{"id":15526,"date":"2024-03-18T11:00:00","date_gmt":"2024-03-18T10:00:00","guid":{"rendered":"https:\/\/www.note-ems.com\/press-releases\/kallelse-till-arsstamma-i-note-ab-publ-torsdagen-den-18-april-2024\/"},"modified":"2025-12-02T08:28:04","modified_gmt":"2025-12-02T07:28:04","slug":"notice-of-annual-general-meeting-of-note-ab-publ-on-thursday-18-april-2024","status":"publish","type":"mfn_news","link":"https:\/\/www.note-ems.com\/en\/pressmeddelande\/kallelse-till-arsstamma-i-note-ab-publ-torsdagen-den-18-april-2024\/","title":{"rendered":"Notice to attend the Annual General Meeting of NOTE AB (publ) on Thursday 24 April 2025"},"content":{"rendered":"
\n

Shareholders are hereby invited to attend the Annual General Meeting of NOTE AB (publ), corporate identity number 556408-8770 (\u201dthe Company\u201d or \u201dNOTE\u201d), on Thursday 18 April 2024 at 2:00 p.m. at City Life Konferens och M\u00f6ten, Sveav\u00e4gen 63, Stockholm. Attendance registration at the AGM will commence at 13:30.<\/strong><\/p>\n<\/div>\n

\n

Right to participate in the General Meeting<\/strong>
Shareholders who wish to attend the Annual General Meeting shall<\/p>\n

    \n
  • be entered in the share register maintained by Euroclear Sweden AB on the record date, which is Wednesday 10 April 2024, and<\/li>\n
  • have notified the meeting of their attendance and any assistants by Friday 12 April 2024 at the latest.<\/li>\n<\/ul>\n

    Please note that the dates above refer to both shareholders attending in person and shareholders sending proxies in their place.<\/p>\n

    Notification can be made by e-mail, AGM@note-ems.com, or by telephone +46 8 568 990 00. Notification can also be made in writing to NOTE AB, Box 3691, SE-103 59 Stockholm, Sweden. The notification must state the name or company, personal or corporate identity number, number of shares, address, telephone number and, where applicable, details of deputies, representatives and advisors. The number of assistants may not exceed two.<\/p>\n

    Personal data obtained from the share register maintained by Euroclear Sweden AB, notification of and participation in the meeting and information about representatives, proxies and assistants will be used for registration, preparation of the voting list for the meeting and, where applicable, minutes of the meeting. Personal data is processed in accordance with the General Data Protection Regulation (Regulation (EU) 2016\/679 of the European Parliament and of the Council). For full information on how personal data is processed, see the Company's privacy policy: https:\/\/www.note-ems.com\/wp-content\/uploads\/2023\/03\/NOTE-Privacy-policy_rev-5.pdf.<\/p>\n

    In order to be entitled to participate in the Meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of attendance at the Meeting, register the shares in his or her own name so that the shareholder is included in the presentation of the share register as of the record date, Wednesday 15 April 2026. Such registration may be temporary (so-called voting rights registration). Shareholders who wish to register their shares in their own name must, in accordance with the respective nominee's procedures, request that the nominee make such voting rights registration. Voting rights registration requested by shareholders in such time that the registration has been made by the relevant nominee no later than Friday 17 April 2026 will be taken into account in the preparation of the share register.<\/p>\n

    As of the date of this notice, the number of shares and votes in the Company amounts to 28,983,600. There is only one class of shares and the Company holds 500,000 own shares as of the date of this notice.<\/p>\n

    Ombudsmen<\/strong>
    Shareholders represented by proxy must issue a dated and signed authorisation for the proxy. If the power of attorney is issued by a legal entity, the power of attorney must be signed by an authorised signatory and a copy of the certificate of registration or equivalent authorisation document for the legal entity must be attached. A copy of the power of attorney and any registration certificate or equivalent authorisation document should be sent to the Company well in advance of the AGM by e-mail, AGM@note-ems.com, or by post to NOTE AB, Box 3691, SE-103 59 Stockholm, Sweden. The original proxy must also be presented at the Meeting.<\/p>\n

    The Company will provide shareholders with proxy forms and blank voting instructions, which can be obtained at the Company's head office or on the Company's website, www.note-ems.com, no later than three weeks before the AGM.<\/p>\n

