{"id":15687,"date":"2017-04-20T17:00:00","date_gmt":"2017-04-20T15:00:00","guid":{"rendered":"https:\/\/www.note-ems.com\/press-releases\/kommunike-fran-notes-arsstamma-den-20-april-2017\/"},"modified":"2025-12-02T08:28:21","modified_gmt":"2025-12-02T07:28:21","slug":"communication-from-the-annual-general-meeting-of-20-april-2017","status":"publish","type":"mfn_news","link":"https:\/\/www.note-ems.com\/en\/pressmeddelande\/kommunike-fran-notes-arsstamma-den-20-april-2017\/","title":{"rendered":"Bulletin from NOTE's Annual General Meeting on 20 April 2017"},"content":{"rendered":"

At the Annual General Meeting of NOTE AB (publ) on 20 April 2017, the AGM passed resolutions including the following. The Board of Directors' complete proposals have previously been published and are available on the company's website, www.note.eu.<\/span><\/p>\n

Adoption of the income statement and balance sheet and discharge from liability<\/span><\/strong>
The AGM decided to adopt the income statement and balance sheet and the consolidated income statement and consolidated balance sheet as at 31 December 2016. The AGM also decided to discharge the Board of Directors and the Managing Director from liability for their management of the company's affairs during the financial year 2016.<\/span><\/p>\n

Dividends<\/span><\/strong>
In accordance with the Board's proposal, the Annual General Meeting resolved to pay a dividend to shareholders of SEK 0.70 per share. The record date for entitlement to the dividend was set at Monday 24 April 2017 and payment from Euroclear Sweden AB is expected to be made on Thursday 27 April 2017.<\/span><\/p>\n

Board of Directors and auditor<\/span><\/strong>
The AGM resolved in accordance with the Nomination Committee's proposal that the Board of Directors shall consist of six ordinary members with no deputies and that the company shall have an auditing firm as auditor.<\/span><\/p>\n

In accordance with the Nomination Committee's proposal, it was resolved that fees to the Board of Directors for the period up to and including the next Annual General Meeting shall be paid in a total amount of SEK 783,000 (excluding remuneration for committee work), of which SEK 255,000 to the Chairman of the Board and SEK 112,000 to the other Board members, and that fees to the auditor shall be paid on a current account basis. Furthermore, the Meeting resolved, in accordance with the Nomination Committee's proposal, to re-elect Kjell-\u00c5ke Andersson, Johan Hagberg, John Hedberg and Bahare Hederstierna as members of the Board of Directors of the company and to elect Johannes Lind-Widestam as a new member of the Board of Directors. John Hedberg was re-elected as Chairman of the Board.<\/span><\/p>\n

The auditing firm \u00d6hrlings PricewaterhouseCoopers AB (PwC), with Niklas Renstr\u00f6m as auditor in charge, was re-elected in accordance with the Nomination Committee's proposal for the period until the end of the next Annual General Meeting.<\/span><\/p>\n

Guidelines for the appointment of the nomination committee<\/span><\/strong>
The AGM resolved to adopt the Nomination Committee's proposed principles for the appointment of the Nomination Committee. According to the instructions, the Nomination Committee shall be formed by the four largest shareholders in terms of voting rights, 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 as convener.<\/span><\/p>\n

Guidelines for the remuneration of senior executives<\/span><\/strong>
The AGM resolved to adopt (unchanged) guidelines for remuneration to senior executives in accordance with the Board's proposal. Remuneration shall consist of a fixed salary, any variable remuneration and other customary pension. Variable remuneration is dependent on the individual's fulfilment of quantitative and qualitative targets and can amount to a maximum of 100 per cent of the fixed salary. The retirement age is 65 years. NOTE offers ITP-like benefits.<\/span><\/p>\n

The Board of Directors shall be authorised to deviate from the above guidelines for remuneration in individual cases and if special reasons exist. If such a deviation occurs, information about this and the reason for the deviation shall be reported at the next Annual General Meeting.<\/span><\/p>\n

