{"id":15635,"date":"2020-03-17T14:00:00","date_gmt":"2020-03-17T13:00:00","guid":{"rendered":"https:\/\/www.note-ems.com\/press-releases\/kallelse-till-arsstamma-i-note-ab-publ-torsdagen-den-23-april-2020\/"},"modified":"2025-12-02T08:28:16","modified_gmt":"2025-12-02T07:28:16","slug":"notice-to-the-annual-general-meeting-of-note-ab-publ-on-thursday-23-april-2020","status":"publish","type":"mfn_news","link":"https:\/\/www.note-ems.com\/en\/pressmeddelande\/kallelse-till-arsstamma-i-note-ab-publ-torsdagen-den-23-april-2020\/","title":{"rendered":"Notice to attend the Annual General Meeting of NOTE AB (publ) on Thursday 24 April 2025"},"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 Thursday 23 April 2020 at 14.00 at Sp\u00e5rvagnshallarna, Birger Jarlsgatan 57 A, Stockholm. The registration of attendance at the Annual General Meeting will commence at 13.15.<\/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 17 April 2020,<\/span><\/span><\/span>
\n- register with the Company no later than Friday 17 April 2020.<\/span><\/span><\/span><\/p>\n

Notification can be made by e-mail, info@note.eu, or by telephone +46 8 568 990 00. Notification can also be made in writing to NOTE AB, Box 1285, SE-164 29 Kista, Sweden. 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.<\/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.eu\/wp-content\/uploads\/2018\/05\/NOTE-Privacy-policy.pdf<\/span><\/span>.<\/a> <\/span><\/span><\/p>\n

Shareholders whose shares are registered in the name of a nominee should, well in advance of Friday 17 April 2020, temporarily register the shares in their own name through the nominee in order to be entitled to participate in the meeting.<\/p>\n

The number of shares and votes in the Company amounts to 28,872,600 as of the date of this notice. The Company holds 1,000,000 own shares as of the date of this notice.<\/span><\/span><\/p>\n

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

Shareholders represented by proxy must issue a dated power of attorney 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 document of authorisation should be sent by post to the Company at Box 1285, SE-164 29 Kista, Sweden, well in advance of the meeting. The original proxy must also be presented at the meeting. A proxy form is available for download on the Company's website, www.note.eu.<\/a><\/span><\/span><\/p>\n

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

    \n
  1. Opening of the meeting.<\/span><\/span><\/li>\n
  2. Election of chairman and minute-taker for the meeting.<\/span><\/span><\/li>\n
  3. Drawing up and approval of the voting list.<\/span><\/span><\/li>\n
  4. Approval of the agenda proposed by the Management Board.<\/span><\/span><\/li>\n
  5. Election of one or two scrutineers.<\/span><\/span><\/li>\n
  6. Examination of whether the meeting has been duly convened.<\/span><\/span><\/li>\n
  7. Report on the work of the Board.<\/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><\/li>\n
  9. Decision
    \n\ta) 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>
    \n\tb. on the appropriation of the Company's profit or loss according to the adopted balance sheet<\/span>
    \n\tc. on the discharge of the members of the Board of Directors and the Managing Director.<\/span><\/span><\/span><\/li>\n
  10. Determination of the number of directors and auditors elected at the annual general meeting.<\/span><\/span><\/li>\n
  11. Determination of the remuneration of the Board of Directors and the auditors.<\/span><\/span><\/li>\n
  12. Choice of
    \n\ta. Board of Directors,
    \n\tb. auditors.<\/span><\/span><\/li>\n
  13. Adoption of the Nomination Committee's proposal for instructions for the Nomination Committee.<\/span><\/span><\/li>\n
  14. Adoption of the Board of Directors' proposal for guidelines for remuneration to senior executives.<\/span><\/span><\/li>\n
  15. Resolution authorising the Board of Directors to decide on the acquisition and transfer of own shares.<\/span><\/span><\/li>\n
  16. Resolution on authorisation for the Board of Directors to decide on a new share issue.<\/span><\/span><\/li>\n
  17. Resolution to a) reduce the share capital by cancellation of repurchased shares and b) increase the share capital by bonus issue.<\/span><\/span><\/li>\n
  18. Decision on amendments to the articles of association.<\/span><\/span><\/li>\n
  19. Closure of the meeting.<\/span><\/span><\/li>\n<\/ol>\n

    \nNomination Committee proposals (points 2 and 10-13)<\/span><\/span><\/strong><\/p>\n