    DRAFT AGENDA<\/strong><\/p>\n

      \n
    1. Opening of the meeting.<\/li>\n
    2. Election of the Chairman of the General Assembly.<\/li>\n
    3. Drawing up and approval of the voting list.<\/li>\n
    4. Approval of the agenda proposed by the Management Board.<\/li>\n
    5. Election of one or two scrutineers.<\/li>\n
    6. Examination of whether the meeting has been duly convened.<\/li>\n
    7. Report on the work of the Board.<\/li>\n
    8. Presentation of the annual accounts and the auditors' report, as well as the consolidated accounts and the consolidated auditors' report.<\/li>\n
    9. Decision on\n
        \n
      1. a) on the adoption of the profit and loss account and the balance sheet and the consolidated profit and loss account and the consolidated balance sheet<\/li>\n
      2. the appropriation of the Company's profit or loss according to the adopted balance sheet.<\/li>\n
      3. discharge from liability the members of the Board of Directors and the Managing Director.<\/li>\n<\/ol>\n<\/li>\n
      4. Determination of the number of directors and auditors elected at the annual general meeting.<\/li>\n
      5. Determination of the remuneration of the Board of Directors and the auditors.<\/li>\n
      6. Choice of\n
          \n
        1. Board of Directors,<\/li>\n
        2. auditors.<\/li>\n<\/ol>\n<\/li>\n
        3. Submission and approval of the remuneration report.<\/li>\n
        4. Adoption of the Board of Directors' proposal for guidelines for remuneration to senior executives.<\/li>\n
        5. Resolution on issue of warrants and introduction of long-term incentive programme 2024\/2027.<\/li>\n
        6. Resolution authorising the Board of Directors to decide on the acquisition and transfer of own shares.<\/li>\n
        7. Resolution on authorisation for the Board of Directors to decide on a new share issue.<\/li>\n
        8. Closure of the meeting.<\/li>\n<\/ol>\n

          Nomination Committee proposals (points 2 and 10-12)<\/strong>
          The Nomination Committee has consisted of Johan Hagberg (own holding), Egil Dahl (Vevlen G\u00e5rd), Fredrik Hagberg (own holding and Myggen\u00e4s G\u00e5rd) and David Zaudy (Cervantes Capital). The Chairman of the Nomination Committee has been Johan Hagberg.<\/p>\n

          Election of the Chairman of the General Meeting (item 2)<\/strong>
          The Nomination Committee proposes that Johan Hagberg be elected Chairman of the Meeting.<\/p>\n

          Determination of the number of Board members and auditors elected at the Annual General Meeting (item 11)<\/strong>
          The Nomination Committee proposes that the Board of Directors shall consist of five (5) ordinary members without deputies. Employee representatives are not included in this number.<\/p>\n

          The Nomination Committee further proposes that one (1) audit firm shall be appointed as auditor.<\/p>\n

          Determination of the remuneration of the Board of Directors and the auditors (item 12)<\/strong>
          The Nomination Committee proposes that Board fees and remuneration for committee work be paid as follows (2025 fees in brackets):<\/p>\n

            \n
          • Chairman of the Board 380 000 (255 000),<\/li>\n
          • each of the other members of the Board of Directors 220 000 (160 000),<\/li>\n
          • Chairman of the Audit Committee 70 000 (65 000),<\/li>\n
          • Member of the Audit Committee 40 000 (35 000),<\/li>\n
          • Chairman of the Remuneration Committee 35 000 (30 000), and<\/li>\n
          • member of the Remuneration Committee 20 000 (10 000).<\/li>\n<\/ul>\n

            In accordance with the Audit Committee's recommendation, it is proposed that auditors' fees be paid on a current account basis.<\/p>\n

            Election of the Management Board (paragraph 12a)<\/strong>
            The Nomination Committee proposes re-election of all current Board members: Anna Belfrage, Johan Hagberg, Bahare Mackinovski, Charlotte Stjerngren and Egil Dahl. Anna Belfrage is proposed for re-election as Chairman of the Board.<\/p>\n

            For a presentation of the members, please refer to the Company's website www.note-ems.com.<\/p>\n

            Election of auditors (item 12 b)<\/strong>
            The Nomination Committee proposes, in accordance with the Audit Committee's recommendation, re-election of the auditing firm \u00d6hrlings PricewaterhouseCoopers AB (PwC) as the Company's auditor for the period until the end of the next Annual General Meeting. PwC has announced that if PwC is re-elected, Andreas Skogh will remain as auditor in charge.<\/p>\n