Decision to amend the articles of association<\/span><\/strong>
The Annual General Meeting resolved in accordance with the Board's proposal to amend items 2, 8 and 9 of the Articles of Association. The new wording of item 2 of the Articles of Association means that the seat of the Board of Directors will be located in the municipality of Stockholm, Stockholm County instead of the previous municipality of Danderyd, Stockholm County. This change has led to the deletion of the wording in item 8 of the Articles of Association stating that General Meetings may be held in Stockholm in addition to the place where the company has its registered office. The new wording of Article 9.8 and Article 9.10 of the Articles of Association means that the determination of the number of auditors and deputy auditors and the election of auditors takes place at each Annual General Meeting instead of \u201dwhen it shall take place\u201d according to the previous wording.<\/span><\/p>\n

Authorisation for the Board to decide on the acquisition and transfer of own shares<\/span><\/strong>
The Annual General Meeting resolved to authorise the Board of Directors to decide on the acquisition of the company's own shares on the following terms, in accordance with the Board's proposal: 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 own shares so that the company's own holding at any time does not exceed ten (10) per cent of all shares in the company, acquisitions on Nasdaq Stockholm may only be made at a price that falls within the price interval registered on Nasdaq Stockholm at any given time, by which is meant the interval between the highest listed buying price and the lowest selling price, acquisitions in accordance with an offer to all shareholders shall be made at a price corresponding to the lowest listed price at the time of the offer with a maximum deviation of twenty (20) per cent upwards, and that acquisitions may be made on one or more occasions during the period until the 2018 Annual General Meeting. <\/span><\/p>\n

The AGM further resolved to authorise the Board of Directors to decide on the transfer of the company's own shares on the following terms, in accordance with the Board's proposal: the transfer may only take place outside Nasdaq Stockholm, the transfer may take place with or without preferential rights for the shareholders and with or without provisions for contribution in kind or right of set-off, the transfer may take place at a price in money or value of property received corresponding to the market price at the time of the transfer of the shares transferred with such deviation as the Board of Directors deems appropriate 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 of Directors, and that transfers may be made on one or more occasions during the period up to the 2018 Annual General Meeting. <\/span><\/p>\n

The purpose of the above authorisations for 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><\/p>\n

Resolution on Incentive Programme 2017\/2020 and issue of warrants<\/span><\/strong>
The Meeting resolved in accordance with the proposal of the Board of Directors to adopt a long-term incentive programme for current and future members of the Group Management and key employees (\u201dIncentive programme 2017\/2020<\/strong>\u201dThe incentive programme consists of an issue of up to 600,000 warrants.<\/span><\/p>\n

The right to subscribe for warrants shall belong to the wholly owned subsidiary NOTE Components AB, which shall transfer the warrants to the participants. The transfer of warrants to the participants shall be made at a price corresponding to the market value of the warrant (the warrant premium). Upon full exercise of all warrants under the Incentive Programme 2018\/2021, up to 630,000 shares, corresponding to approximately two (2) per cent of the total number of outstanding shares of the total number of outstanding shares and votes, may be issued. The calculation is based on the maximum number of shares and votes that may be issued divided by the total number of shares and votes after such issue.<\/span><\/p>\n

For further information, please contact:
Stefan Hedelius, President and CEO, tel. 076-100 07 31
Henrik Nygren, Chief Financial Officer, tel. 070-977 06 86 <\/span><\/p>\n

About NOTE
NOTE is one of northern Europe's leading manufacturing and logistics partners for the production of electronics-based products. NOTE manufactures printed circuit boards, 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 and China. Sales in the last 12 months totalled SEK 1,139 million, and the group has some 900 employees. NOTE is listed on Nasdaq Stockholm. For more information, please visit www.note.eu.<\/span><\/em><\/span><\/p>\n

NOTE AB (publ) is publishing this information in accordance with Nasdaq Stockholm's Rule Book for Issuers. The information was submitted for publication on 26 April 2018 at 17:00 CET.<\/span><\/em><\/span><\/p>\n

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