    The Nomination Committee of the Company<\/span><\/span> has consisted of Johan Hagberg (own holdings), Martin Nilsson (Catella Fondf\u00f6rvaltning), Niklas Johansson (Handelsbanken Fonder) and Thomas Tang, (MediumInvest A\/S). The Chairman of the Nomination Committee has been Martin Nilsson.<\/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 six (6) ordinary members without deputies. It is proposed that an audit firm be appointed as auditor.<\/span><\/span><\/p>\n

    Item 11 - Board fees and remuneration for committee work is proposed as follows (2019 fees in brackets)<\/span><\/span><\/p>\n

      \n
    • Chairman of the Board of Directors: SEK 255,000 (SEK 255,000),<\/span><\/span><\/li>\n
    • each of the other members of the Board: SEK 140,000 (SEK 140,000),<\/span><\/span><\/li>\n
    • Chairman of the Audit Committee 65 000 (SEK 65 000),<\/span><\/span><\/li>\n
    • member of the Audit Committee 35 000 (SEK 35 000),<\/span><\/span><\/li>\n
    • Chairman of the Remuneration Committee SEK 20,000 (SEK 20,000) and<\/span><\/span><\/li>\n
    • member of the Remuneration Committee SEK 10,000 (SEK 10,000).<\/span><\/span><\/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.<\/span><\/span><\/span><\/span><\/p>\n

      Item 12 a) - The following Board members are proposed for re-election: Anna Belfrage, Kaj Falkenlund, Johan Hagberg, Bahare Hederstierna, Claes Mellgren and Charlotte Stjerngren. It is proposed that Johan Hagberg be re-elected as Chairman of the Board.<\/span><\/span><\/p>\n

      Further information on the proposed Board members is available at www.note.eu.<\/span><\/span><\/p>\n

      Item 12 b) - Re-election is proposed, in accordance with the Audit Committee's recommendation, of the auditing firm \u00d6hrlings PricewaterhouseCoopers AB (PwC) for the period until the end of the next Annual General Meeting. PwC has informed that in case PwC is re-elected, Niklas Renstr\u00f6m will remain as auditor in charge.<\/span><\/span><\/p>\n

      Point 13 - The instruction to the Nomination Committee is proposed to be amended by (i) adding \u201das of 30 September\u201d to the first sentence of the instruction and (ii) the sentence \u201d<\/span>When preparing a proposal for the election of a Board member of the Company, the Nomination Committee shall assess whether the Board member can devote the necessary time to the Board assignment in light of the member's other assignments and commitments\u201d<\/span> is added to paragraph four of the nomination committee instructions. <\/span>New instructions for the nomination committee are proposed with the following wording.<\/span><\/span><\/p>\n

      The Nomination Committee shall be formed by the four largest shareholders in terms of voting rights as of 30 September who wish to participate, each appointing a member at least six months before the Annual General Meeting, with the Chairman of the Company's Board of Directors as convener. For the purpose of determining the four largest shareholders in terms of voting rights, a group of shareholders shall be deemed to constitute one shareholder if they have been grouped together in the Euroclear system. Where one or more shareholders renounce their right, the next largest shareholder shall be given the same opportunity. When shareholders are contacted, the Chairman of the Board shall set out the necessary rules of procedure, such as the last day for replying, etc. Otherwise, the Nomination Committee shall be subject to what applies from time to time under the Swedish Code of Corporate Governance. The names of the four members shall be published as soon as they are appointed.<\/p>\n

      The majority of the members of the nomination committee shall not be members of the board of directors and the managing director or any other member of the management shall not be a member of the nomination committee. The chairman of the nomination committee shall, unless the members agree otherwise, be the member who represents the largest shareholder in terms of votes. However, a member of the Board of Directors shall not be the Chairman of the Nomination Committee. The Nomination Committee's mandate runs until a new Nomination Committee is appointed. <\/span><\/span><\/p>\n

      If an owner is no longer among the four largest shareholders in the Company, its representative shall make its seat available, and shareholders who have become among the four largest shall be offered a seat on the Nomination Committee. Shareholders who have appointed a representative to the Nomination Committee are entitled to dismiss such member and appoint a new representative. If a representative leaves the Nomination Committee for any other reason before its work is completed, the shareholder who appointed the representative shall be given the opportunity to appoint a new representative. Changes in the nomination committee shall be publicised. <\/span><\/span><\/p>\n