            Proposal of the Management Board (points 9b and 13-17)<\/strong><\/p>\n

            Resolution on allocation of the Company's profit according to the adopted balance sheet (item 10b)<\/strong>
            In view of the Company's planned expansion and investment needs, the Board of Directors proposes that no dividend be paid to the shareholders for the financial year 2023, and that the amounts at the disposal of the General Meeting be carried forward.<\/p>\n

            Presentation and approval of the remuneration report (item 14)<\/strong>
            The Board of Directors proposes that the Annual General Meeting resolves to approve the Board of Directors' report on remuneration in accordance with Chapter 8, Section 53 a of the Swedish Companies Act. 53 a \u00a7 of the Swedish Companies Act.<\/p>\n

            Adoption of the Board of Directors' proposal for guidelines for remuneration to senior executives (item 14)<\/strong>
            The Board of Directors proposes guidelines for determining the remuneration of the CEO and other members of the Executive Board. The guidelines also cover any remuneration to Board members in addition to the Board fee. The guidelines apply to remuneration agreed after the 2024 AGM and to changes in already agreed remuneration made thereafter. The guidelines do not cover remuneration decided by the general meeting.<\/p>\n

            The promotion of the Company's business, long-term interests and sustainability by the Guidelines<\/strong>
            To operate successfully on the market and safeguard the company's long-term interests, including its sustainability, NOTE needs to be able to recruit and retain qualified employees. Accordingly, the total remuneration of the company's employees should be on market terms, competitive and commensurate with responsibility and authority.<\/p>\n

            The forms of compensation, etc.<\/strong>
            Remuneration shall consist of the following components: fixed salary, any variable salary as separately agreed, pension and other benefits. In addition - and independently of these guidelines - the general meeting may decide on, for example, share and share price related remuneration.<\/p>\n

            Fixed salary<\/em>
            The fixed salary shall consist of a fixed cash salary and shall be reviewed annually. The fixed salary shall reflect the requirements of the position in terms of competences, responsibilities, complexity and how it contributes to the achievement of the business objectives. The fixed salary should also reflect the performance achieved by the executive and is thus individualised and differentiated.<\/p>\n

            Variable pay<\/em>
            In addition to a fixed salary, the CEO and other members of the Executive Board may, by separate agreement, receive a variable salary upon fulfilment of agreed criteria. The variable remuneration shall be linked to one or more predetermined and measurable targets set by the Board of Directors. The outcome shall be related to the fulfilment of objectives of a financial nature, such as profitability, growth and cash flow, as well as, where appropriate, individual measurable targets and qualitative targets.<\/p>\n

            By linking the remuneration of senior executives to the performance and sustainability of the Company, the targets promote the realisation of the Company's business strategy, long-term interests and competitiveness. The criteria shall apply for one financial year at a time. The fulfilment of criteria for the payment of variable remuneration shall be measured annually. As far as financial targets are concerned, the assessment is based on the latest financial information published by the Company.<\/p>\n

            The terms and conditions of variable remuneration are designed to allow the Board of Directors, in exceptional economic circumstances, to limit or withhold payment of variable remuneration if such action is deemed reasonable.<\/p>\n

            Additional variable cash remuneration may be paid in extraordinary circumstances to reward extraordinary performance beyond the person's normal duties. Such remuneration shall be decided by the Board of Directors upon proposal of the Remuneration Committee. However, the total variable remuneration during a calendar year may not exceed an amount corresponding to 100% of the fixed annual salary.<\/p>\n

            Pension scheme<\/em>
            For the CEO and other senior managers, pension benefits, including health insurance, shall be defined contribution and the premiums shall not exceed 30% of the fixed annual salary. Variable remuneration shall not be pensionable.<\/p>\n

            Other benefits<\/em>
            Other benefits, which may include car allowance, travel allowance and medical insurance, should be market-based and only represent a limited part of the total remuneration.<\/p>\n

            Conditions of cancellation<\/strong>
            For the CEO and other members of the Group Management, the period of notice shall be 6 months in the event of termination by the executive. In the event of termination by the Company, a maximum notice period of 12 months shall apply. In the event of termination by the Company, the total amount of termination pay and severance pay shall not exceed 24 months' fixed salary.<\/p>\n

