Notice to attend the Annual General Meeting of Shareholders in NOTE AB (publ), April 26, 2006
The Shareholders of NOTE AB (publ), 556408-8770, are hereby given notice
to attend the Annual General Meeting of Shareholders on Wednesday April
26, 2006, at 4:30 pm at the offices of Roslagens Sparbank, Danskes Gränd
2, Norrtälje.
Right to participate in the Annual General Meeting
Shareholders wishing to participate at the Annual General Meeting of
Shareholders must:
– be registered in the share register maintained by VPC AB not
later than Thursday, April 20, 2006,
– have notified their intention to participate at the Annual
General Meeting of Shareholders to NOTE AB (publ) at the address, Box
910, 761 29 NORRTÄLJE, or by telephone 0176-799 00, or telefax 0176-178
79, or via e-mail: info@note.se, not later than 4:00 pm on Friday April
21, 2006. Upon notification, the name or company, personal
identification number or corporate identity number, number of shares and
address and telephone numbers should be given.
To have the right to participate in the Annual General Meeting,
shareholders whose shares are nominee-registered must, in ample time
prior to April 20, 2006, ensure that the nominee temporarily registers
the shares in the shareholder’s own name in the share register.
Shareholders who wish to bring one or two assistants shall make
notification thereof within the time and in that manner which applies
for shareholders.
Proxies, etc.
Shareholders represented by proxy shall issue a dated power of attorney
for the representative. If a proxy is issued by a legal entity, attested
copies of the certificate of registration or equivalent authorisation
shall be submitted. Proxies and registration certification shall not be
more than twelve months old. Proxies in the original, as well as
possible certificate of registration shall be submitted to the company
by mail in ample time prior to the Annual General Meeting of
Shareholders.
PROPOSED AGENDA
1. Opening of the meeting.
2. Election of a Chairman for the meeting.
3. Preparation and approval of the voting register.
4. Approval of the agenda.
5. Election of one or two persons to attest the minutes.
6. Determination whether the meeting has been duly convened.
7. Statement by the Managing Director.
8. Information regarding administration of the company
9. Submission of the annual accounts and consolidated accounts and
report of the auditor.
10. Resolution regarding
a) the adoption of the income statement and balance sheet, and where
appropriate, the consolidated income statement and consolidated
balance sheet.
b) the disposition of profits or losses in accordance with the adopted
balance sheet.
c) record date for distribution of dividends
d) releasing the members of the Board of Directors and the Managing
Director from liability.
11. Determination of the number of Board Members that will be elected
at the meeting.
12. Determination of remuneration to the Board of Directors and
auditors.
13. Election of the Board of Directors and the Chairman of the Board.
14. Amendments to the Articles of Association.
15. Determination regarding the introduction of an incentive program
and the issue of subscription options.
16. Other business.
17. Closing of the meeting.
PROPOSED RESOLUTIONS
Point 10 b-c); Determination regarding disposition of profits
The Board of Directors proposes that a dividend of SEK 0.50 per share be
paid for the fiscal year 2005.
The proposed record date for payment of the dividend is May 2, 2006. If
the Annual General Meeting adopts this proposal, it is expected that the
dividend will be paid via VPC AB beginning on Friday, May 5, 2006.
Determination in accordance with points 11-13
The Nomination Committee, which was convened in accordance with the
Annual General Meeting for 2005, has given notice that it intends to
propose the following:
The number of Board members shall total five.
Remuneration to the Board of Directors for the time until the next
Annual General Meeting is held is proposed as follows: SEK 225,000 to
the Chairman of the Board and SEK 75,000 to Board members that are not
employed by the company.
Remuneration to auditors is proposed to be paid in accordance with
current accounts.
It is proposed that Sten Dybeck, Ulf Mikaelsson and Lennart Svensson be
re-elected to the Board (without deputies) and that Arne Forslund and
Curt Lönnström be newly elected and that Sten Dybeck be re-elected as
Chairman of the Board
At the Annual General Meeting 2004, it was determined that authorized
accountants, Lennart Jakobsson and Anders Malmeby, be elected as
auditors for the company. All auditor elections referred to a mandate
period of four years. For that reason, election of auditors will not be
carried out at this Annual General Meeting, but will occur at the Annual
General Meeting 2008.
Information about the proposed Board members and auditors is available
on the company’s website: www.note.se.
Point 14; Determination regarding changes to the Articles of Association
The Board of Directors proposes that the Annual General Meeting resolve
to make changes to the Articles of Association in accordance with the
following.
Present wording New wording
§ 2: § 2:
The Board of Directors shall have The Board of Directors shall have
its registered office in the its registered office in the
municipality of Norrtälje, municipality of Danderyd, Stockholm
Stockholm county. county.
§ 5: § 5:
Each share shall have a par value The number of shares in the company
of SEK 0.50. shall total no less than 6,000,000
shares and no more than 24,000,000
shares.
§ 6 paragraph 2: § 6 paragraph 2:
The terms of the elected board Board members will be elected
members shall last from the General annually at the Annual General
Meeting at which they were Meeting for a term lasting until the
appointed until the closing of the closing of the next Annual General
next Annual General Meeting. Meeting.