      The Nomination Committee shall prepare a proposal for Chairman of the Meeting, Board of Directors, Chairman of the Board, Board fees, instructions for the Nomination Committee and, where applicable, auditors and remuneration of auditors to be submitted to the Annual General Meeting (and, where applicable, Extraordinary General Meeting) for resolution. When preparing a proposal for the election of a board member of the Company, the nomination committee shall assess whether the board member can devote the necessary time to the board assignment in light of the member's other duties and commitments.<\/span><\/span><\/span><\/p>\n

      At the request of the Nomination Committee, the Company shall provide personnel resources such as secretarial services to facilitate the work of the Nomination Committee. If necessary, the company shall also be able to pay reasonable costs for external consultants that the nomination committee deems necessary for the nomination committee to fulfil its assignment.<\/span><\/span><\/p>\n

      The above principles for the appointment of the Nomination Committee and the Nomination Committee's assignment shall apply until the General Meeting decides to change them. It is the responsibility of the Nomination Committee to decide prior to the Annual General Meeting whether the Nomination Committee deems it necessary to propose to the Annual General Meeting that the principles in question be amended. <\/span><\/span><\/p>\n

      Proposal of the Management Board (points 9b and 14-18)<\/span><\/span><\/strong><\/p>\n

      The Board of Directors' proposal for a resolution on the appropriation of the company's profit according to the adopted balance sheet<\/span><\/span><\/strong><\/p>\n

      The Board of Directors proposes that the Company pays a dividend to the shareholders of SEK 1.20 per share with Monday 27 April 2020 as the record date. With this record date, Euroclear Sweden AB is expected to pay the dividend on Thursday 30 April 2020.<\/p>\n

      The Board of Directors recalls that the Company's total profits, according to the balance sheet as of 31 December 2019, amount to SEK 77,273,888 and thus exceed the proposed total dividend amount of a maximum of SEK 33,447,120 by SEK 43,826,768.<\/span><\/span><\/p>\n

      The Board of Directors' proposal for guidelines for remuneration to senior executives (item 14)<\/span><\/span><\/strong><\/p>\n

      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. <\/span><\/span><\/p>\n

      The promotion of the Company's business, long-term interests and sustainability by the Guidelines<\/span><\/span><\/strong><\/span><\/span><\/p>\n

      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.<\/span><\/span><\/p>\n

      The forms of compensation, etc.<\/span><\/span><\/strong><\/p>\n

      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.<\/span><\/span><\/p>\n

      Fixed salary<\/span><\/span><\/em><\/p>\n

      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.<\/span><\/span><\/p>\n

      Variable pay<\/span><\/span><\/em><\/p>\n

      In addition to a fixed salary <\/span><\/span>The CEO and other members of the Executive Board, as separately agreed, receive variable pay upon fulfilment of agreed criteria. The variable remuneration shall be linked to one or more predetermined and measurable targets <\/span><\/span>set by the board of directors. The performance 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 objectives.<\/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. <\/span><\/span>The criteria shall apply for one financial year at a time. <\/span><\/span>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. The terms and conditions for variable remuneration are designed so that the Board of Directors, in the event of exceptional economic circumstances, has the possibility to limit or refrain from paying variable remuneration if such a measure is deemed reasonable. <\/span><\/span><\/span><\/span><\/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. <\/span><\/span><\/p>\n

      Pension scheme<\/span><\/span><\/em><\/p>\n

      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.<\/span><\/span><\/p>\n

      Other benefits<\/span><\/span><\/em><\/p>\n

      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.<\/span><\/span><\/p>\n

      Conditions of cancellation <\/span><\/span><\/strong><\/p>\n

      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.<\/span><\/span><\/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.<\/span><\/span><\/p>\n

      Remuneration of members of the Board of Directors<\/span><\/span><\/strong><\/p>\n

      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.<\/span><\/span><\/p>\n

      Salaries and employment conditions for employees<\/span><\/span><\/strong> <\/em><\/span><\/span><\/p>\n

      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.<\/span><\/span><\/p>\n

      Deliberation and decision-making process<\/span><\/span><\/strong> <\/em><\/span><\/span><\/p>\n

      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. The guidelines are valid until new guidelines are adopted by the General Meeting.<\/span><\/span><\/p>\n

      The Remuneration Committee monitors and evaluates variable remuneration programmes for the Executive Board, the application of the remuneration guidelines for senior executives and the remuneration structures and levels in place 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.<\/span><\/span><\/p>\n

      Extending the guidelines<\/span><\/span><\/strong> <\/em><\/span><\/span><\/p>\n

      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. <\/span><\/span><\/p>\n

      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 recognising as far as possible the overall purpose of these guidelines.<\/span><\/span><\/p>\n

