Invitation to the Annual General Meeting of Shareholders of NOTE AB (publ), 28 April 2011
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 Thursday, 28 April 2011 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, 20 April 2011,
– 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: firstname.lastname@example.org, by no later than 4:00 pm on Wednesday, 20 April 2011. 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 20 April 2011.
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 28,872,600 as of this date.
Representatives, power of attorney etc.
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.
A form power of attorney is available for download at the company’s website, www.note.eu.
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 guidelines for remunerating senior executives.
14. Resolution on amendment of the Articles of Association.
15. Other business due at the Meeting according to the Swedish Companies Act or the Articles of Association.
16. Closing the Meeting.
The Nomination Committee of NOTE has consisted of Stefan Charette (representing Investment AB Öresund and Chairman 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). The Chairman of the Nomination Committee has been Ulf Strömsten.
Nomination Committee proposals (items 2, 10, 11 and 12)
2. Stefan Charette is proposed as Chairman of the Meeting.
10. The Board of Directors is proposed to consist of five 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 660,000, which is SEK 100,000 less than last year. 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. Auditors’ fees are proposed according to open account.
12. Re-election of the following Board members is proposed: Kjell-Åke Andersson, Stefan Charette, Bruce Grant and Henry Klotz. Election of Stefan Johansson is proposed. Stefan Charette is proposed as Chairman.
Board of Directors’ proposal (item 13)
13. The Board is proposing that the guidelines for remunerating senior executives as adopted by the AGM 2010 are adopted without amendment for 2011.
Resolution to amend the Articles of Association (item 14)
14. The Board of Directors proposes an amendment in section 8 of the Articles of Association, with effect that the rules for convening the shareholders’ meeting is adjusted in order to comply with the changes of the Companies Act (Sw. Aktiebolagslagen). The proposed change implicates that a notice to convene a shareholders’ meeting shall be published in the Official Swedish Gazette (Post- och Inrikes Tidningar) and on the company’s website, and that a notice shall be published in Svenska Dagbladet that a shareholders’ meeting has been convened. The proposed change also includes a general update and a change of the time to convene an Extraordinary General Meeting to comply with the changes in the Companies Act.
The Board of Directors proposes that section 8 shall be as follows:
Apart from the location of the registered office, a shareholders’ meeting may be held in Stockholm.
Notice of an Annual General Meeting and of an Extraordinary General Meeting where the issue of an amendment of the Articles of Association will be considered, shall be issued at earliest six weeks and at latest four weeks before the meeting. Notice of other Extraordinary General Meetings shall be issued at earliest six weeks and at latest three weeks before the meeting.
Notice to convene a shareholders’ meeting shall be published in the Official Swedish Gazette (Post- och Inrikes Tidningar) and on the company’s website. In connection herewith, the company shall publish a notice in Svenska Dagbladet that a shareholders’ meeting has been convened. Should Svenska Dagbladet cease to be a national newspaper, the announcement shall be published in Dagens Industri.
A shareholder shall, in order to be entitled to attend at the shareholders’ meeting, be listed on a transcript from the shareholder register as of five weekdays before the shareholders’ meeting as well as notify the company at latest at 4:00 pm on the day that follows from the notice. This day may not be a Sunday, public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve, and not be earlier than five weekdays before the shareholders’ meeting.
Assistants to shareholders may be brought to the shareholders’ meeting only if the shareholder has notified the company of the number of assistants, the maximum being two, no later than the day specified in the notice.
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 7 April 2011 from the company at Vendevägen 85 A, Danderyd, Sweden and at the company’s website, www.note.eu. 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)
NOTE’s business concept is to offer production and logistics services in electronics-based products. NOTE has a presence in Sweden, Norway, Finland, the UK, Estonia and China. In 2010, net sales were SEK 1,211 m; the group has approximately 1,000 employees. For more information, go to www.note.eu.