep the minutes of the Meeting.
3. Preparation and approval of the voting list.
4. Approval of the Board of Directors’ proposed agenda.
5. Election of one or two people to verify the minutes.
6. Consideration of whether the Meeting has been duly convened.
7. Report on the work of the Board of Directors.
8. Submission of the annual accounts, audit report, consolidated accounts and the consolidated audit report.
a) on the adoption of the Income Statement and Balance Sheet and the Consolidated Income Statement and Consolidated Balance Sheet.
b) on the appropriation of the company’s profits or losses in accordance with the adopted Balance Sheet.
c) on discharging the members of the Board of Directors and the Chief Executive Officer from liability.
10. Establishing the number of Board Members to be elected by the Annual General Meeting.
11. Establishing remuneration to the Board of Directors and auditors.
12. Election of the Board of Directors
13. Establishing the Nomination Committee’s proposal for instructions for the Nomination Committee.
14. Establishing the guidelines for remunerating senior executives.
15. Other business due at the Meeting according to the Swedish Companies Act or the Articles of Association.
16. Closing the Meeting
Bruce Grant (representing Garden Growth Capital and Chairman of NOTE AB), Kjell-Åke Andersson (representing his own shareholdings), 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. Bruce Grant is proposed as Chairman of the Meeting
10. The Board of Directors is proposed to consist of six ordinary members without deputies.
11. Proposed directors’ fees for the period until the end of the next Annual General Meeting are a total of SEK 760,000. The proposal for allocating the Directors’ fees is as follows: fees for the Chairman SEK 200,000 and fees for other members SEK 100,000 per member. Additionally, SEK 60,000 is proposed for allocation between members of Committees pursuant to the Chairman of the Board’s decision. Board members employed by the company will not receive Directors’ fees. Overall, this implies that the proposed fee levels per member are unchanged in comparison with the previous year, although with the amendment that the total fees reduce by SEK 150,000 because fewer members have been proposed, and no increased fees are payable to the Deputy Chairman, if the Board decides to appoint such position. Auditors’ fees are proposed according to open account.
12. Re-election of the following Board members is proposed: Bruce Grant and Göran Jansson. Election of the following is proposed: Kjell-Åke Andersson, Stefan Charette, Henry Klotz and Peter Laveson, with Stefan Charette as Chairman.
13. The Nomination Committee shall be formed by each of the four largest shareholders that wish to participate appointing a representative, with the Chairman of the Board as convener, at least six months prior to the Annual General Meeting of shareholders. Where one or more shareholders decline this right, the next-largest shareholder will be offered the corresponding opportunity.
The names of the four representatives will be published as soon as they are appointed. The majority of the members of the Nomination Committee may not be Board members or the Chief Executive Officer, nor should any other member of the corporate management be a member of the Nomination Committee. Unless the members agree otherwise, the Chairman of the Nomination Committee will be that member representing the largest shareholder in terms of voting rights. However, a Board member may not be Chairman of the Nomination Committee. The Nomination Committee’s mandate runs until the appointment of a new Nomination Committee.
A member will leave the Nomination Committee if the shareholder they represent is no longer one of the four largest shareholders. In circumstances where more than one member leaves the Nomination Committee for the aforementioned reason, the four largest shareholders at that time will then appoint four representatives to the Nomination Committee.
However, unless there are special circumstances, no changes will occur to the Nomination Committee’s composition if only marginal changes to the number of votes have occurred, or if the change occurs earlier than two months prior to the Annual General Meeting.
Shareholders that have appointed a representative as a member of the Nomination Committee possess the right to dismiss such member and appoint a new representative as a member of the Nomination Committee. Changes to the composition of the Nomination Committee will be published as soon as they occur.
The Nomination Committee will prepare a proposal for a Chairman of the Meeting, Board of Directors, Chairman of the Board, Directors’ fees, principles for appointing the Nomination Committee, and where applicable, the auditors, and remuneration of auditors to be submitted to the Annual General Meeting (and where applicable, Extraordinary General Meeting) for resolution.
On demand from the Nomination Committee, the company will provide personnel such as secretarial functions for the Nomination Committee to facilitate the work of the Nomination Committee. Where necessary, the company will also bear reasonable costs for external consultants that the Nomination Committee considers necessary for the Nomination Committee to be able to perform its duties.
Board of Directors’ proposal (item 14)
14. The Board is proposing that the guidelines for remunerating senior executives as adopted by the AGM 2009 are adopted without amendment for 2010.
Documentation for the Meeting
The accounting records, Audit Report, the Board’s complete proposals and other documentation required according to the Swedish Companies Act will be available as of 13 April 2010 from the company at Vendevägen 85 A, Danderyd, Sweden. The documentation will be sent to those shareholders that so request and provide their postal or e-mail address.
The Board of Directors
NOTE AB (publ)