{"id":15602,"date":"2021-03-10T13:00:00","date_gmt":"2021-03-10T12:00:00","guid":{"rendered":"https:\/\/www.note-ems.com\/press-releases\/kallelse-till-arsstamma-i-note-ab-publ-mandagen-den-19-april-2021\/"},"modified":"2025-12-02T08:28:12","modified_gmt":"2025-12-02T07:28:12","slug":"notice-to-the-annual-general-meeting-of-note-ab-publ-on-monday-19-april-2021","status":"publish","type":"mfn_news","link":"https:\/\/www.note-ems.com\/en\/pressmeddelande\/kallelse-till-arsstamma-i-note-ab-publ-mandagen-den-19-april-2021\/","title":{"rendered":"Notice to attend the Annual General Meeting of NOTE AB (publ) on Monday 19 April 2021"},"content":{"rendered":"

Shareholders are hereby invited to attend the Annual General Meeting of NOTE AB (publ), corporate identity number 556408-8770 (\u201dThe company<\/strong>\u201d or \u201dNOTE<\/strong>\u201d), on Monday 19 April 2021 at 14.00 at Bonnier Magasinet, Sveav\u00e4gen 53, Stockholm. The registration of attendance at the Annual General Meeting will commence at 13.30.<\/span><\/span><\/p>\n

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

- be entered in the share register maintained by Euroclear Sweden AB no later than Friday 9 April 2021,<\/span><\/span><\/span><\/span>
\n- register with the Company no later than Tuesday 13 April 2021.<\/span><\/span><\/span><\/span><\/p>\n

Notification can be made by e-mail, info@note-ems.com, or by telephone +46 8 568 990 00. Notification can also be made in writing to NOTE AB, Box 3691, 103 59 Stockholm. Notification must state the shareholder's name or company, personal or corporate identity number, number of shares, address and telephone number. Shareholders who wish to be accompanied by one or two assistants should notify them in the same way.<\/span><\/span><\/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: <\/span><\/span>https:\/\/www.note-ems.com\/wp-content\/uploads\/2020\/12\/NOTE-Privacy-policy_rev4.pdf<\/span><\/span><\/a> <\/span><\/span><\/p>\n

Shareholders whose shares are registered in the name of a nominee must, well in advance of Tuesday 12 April 2022, request through the nominee to be temporarily registered in the share register maintained by Euroclear Sweden AB in order to be entitled to participate in the meeting (so-called voting rights registration).<\/span><\/span><\/p>\n

As of the date of this notice, the number of shares and votes in the Company amounts to 28,548,600. There is only one class of shares and the Company holds no own shares as of the date of this notice.<\/span><\/span><\/p>\n

Ombudsmen<\/span><\/span><\/strong>
\nShareholders 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. <\/span><\/span><\/p>\n

Shareholders who do not wish to attend the meeting in person may authorise a proxy to exercise their voting rights. The proxy can be issued, for example, to the chairman of the meeting or another person whom the shareholder knows will attend the meeting. If the proxy is issued to the chairman of the meeting, the proxy must be combined with voting instructions so that the chairman of the meeting knows how to vote on the different items. If the proxy is not combined with voting instructions, the chairman will not be able to represent the shareholder at the meeting. The proxy should also be combined with voting instructions in other cases. <\/span><\/span><\/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.<\/span><\/span><\/p>\n

Postal voting<\/span><\/span><\/strong>
\nThe Board of Directors of the Company has decided that the shareholders of NOTE at the Annual General Meeting shall be able to exercise their voting rights by post and e-mail in accordance with section 3 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. Shareholders who wish to exercise their voting rights by post shall submit the form for postal voting to NOTE in accordance with the instructions stated in the form.<\/span><\/span><\/p>\n

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

    \n
  1. Opening of the meeting.<\/span><\/span><\/span><\/span><\/li>\n
  2. Election of chairman and minute-taker for the meeting.<\/span><\/span><\/span><\/span><\/li>\n
  3. Drawing up and approval of the voting list.<\/span><\/span><\/span><\/span><\/li>\n
  4. Approval of the agenda proposed by the Management Board.<\/span><\/span><\/span><\/span><\/li>\n
  5. Election of one or two scrutineers.<\/span><\/span><\/span><\/span><\/li>\n
  6. Examination of whether the meeting has been duly convened.<\/span><\/span><\/span><\/span><\/li>\n
  7. Report on the work of the Board.<\/span><\/span><\/span><\/span><\/li>\n
  8. Presentation of the annual accounts and the auditors' report, as well as the consolidated accounts and the consolidated auditors' report.<\/span><\/span><\/span><\/span><\/li>\n
  9. Decision<\/span><\/span><\/span><\/span>\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<\/span><\/span><\/span><\/span><\/li>\n
    2. on the appropriation of the Company's profit according to the adopted balance sheet,<\/span><\/span><\/span><\/span><\/li>\n
    3. discharging the members of the Board of Directors and the Managing Director from liability.<\/span><\/span><\/span><\/span><\/li>\n<\/ol>\n<\/li>\n
    4. Determination of the number of directors and auditors elected at the annual general meeting.<\/span><\/span><\/span><\/span><\/li>\n
    5. Determination of the remuneration of the Board of Directors and the auditors.<\/span><\/span><\/span><\/span><\/li>\n
    6. Choice of<\/span><\/span><\/span><\/span>\n
        \n
      1. Board of Directors,<\/span><\/span><\/span><\/span><\/li>\n
      2. auditors.<\/span><\/span><\/span><\/span><\/li>\n<\/ol>\n<\/li>\n
      3. Submission and approval of the remuneration report.<\/span><\/span><\/span><\/span><\/li>\n
      4. Resolution authorising the Board of Directors to decide on the acquisition and transfer of own shares.<\/span><\/span><\/span><\/span><\/li>\n
      5. Resolution on authorisation for the Board of Directors to decide on a new share issue.<\/span><\/span><\/span><\/span><\/li>\n
      6. Closure of the meeting.<\/span><\/span><\/span><\/span><\/li>\n<\/ol>\n

        Nomination Committee proposals (points 2 and 10-12)<\/span><\/span><\/strong>
        \nThe Nomination Committee of the Company<\/span><\/span> has consisted of Johan Hagberg (own holding), Thomas Tang (Mediuminvest A\/S), Fredrik Hagberg (own holding and Myggen\u00e4s G\u00e5rd) and Per Olof Andersson (own holding). The Chairman of the Nomination Committee has been Per Olof Andersson. <\/span><\/span><\/span><\/span><\/p>\n

        Item 2 - Attorney Andreas Wir\u00e9n is proposed as Chairman of the Meeting.<\/span><\/span><\/p>\n

        Item 10 - The Board of Directors is proposed to consist of five (5) ordinary members without deputies. It is proposed that an audit firm be appointed as auditor.<\/span><\/span><\/span><\/p>\n

        Item 11 - Board fees and remuneration for committee work is proposed to remain unchanged and to be paid as follows (2021 fees in brackets):<\/span><\/span><\/p>\n