      Information on reimbursements decided but not yet due<\/span><\/span><\/strong><\/p>\n

      On 10 June 2019, new rules were introduced in the Companies Act regarding, among other things, the format of remuneration guidelines. According to the transitional provisions of the new rules, the proposal for remuneration guidelines must contain information on previously decided remuneration that has not yet fallen due for payment. Apart from the commitments to pay ongoing remuneration such as salary, pension and other benefits, there is no previously decided remuneration to any senior executive that has not fallen due. For further information on the remuneration of senior management, see note 7 of the annual report.<\/span><\/span><\/p>\n

      The Board of Directors' proposal for authorisation for the Board of Directors to decide on the acquisition and transfer of own shares<\/span><\/span><\/strong><\/p>\n

      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.<\/span><\/span><\/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.<\/span><\/span><\/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.<\/span><\/span><\/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.<\/span><\/span><\/p>\n

      The Board of Directors' proposal for resolution on authorisation for the Board of Directors to decide on a new share issue (item 16)<\/span><\/span><\/strong><\/p>\n

      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.<\/span><\/span><\/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.<\/span><\/span><\/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.<\/span><\/span>.<\/span><\/span><\/span><\/span><\/p>\n

      The Board of Directors' proposal to a) reduce the share capital through cancellation of repurchased shares and b) increase the share capital through a bonus issue (item 17)<\/span><\/span><\/strong><\/p>\n

      a) Reduction of share capital through cancellation of own shares repurchased<\/span><\/span><\/strong><\/p>\n

      The Board of Directors proposes that the Meeting resolves to reduce the share capital by a total of SEK 500,000. The reduction shall be carried out through the cancellation of 1,000,000 shares that the Company has repurchased by virtue of the authorisation from the previous Annual General Meeting for allocation to a free fund to be used in accordance with item b) below.<\/span><\/span><\/p>\n

      The Board's report in accordance with Chapter 20, Section 13, fourth paragraph of the Companies Act<\/span><\/span><\/strong><\/p>\n

      In accordance with Chapter 20, Section 13, fourth paragraph, of the Swedish Companies Act, the Board of Directors may state the following.<\/p>\n

      The decision to reduce the share capital in accordance with this item a) may be implemented without obtaining the authorisation of the Swedish Companies Registration Office or, in disputed cases, the general court, since the Company simultaneously carries out a bonus issue in accordance with item b) below, with an amount at least equivalent to the amount by which the share capital has been reduced in accordance with the above. Taken together, these measures will not reduce the Company's restricted equity or share capital. The effect of the Board's proposal under this item a) is that the Company's restricted equity and share capital will decrease by SEK 500,000. The effect of item b) below is that the Company's restricted equity and share capital will increase by SEK 500,000 through a bonus issue and will thereby amount to at least the amount that it amounted to before the reduction. <\/span><\/span><\/p>\n

      b) Increase of the share capital through a bonus issue <\/span><\/span><\/strong><\/span><\/span><\/p>\n

      In order to restore the share capital after the proposed reduction of the share capital as set out above, the Board of Directors proposes that the Meeting simultaneously resolves that the share capital shall be increased by way of a bonus issue of SEK 500,000, through a transfer of SEK 500,000 from the Company's non-restricted equity. The bonus issue shall be carried out without issuing new shares. <\/span><\/span><\/p>\n

      The Board of Directors or the person appointed by the Board of Directors shall be authorised to make such minor amendments to the above resolutions as may be required for registration of the resolutions with the Swedish Companies Registration Office or Euroclear Sweden AB<\/span><\/span> and otherwise take the necessary measures to implement the decisions.<\/span><\/span><\/span><\/span><\/p>\n

      Resolutions passed by the General Meeting in accordance with paragraph 17 a) to b) above shall be adopted as a joint resolution. 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.<\/span><\/span><\/p>\n

      Board of Directors' proposal for resolution on amendments to the Articles of Association (item 18)<\/span><\/span><\/strong><\/p>\n

      The Board of Directors proposes that the Annual General Meeting resolves to amend the Articles of Association with respect to the record date for participation in the Annual General Meeting as set out below due to amended rules in the Swedish Companies Act (2005:551).<\/span><\/span><\/p>\n