            In addition, compensation for any non-compete obligation may be paid. Such compensation shall compensate for any loss of income and shall only be paid to the extent that the former executive is not entitled to severance pay. The compensation may amount to a maximum of 100% of the fixed salary at the time of termination and be paid during the period of the non-competition undertaking, which shall be a maximum of 24 months after termination of employment.<\/p>\n

            Remuneration of members of the Board of Directors<\/strong>
            In special cases, NOTE's AGM-elected Board members may be remunerated for services in their respective areas of expertise, which do not constitute Board work, for a limited time. Market-based fees shall be paid for these services (including services performed through a company wholly owned by a Board member) provided that such services contribute to NOTE's operations and long-term interests, including its sustainability.<\/p>\n

            Salaries and employment conditions for employees<\/strong>
            In preparing the Board's proposal for these remuneration guidelines, salary and employment conditions for the Company's employees have been taken into account by including information on the employees' total remuneration, the components of the remuneration and the increase and growth rates over time as part of the Remuneration Committee's and the Board's basis for decision when evaluating the reasonableness of the guidelines and the limitations that follow from them.<\/p>\n

            Deliberation and decision-making process<\/strong>
            One of the tasks of the Board's Remuneration Committee is to prepare principles for the remuneration of the Group Management and the Board's decision on proposals for guidelines for the remuneration of senior executives. The Board prepares proposals for new guidelines at least every four years and submits them to the AGM for approval.<\/p>\n

            The guidelines remain in force until new guidelines are adopted by the General Meeting. The Remuneration Committee monitors and evaluates programmes for variable remuneration to the Group Management, the application of the guidelines for remuneration to senior executives and the current remuneration structures and levels in the Company. Remuneration of the CEO is decided within the framework of approved principles by the Board of Directors after preparation and recommendation by the Remuneration Committee. Remuneration of other senior executives is decided by the CEO within the framework of established principles and after consultation with the Remuneration Committee. The CEO and other members of Group Management do not attend the Board's consideration of and decisions on remuneration-related matters, insofar as they are affected by the issues.<\/p>\n

            Extending the guidelines<\/strong>
            The Board of Directors may decide to temporarily deviate from the guidelines, in whole or in part, if there are special reasons for doing so in individual cases and a deviation is necessary to fulfil the Company's long-term interests, including its sustainability, or to ensure the Company's financial viability. For any employment relationships governed by rules other than Swedish, as far as pension and other benefits are concerned, due adjustments may be made to comply with mandatory such rules or established local practice, while ensuring that the overall purpose of these guidelines is met as far as possible.<\/p>\n

            Resolution on issue of warrants and implementation of long-term incentive programme 2024\/2027 (item 15)<\/strong>
            Background and motives<\/em>
            The Board of Directors proposes that the Annual General Meeting resolves to introduce a long-term incentive programme (\u201dIncentive programme 2024\/2027<\/strong>\u201d) to senior executives and other key employees of the Company and the Group (\u201dParticipants<\/strong>\u201dThe proposal for a resolution on an incentive programme has been presented in order to create conditions for retaining and increasing the motivation of senior executives and key persons in the Company and the group. The Board of Directors believes that it is in the interest of all shareholders that such persons, who are deemed to be important for the Company's development, have a long-term interest in a positive value development of the Company's share. The proposed programme creates long-term shareholder engagement, which is expected to stimulate an increased interest in the business and the performance of the Company as a whole.<\/p>\n

            In light of the above, the Board of Directors proposes that the Annual General Meeting resolves to implement Incentive Programme 2024\/2027 and resolves to issue warrants and approve the transfer of the warrants as set out below.<\/p>\n

            Incentive Programme 2024\/2027 consists of warrants of series 2024\/2027 to be transferred to the Participants. The warrants have a term of approximately three (3) years, after which the holder has the right to exercise the warrants for subscription of shares during a period of one (1) month after the term.<\/p>\n

            A) Issue of warrants<\/strong>
            The Board of Directors proposes that the Annual General Meeting resolves on a directed issue of a maximum of 400,000 warrants, entailing an increase in the share capital upon full utilisation of a maximum of SEK 207,175.51.<\/p>\n

            The decision shall otherwise be subject to the following conditions.<\/p>\n

            1. the right to subscribe for the warrants shall, with deviation from the shareholders' preferential rights, belong to the Company. The Company shall transfer the warrants to the Participants in accordance with section B below.<\/p>\n

