{"id":15521,"date":"2024-04-18T16:00:00","date_gmt":"2024-04-18T14:00:00","guid":{"rendered":"https:\/\/www.note-ems.com\/press-releases\/kommunike-fran-arsstamma-i-note-ab-publ-den-18-april-2024\/"},"modified":"2025-12-02T08:28:04","modified_gmt":"2025-12-02T07:28:04","slug":"statement-from-the-annual-general-meeting-of-note-ab-publ-on-18-april-2024","status":"publish","type":"mfn_news","link":"https:\/\/www.note-ems.com\/en\/pressmeddelande\/kommunike-fran-arsstamma-i-note-ab-publ-den-18-april-2024\/","title":{"rendered":"Bulletin from the Annual General Meeting of NOTE AB (publ) on 24 April 2025"},"content":{"rendered":"
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At the Annual General Meeting of NOTE AB (publ) (the \u201dCompany\u201d) on 18 April 2024, the Meeting passed the following resolutions, among others. For more detailed information on the content of the resolutions, please refer to the notice of the AGM and the Board of Directors' complete proposals for resolutions, which have previously been published and are available on the company's website, www.note-ems.com. <\/p>\n

Adoption of the balance sheet and profit and loss account, allocation of profits, discharge from liability, etc.<\/strong><\/p>\n

The Meeting resolved to adopt the income statement and balance sheet of the Company and the Group as at 31 December 2023 and to authorise the members of the Board of Directors and the Managing Director
discharge from liability for the financial year 2023.<\/p>\n

The Meeting resolved, in accordance with the proposal of the Board of Directors, not to pay any dividend to shareholders for the financial year 2023.<\/p>\n

The Meeting further resolved to approve the Board of Directors' remuneration report.<\/p>\n

Directors' and auditors' fees<\/strong><\/p>\n

The Meeting resolved, in accordance with the Nomination Committee's proposal, that the Board's fees shall be paid in a total amount of SEK 1,260,000. The fees are distributed so that the Chairman of the Board receives SEK 380,000 and each of the other Board members receives SEK 220,000. Remuneration for committee work is allocated as follows: the Chairman of the Audit Committee receives SEK 70,000, a member of the Audit Committee receives SEK 40,000, the Chairman of the Remuneration Committee receives SEK 35,000 and a member of the Remuneration Committee receives SEK 20,000.<\/p>\n

The Meeting further resolved, in accordance with the Nomination Committee's proposal, that the auditor's fee shall be paid on a current account basis.<\/p>\n

Election of the Board of Directors and auditor<\/strong><\/p>\n

The Meeting resolved, in accordance with the Nomination Committee's proposal, that the Board of Directors shall, until further notice, consist of five (5) ordinary members without deputies and that the company shall have an auditing firm as auditor.<\/p>\n

The Meeting resolved, in accordance with the Nomination Committee's proposal, to re-elect Anna Belfrage, Johan Hagberg, Bahare Mackinovski, Charlotte Stjerngren and Egil Dahl as Board members for the period until the next Annual General Meeting and to re-elect Anna Belfrage as Chairman of the Board.<\/p>\n

The Meeting resolved, in accordance with the Nomination Committee's proposal, to re-elect the auditing firm \u00d6hrlings PricewaterhouseCoopers AB (PwC) for the period until the next Annual General Meeting. The auditing firm
PwC has announced that Andreas Skogh will remain as auditor in charge.<\/p>\n

Guidelines for the remuneration of senior executives<\/strong><\/p>\n

The AGM resolved to adopt the Board's proposal for guidelines for remuneration to senior executives.<\/p>\n

Issue of warrants and introduction of long-term incentive programme 2024\/2027<\/strong><\/p>\n

The Meeting resolved, in accordance with the Board of Directors' proposal, on a directed issue of a maximum of 400,000 warrants and the introduction of a long-term incentive programme 2024\/2027. The right to subscribe for the warrants shall, with deviation from the shareholders' preferential rights, belong to the Company. The right to acquire the warrants from the Company shall be granted to senior executives and key persons in the Company and the group.<\/p>\n

Each warrant entitles the holder to subscribe for one (1) new share in the Company during the period from 7 May 2027 up to and including 7 June 2027. The subscription price upon exercise of the warrant shall correspond to 130 per cent of the average volume-weighted price of the Company's share on Nasdaq Stockholm during the period from 22 April 2024 up to and including 3 May 2024.\u00a0<\/p>\n

The warrants shall be transferred on market terms at a price determined on the basis of a calculated market value for the warrants (option premium) using the Black & Scholes valuation model calculated by an independent valuation institute. Notification of acquisition of warrants shall be made during the period from 22 April 2024 up to and including 6 May 2024.\u00a0<\/p>\n

Authorisation for the Board to decide on the acquisition and transfer of own shares<\/strong><\/p>\n

The Meeting resolved, in accordance with the proposal of the Board of Directors, to authorise the Board of Directors, during the period until the next Annual General Meeting, to decide on one or more occasions on the acquisition and\/or transfer of the company's own shares.
own shares.<\/p>\n

Authorisation for the Board to decide on a new share issue<\/strong><\/p>\n

The Meeting resolved, in accordance with the Board of Directors' proposal, to authorise the Board of Directors to decide, on one or more occasions during the period until the next Annual General Meeting, to issue new shares.<\/p>\n<\/div>\n

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For further information, please contact:<\/strong>
Johannes Lind-Widestam, President and CEO, tel. 070-541 72 22
<\/strong>Frida Frykstrand, Finance Director, tel. 070-462 09 39<\/p>\n<\/div>\n

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About NOTE<\/strong>
NOTE manufactures printed circuit boards (PCBA), sub-assemblies and complete products (box build). NOTE is a competitive electronics manufacturer and a stable business partner to customers with high standards. Its products are found in complex systems for electronic control, monitoring and security, for example.<\/em>
\u00a0<\/em>
The business model is based on offering advanced manufacturing, customised logistics solutions and advice at the best possible total cost through long-term customer relationships and partnerships. The customer offering covers the entire product life cycle, from design to aftermarket. Customers are primarily large companies operating on the global market, but also companies with their primary sales in northern Europe.<\/em>
\u00a0<\/em>
NOTE is established in Sweden, Finland, the UK, Estonia, Bulgaria and China. Sales in the last 12 months totalled SEK 3,849 million and the group has some 1,450 employees. NOTE is listed on Nasdaq Stockholm. For more information, please visit <\/em>www.note-ems.com<\/a><\/em>.<\/em><\/p>\n<\/div>\n

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Attached files<\/strong>
Bulletin from the Annual General Meeting of NOTE AB (publ) on 24 April 2025<\/a><\/p>\n<\/div>\n