      \u00a0<\/p>\n\n\n\n\n
      Current wording<\/span><\/span><\/em><\/td>\nProposed wording<\/span><\/span><\/em><\/td>\n<\/tr>\n
      8. time and manner of convening and notification of shareholders to general meetings, etc.<\/span><\/span><\/strong>
      \n\t\t\tIn order to participate in the General Meeting, shareholders must be listed in a printout or other presentation of the entire share register of conditions five working days before the meeting and must register with the company no later than the day specified in the notice. The latter day may not be a Sunday, other public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve and may not fall earlier than the fifth weekday before the meeting.<\/span><\/span><\/td>\n      		8. time and manner of convening and notification of shareholders to general meetings, etc.<\/span><\/span><\/strong>\"
      \n\t\t\tShareholders wishing to attend the General Meeting must notify the company no later than the date specified in the notice of the General Meeting. This day may not be a Sunday, other public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve and may not fall earlier than the fifth weekday before the meeting.\u201d<\/span><\/span><\/em>
      \n\t\t\t\u00a0<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

      \u00a0<\/p>\n

      The Board of Directors further proposes that the General Meeting resolves on the following amendments to the Articles of Association.<\/span><\/span><\/p>\n

      \u00a0<\/p>\n\n\n\n\n
      Current wording<\/span><\/span><\/em><\/td>\nProposed wording<\/span><\/span><\/em><\/td>\n<\/tr>\n
      1. the name of the company<\/span><\/span><\/strong>
      \n\t\t\tThe company's name is NOTE AB (publ).<\/span><\/span><\/td>\n      		1. the name of the company<\/span><\/span><\/strong>
      \n\t\t\tThe company's name is NOTE AB (publ).<\/span><\/span><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

      \u00a0<\/p>\n\n\n\n\n
      Current wording<\/span><\/span><\/em><\/td>\nProposed wording<\/span><\/span><\/em><\/td>\n<\/tr>\n
      11. reconciliation clause<\/span><\/span><\/strong>
      \n\t\t\tThe company's shares shall be registered in a CSD register in accordance with the Financial Instruments Accounts Act (1998:1479).<\/span><\/span><\/td>\n      		11. reconciliation clause<\/span><\/span><\/strong>
      \n\t\t\t\u201dThe company's shares shall be registered in a CSD register in accordance with the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).\u201d<\/span><\/span><\/em><\/span><\/span><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

      \u00a0<\/p>\n

      The board of directors also proposes that the general meeting resolves to make editorial amendments to the articles of association, which will be set out in the final proposal for resolution on amendments to the articles of association, which will be available at the Company and on the Company's website no later than three weeks prior to the general meeting.<\/p>\n

      The Board of Directors, or the person appointed by the Board of Directors, shall be authorised to decide on such minor amendments to the resolutions of the General Meeting as may be required in connection with the registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements. <\/span><\/span><\/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.<\/span><\/span><\/p>\n

      Shareholders' right to request information<\/span><\/span><\/strong><\/p>\n

      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.<\/span><\/span><\/p>\n

      Documents for the General Meeting <\/span><\/span><\/strong><\/p>\n

      Accounting documents, the auditor's report, the Nomination Committee's proposals for resolutions, the reasoned statement regarding its proposals for the Board of Directors and auditor, information about the proposed Board members, the Board of Directors' complete proposals for resolutions and other documents required under the Swedish Companies Act will be available at the Company's offices at Borgarfjordsgatan 7 in Kista and on the Company's website, www.note.eu, 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.<\/span><\/span><\/p>\n

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      \nKista in March 2020<\/span><\/span><\/span><\/span><\/p>\n

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

      About NOTE
      \nNOTE is one of northern Europe's leading partners for electronics manufacturing. NOTE manufactures printed circuit boards (PCBA), sub-assemblies and complete products (box build). Its customer offering covers the whole product lifecycle, from design to after-sales. NOTE is established in Sweden, Finland, the UK, Estonia, Bulgaria and China. Sales in the last 12 months were SEK 3,687 million and the group has some 1,400 employees. NOTE is listed on Nasdaq Stockholm. For more information, please visit <\/span><\/span><\/em>www.note.eu<\/span><\/span><\/em><\/a>.<\/span><\/span><\/em><\/p>\n

      This information is information that NOTE AB (publ) is obliged to make public pursuant to <\/span>regulations for issuers on Nasdaq Stockholm. The information was submitted for publication on March 2020 at 14:00 CET.<\/span><\/em><\/span><\/span><\/span><\/span><\/p>\n

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      Attached files<\/strong>
      Press release (PDF)<\/a><\/p>\n<\/div>\n