            2. the reason for the deviation from the shareholders' preferential rights is to introduce Incentive Programme 2024\/2027 whereby the Participants, through their own investment, shall take part in and promote a positive value development of the share in the Company throughout the period covered by the proposed programme, and that the Company shall be able to retain competent and committed personnel.<\/p>\n

            3. The warrants are issued free of charge to the Company.<\/p>\n

            4. Subscription of the warrants shall be made on a separate subscription list no later than 19 April 2024. The Board of Directors is entitled to extend the subscription period.<\/p>\n

              \n
            1. 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, taking into account the insider legislation applicable from time to time.<\/li>\n
            2. 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. However, the price shall not be less than the quota value of the share. Days without a quoted price paid shall not be included in the calculation. If the subscription price exceeds the quota value of the shares, the amount constituting the premium shall be added to the unrestricted share premium account upon exercise of the warrants.<\/li>\n<\/ol>\n

              5. Warrants held by the Company and not transferred in accordance with section B may be cancelled by the Company following a decision by the Company's Board of Directors. Cancellation shall be notified to the Swedish Companies Registration Office for registration.<\/p>\n

              6. in order to fulfil the obligations under the Incentive Programme 2024\/2027, the Board of Directors proposes that the Annual General Meeting approves that the Company may dispose of and transfer the warrants to the Participants in accordance with item B below.<\/p>\n

              7. the new shares issued upon subscription of shares through exercise of the warrants shall entitle to dividend for the first time on the record date for dividend that occurs immediately after the new shares have been registered with the Swedish Companies Registration Office and entered in the share register maintained by Euroclear Sweden AB.<\/p>\n

              8. The subscription price for the warrants set out above shall be rounded off to the nearest whole ten \u00f6re, whereby five (5) \u00f6re shall be rounded upwards. Furthermore, the subscription price, as well as the number of shares for which the warrants entitle to subscription, may be recalculated in the event of a split, reverse split, bonus issue, new share issue and in certain other cases in accordance with customary recalculation terms, in accordance with the board of directors' complete proposal for resolution.<\/p>\n

              B) Approval of transfer of warrants<\/strong>
              Right to purchase<\/em>
              The right to acquire warrants from the Company shall be granted to senior executives and other key persons in the Company and the group. The allocation of warrants and the Participants' right to receive allocation of the warrants have been differentiated with reference to position, responsibility and work performance in the Company and the group.<\/p>\n

              The following breakdown applies to the allocation of warrants to Participants.<\/p>\n\n\n\n\n\n\n
              Category<\/td>\nMaximum number of Participants<\/td>\nMaximum number of warrants per Participant<\/td>\nMaximum number of warrants in the category<\/td>\n<\/tr>\n
              A. VD<\/td>\n1 person<\/td>\n250 000<\/td>\n250 000<\/td>\n<\/tr>\n
              B. Senior executives<\/td>\n4 persons<\/td>\n37 500<\/td>\n75 000<\/td>\n<\/tr>\n
              C. Other key persons<\/td>\n30 persons<\/td>\n30 000<\/td>\n175 000<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

              In the event that all warrants within category A have not been transferred after the initial application period, such non-transferred warrants may be offered to employees in category B and in the event that all warrants within category B have not been transferred after the initial application period, such non-transferred warrants may be offered to employees in category C and in the event that all warrants within category C have not been transferred after the initial application period, such non-transferred warrants may be offered to employees in category A. However, the maximum number of warrants per person within each category above shall not be exceeded for any individual. In this way, participants shall not be offered to acquire more than an additional 25 per cent of the number of warrants initially offered.<\/p>\n

              The right to acquire warrants from the Company shall only be granted to persons who, at the end of the application period, have not resigned or been dismissed.<\/p>\n

              The Board of Directors shall, within the above limits, finalise the allocation according to the principles set out above, as well as the number of warrants that Participants shall be offered to acquire.<\/p>\n

              The right to receive warrants requires that the Participant enters into a special pre-emption agreement with the Company whereby the Company reserves the right to repurchase the warrants if the Participant in turn wishes to transfer the warrants. As a general rule, pre-emption shall be made at market value.<\/p>\n

              Allocation presupposes that the acquisition of warrants can legally take place and that it can be done at a reasonable administrative and financial cost.<\/p>\n

              Notification period<\/em>
              Notification of acquisition of warrants shall be made during the period from 22 April 2024 up to and including 6 May 2024. However, the Board of Directors of the Company shall be entitled to extend the period for notification of acquisition.<\/p>\n