§ 7: § 7:
The Company shall have one or two The company shall have one or two
auditors, with or without deputy auditors, with or without deputy
auditors, who shall be appointed by auditors, which will be appointed at
the Annual General Meeting for the the Annual General Meeting.
term until the closing of the
Annual General Meeting held during
the fourth fiscal year following
auditor selection.
§ 8 paragraphs 3 and 4: § 8 paragraphs 3 and 4:
Notice to convene shall be issued Notice to convene shall be issued by
by publishing an announcement in publishing an announcement in the
the Official Swedish Gazette [Post- Official Swedish Gazette [Post- och
och Inrikes Tidningar] and in Inrikes Tidningar] and in Svenska
Svenska Dagbladet or another Dagbladet.
national daily newspaper.
To participate in a General Meeting,
To participate in a General a shareholder must both be included
Meeting, a shareholder must both be in the transcript from the share
included in the transcript from the register as of five business days
share register as of ten days before the Annual General Meeting
before the General Meeting and and furnish notice to the Company
furnish notice to the Company by no not later than 4 p.m. on the date
later than 4 p.m. on the date specified in the meeting notice.
specified in the meeting notice. Said date may not fall on a Sunday
Said date may not fall on a Sunday or other public holiday, a Saturday,
or other public holiday, a Midsummer’s Eve, Christmas Eve or
Saturday, Midsummer’s Eve, New Year’s Eve, nor may it fall
Christmas Eve or New Year’s Eve, earlier than the fifth business day
nor may it fall earlier than the before the meeting.
fifth business day before the
meeting.
§ 9 First sentence and paragraph § 9 First sentence and paragraph 11:
11: The Annual General Meeting shall
The Annual General Meeting shall transact the following business:
transact the following business:
11. Any other business pertinent to
11. Any other business pertinent to the Annual General Meeting in
the meeting pursuant to the Swedish accordance with the Swedish
Companies Act (1975:1385) or the Companies Act or the Articles of
Articles of Association. Association.
§ 11: § 11:
Only persons who are, as of the The company’s shares shall be
established record date, entered in registered in a share register in
the share register or special list accordance with the law (1998:1479)
as specified Chapter 3, § 12 of the regarding the account management of
Swedish Companies Act (1975:1385) financial instruments.
shall be considered authorized to
receive dividends and, in the event
of a bonus issue, to receive new
shares to which shareholders are
entitled, and to exercise
shareholders’ preferential rights
to participate in share issues.
The proposed changes to the Articles of Association entail an adaptation
of the Articles of Association to provisions in the new Swedish
Companies Act (SFS 2005:551), which are in effect from January 1, 2006.
For resolutions to be valid, it is required that representatives of
shareholders at the Annual General Meeting have more than two-thirds of
both the stated voting rights and represented shares.
Point 15; Determination regarding the introduction of an incentive
program and the issue of subscription options
The Board of Directors proposes that the Annual General Meeting resolve
to issue 200,000 subscription options. The right to subscribe to the
subscription options shall, with the exception of shareholders’
preferential rights, only be for the wholly owned subsidiary, NOTE
Components AB. The subscription options provide the right, from the time
of registration with the Swedish Companies Registration Office through
June 30, 2009, to subscribe for new shares in NOTE AB at a price
equivalent to 133 percent of the average listed, most recent price paid
for every trading day, for shares in the company on the Stockholm Stock
Exchange’s O-list during the period April 26, 2006 through May 19, 2006.
No compensation for the subscription options shall be paid.
The option rights shall be used within the framework of a so-called
incentive program, which is why the Managing Director and leading
executives in the NOTE-Group shall be offered the right, at market price
conditions, to acquire these as securities. The Board of Directors for
NOTE AB intends to offer the Managing Director the right to acquire not
more than 52,000 options and retains the right, in general, in
accordance with recommendations from the company’s remuneration
committee, to determine which executive will be offered the right to
acquire subscription options and the number of subscription options that
shall be offered in every individual case. Members of the Board shall
not be offered subscription options.
Upon full utilization of all option rights, share capital can increase
by SEK 100,000. Dilution effect in the event of full utilization of all
option rights constitutes approximately 2 percent of the share capital
and voting rights. Currently, NOTE AB has no other security-based
incentive program.
The reason for the exception from shareholders’ preferential right is to
give the executives in question the possibility, over the long-term, to
become partners in NOTE AB. This is expected to increase the commitment
and motivation of the party concerned at the same time that solidarity
with the company is strengthened.
The Annual General Meeting’s decision regarding point 15 is applicable
only if it is represented by shareholders with at least nine-tenths of
both the stated voting rights and the shares represented at the Annual
General Meeting.
Documentation for the meeting
Accounting documents and audit reports as well as the Board of
Director’s complete proposal in regard to points 14 and 15 above, as
well as the Board of Director’s statement in accordance with chapter 18
section 4 of the Companies Act, will be available as of April 12, 2006
at the company’s offices located at Stockholmsvägen 59 in Norrtälje. The
documentation will be sent to those shareholders who so request and
provide their mailing address.
Norrtälje March 2006
NOTE AB (publ)
Board of Directors
About NOTE
”Our business concept is to produce electronics from design to after-
market in close cooperation with our customers.”
NOTE is one of the Nordic region’s leading contract manufacturers of
electronics and is established in Sweden, Finland, Estonia, Lithuania
and Poland. Net sales for 2005 totalled SEK 1,500 M, and the number of
employees is approximately1,100. Read more at: www.note.se