              Price and payment etc.<\/em>
              The warrants shall be transferred on market terms at a price determined on the basis of a calculated market value of the warrants (warrant premium) using the Black & Scholes valuation model calculated by an independent valuation institute. The measurement period for the calculation of the option premium is during the period from 22 April 2024 up to and including 3 May 2024, or, in the event the Board of Directors decides to extend the application period as described above, a corresponding measurement period in connection with the transfer.<\/p>\n

              Payment for allotted warrants shall be made in cash no later than ten (10) days after notification of acquisition, however, the Board of Directors is entitled to extend the time for payment.<\/p>\n

              C) Details of the issue and transfer<\/strong>
              Dilution<\/em>
              Upon full subscription with the support of all warrants, 400,000 new shares can be issued, which corresponds to a dilution of approximately 1.36 per cent of the total number of shares and votes in the Company. This is subject to the recalculation of the number of shares that each warrant entitles to subscribe for that may occur as a result of certain issues etc. The dilution of shares is calculated as the maximum number of new shares and votes that may be issued upon exercise of all warrants issued in accordance with this proposed resolution, divided by the maximum total number of shares and votes in the Company after exercise of all warrants that may be issued in accordance with this proposed resolution.<\/p>\n

              Preliminary valuation, costs and impact on key performance indicators<\/em>
              An independent valuation institute has made a preliminary valuation of the market value of a warrant of series 2024\/2027 using the Black & Scholes valuation model. Based on an assumed share price of SEK 150, an assumed subscription price of SEK 195, a term of 3 years, a risk-free interest rate of 2.53 per cent, an assumed volatility of 29.5 per cent and an assumed dividend in line with the company's dividend policy, the value has been calculated to approximately SEK 14 per option. The preliminary valuation is based on assumptions. Upon transfer of warrants to Participants, the market value will be determined based on updated assumptions and then known parameters.<\/p>\n

              As the warrants of series 2024\/2027 shall be transferred at market value at the time of the transfer, the programme is not expected to give rise to any costs for the Company in the form of social security contributions or similar for employees resident in Sweden. In the event of a positive share price development, Incentive Programme 2024\/2027 will entail costs in the form of social security contributions for participants in certain countries. Total costs for social security contributions depend on the number of warrants acquired and exercised for subscription of shares by participants resident in different countries, on the market value of the Company's share at the time of exercise of the warrants in 2027, but also on the percentages that apply to social security contributions in these countries (where social security contributions are payable). Based on the assumption that approximately 15 per cent of the warrants that can be issued under Incentive Program 2024\/2027 are transferred to participants in other countries, the assumption that all these participants want to acquire as many warrants as possible, the assumption that approximately 15 per cent of the total number of warrants are exercised and an assumed share price of SEK 300 at the time of exercise of the warrants, the average percentage for social security contributions is estimated to amount to approximately 15 per cent and the cost of social security contributions to amount to approximately SEK 0.9 million. Based on the same assumptions as above, but an assumed share price of SEK 350 at the time of exercise instead of SEK 300, the cost of social security contributions is estimated to amount to approximately SEK 1.3 million.<\/p>\n

              The social security contributions for foreign participants will be recognised over the life of the warrants based on current accounting principles.<\/p>\n

              Given the above assumptions, including an assumed share price of SEK 300 and SEK 350 respectively upon exercise of the options, Incentive Programme 2024\/2027 is estimated to have a marginal effect on the key ratio earnings per share.<\/p>\n

              It should be noted that all calculations above are preliminary, based on assumptions and are only intended to provide an illustration of the costs that the Incentive Programme 2024\/2027 may entail. Actual costs may thus deviate from what is stated above.<\/p>\n

              Preparation of the case<\/em>
              The proposal for the Incentive Programme 2024\/2027 has been prepared by the Board of Directors (also the Company's Remuneration Committee) with the support of external advisors. The Board of Directors has subsequently decided to present this proposal to the Annual General Meeting. No employee who may be covered by the incentive programme has participated in the formulation of the terms.<\/p>\n

              Other share-based incentive programmes<\/em>
              The company has no outstanding share-based incentive programmes.<\/p>\n

              D) Authorisations and decision rules<\/strong>
              It is proposed that the Board of Directors, or the person appointed by the Board of Directors, shall be authorised to make such minor adjustments to the resolution as may be required in connection with registration with the Swedish Companies Registration Office and that the Board of Directors shall be entitled to make minor adjustments to the incentive programme as a result of applicable foreign laws and regulations.<\/p>\n

              A resolution under this paragraph shall be valid only if it is supported by shareholders representing at least nine-tenths (9\/10) of the votes cast as well as of the shares represented at the annual general meeting.<\/p>\n

              Resolution on authorisation for the Board of Directors to decide on the acquisition and transfer of own shares (item 15)<\/strong>
              The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors, during the period until the next Annual General Meeting, on one or more occasions, to decide on the acquisition and\/or transfer of the Company's own shares on essentially the following terms:<\/p>\n

              Acquisitions may be made against cash payment on Nasdaq Stockholm or in accordance with an acquisition offer to all shareholders. Acquisitions may be made of a maximum number of shares so that the Company's own holding at any time does not exceed ten (10) per cent of all shares in the Company. Shares may only be acquired on Nasdaq Stockholm at a price within the price interval registered on Nasdaq Stockholm at any given time, meaning the interval between the highest bid price and the lowest ask price. Acquisitions in accordance with an acquisition offer as above shall be made at a price corresponding to the lowest market price at the time of the offer with a maximum deviation of twenty (20) per cent upwards.<\/p>\n

              Transfer of shares may take place on or outside Nasdaq Stockholm, with or without preferential rights for the shareholders and with or without provisions for contribution in kind or right of set-off. Such transfer may be made at a price within the registered price interval at any given time, meaning the interval between the highest bid price and the lowest ask price quoted on Nasdaq Stockholm. The number of shares that may be transferred shall not exceed ten (10) per cent of the total number of shares in the Company. Transfers in connection with corporate acquisitions may be made at a market value assessed by the Board.<\/p>\n

              The purpose of the above authorisations regarding the acquisition and transfer of own shares is to enable the financing of business acquisitions through payment with own shares and to be able to continuously adapt the Company's capital and share structure in order to contribute to increased shareholder value.<\/p>\n

              For a resolution under this paragraph to be valid, the proposal must be supported by shareholders representing at least two-thirds (2\/3) of both the votes cast and the shares represented at the meeting.<\/p>\n

              Resolution on authorisation for the Board of Directors to decide on new share issues (item 17)<\/strong>
              The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors, on one or more occasions prior to the next Annual General Meeting, to resolve on a new issue of shares. By virtue of the authorisation, the maximum number of shares that may be issued by way of a new share issue shall correspond to ten (10) per cent of the total number of outstanding shares in the Company at the time of the AGM's resolution on the authorisation.<\/p>\n

              The authorisation shall include the right to decide on an issue against cash payment, payment in kind or payment through set-off. Issues against cash payment and set-off issues may be made with deviation from the shareholders' preferential rights provided that the issue is made on market terms.<\/p>\n

              The reason for the proposal and the possibility to derogate from shareholders' pre-emption rights is to allow for flexibility in connection with possible acquisitions or capital raisings in connection with acquisitions.<\/p>\n

              For a resolution under this paragraph to be valid, the proposal must be supported by shareholders representing at least two-thirds (2\/3) of both the votes cast and the shares represented at the meeting.<\/p>\n

              Shareholders' right to request information<\/strong>
              According to the Swedish Companies Act, the Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the Company, provide information at the meeting on circumstances that may affect the assessment of an item on the agenda and circumstances that may affect the assessment of the Company's financial situation. The duty of disclosure also includes the Company's relationship with other group companies, the consolidated financial statements and such circumstances regarding subsidiaries as referred to in the previous sentence.<\/p>\n

              Documents for the General Meeting<\/strong>
              Accounting documents, the auditor's report, the Board of Directors' complete proposals for resolutions and other documents required under the Swedish Companies Act will be available at the Company at Sveav\u00e4gen 52 in Stockholm and on the Company's website, www.note-ems.com, no later than three weeks prior to the meeting. The documents will be sent free of charge to shareholders who so request and provide their postal address or e-mail address. All of the above documents will also be presented at the meeting.<\/p>\n

              The Nomination Committee's complete proposals for resolutions, motivated statement regarding its proposals for the Board of Directors and auditor and information about the proposed Board members are available on the Company's website.<\/p>\n

              ____________________<\/p>\n

              Stockholm in March 2024<\/p>\n

              The Board of Directors of NOTE AB (publ)<\/p>\n<\/div>\n

              \n

              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

              \n

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