{"id":15706,"date":"2016-03-18T08:30:00","date_gmt":"2016-03-18T07:30:00","guid":{"rendered":"https:\/\/www.note-ems.com\/press-releases\/kallelse-till-arsstamma-i-note-ab-publ-den-19-april-2016\/"},"modified":"2025-12-02T08:28:22","modified_gmt":"2025-12-02T07:28:22","slug":"notice-to-the-annual-general-meeting-of-note-ab-publ-on-19-april-2016","status":"publish","type":"mfn_news","link":"https:\/\/www.note-ems.com\/en\/pressmeddelande\/kallelse-till-arsstamma-i-note-ab-publ-den-19-april-2016\/","title":{"rendered":"Notice to attend the Annual General Meeting of NOTE AB (publ) on 19 April 2016"},"content":{"rendered":"

Shareholders are hereby invited to attend the Annual General Meeting of NOTE AB (publ), 556408-8770, on Tuesday 19 April 2016 at 2:00 p.m. at Sp\u00e5rvagnshallarna, Birger Jarlsgatan 57 A, Stockholm. Attendance registration at the AGM will commence at 13:15.
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Right to participate in the General Meeting<\/strong>
Shareholders who wish to attend the Annual General Meeting shall<\/span><\/p>\n

- be entered in the share register maintained by Euroclear Sweden AB no later than Thursday 13 April 2016,<\/span><\/p>\n

- register with the company no later than Thursday 13 April 2016. Registration can be made by e-mail, info@note.eu<\/a>, or by telephone 08-568 990 00. Notification may also be made in writing to NOTE AB, Box 711, SE-182 17 DANDERYD, 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.<\/span><\/p>\n

Shareholders whose shares are registered in the name of a nominee should, in good time before 19 April 2012, temporarily register their shares in their own name through their nominee in order to be entitled to participate in the Meeting.<\/span><\/p>\n

As of today, the number of shares and votes in the company amounts to 28 872 600.<\/span><\/span><\/p>\n

Ombudsmen<\/strong>
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, a certified copy of the certificate of registration or equivalent for the legal entity must be attached. The registration certificate must not be older than six months. The original power of attorney and any certificate of registration should be sent by post to the company before the meeting. A proxy form is available for download on the company's website, www.note.eu<\/a>. <\/span><\/span><\/p>\n

<\/strong><\/span><\/span>DRAFT AGENDA<\/strong>
1. opening of the meeting.
Election of chairman and minute-taker for the meeting.
3. drawing up and approval of the voting list.
Approval of the agenda proposed by the Management Board.
5. Election of one or two scrutineers.
Examination of whether the meeting has been duly convened.
7. Report on the work of the Board.
Presentation of the annual accounts and the auditors' report, as well as the consolidated accounts and the consolidated auditors' report.
9. decision
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
b) on the appropriation of the company's result according to the adopted balance sheet,
(c) on the discharge of the members of the Board of Directors and the Managing Director.
Determination of the number of directors and auditors elected at the annual general meeting.
Determination of the remuneration of the Board of Directors and the auditors.
12. Choice of
(a) the Management Board,
b) auditors.
Adoption of the Nomination Committee's proposal for instructions for the Nomination Committee.
14. Adoption of the Board of Directors' proposal for guidelines for remuneration to senior executives.
15. Resolution authorising the Board of Directors to decide on the acquisition and transfer of own shares.
16. Any other business that is incumbent on the meeting under the Companies Act or the Articles of Association.
17. Closure of the meeting.<\/span><\/span><\/p>\n

The Nomination Committee<\/strong>
NOTE's Nomination Committee consisted of Bruce Grant (Garden Growth Capital LLC), Johan Hagberg (own holding), Jonas Hagstr\u00f6mer (Creades AB) and Peter Svanlund (Banque Carnegie Luxembourg S.A. on behalf of Museion F\u00f6rvaltnings). The Chairman of the Nomination Committee has been Jonas Hagstr\u00f6mer.<\/span><\/span><\/p>\n

Nomination Committee proposals (items 2, 10, 11, 12 and 13)<\/strong>
2. Kristian Te\u00e4r is proposed as chairman of the meeting.<\/span><\/span><\/p>\n

10. It is proposed that the Board of Directors should consist of seven ordinary members without deputies. It is proposed that an audit firm be appointed as auditor.<\/span><\/span><\/p>\n

11. the Board's fees for the period up to and including the next Annual General Meeting are proposed to total SEK 960,000, which is unchanged from the previous year. The Board's fees are proposed to be distributed as follows: fees for the Chairman SEK 300,000 and fees for other members SEK 100,000 per member. In addition, it is proposed that SEK 60,000 be allocated to committee members as decided by the Chairman of the Board. Board members are authorised to invoice fees from companies provided that this is cost-neutral for NOTE compared to receiving the remuneration as income from employment. <\/span><\/span><\/p>\n

It is proposed that auditors' fees be paid on a current account basis.<\/span><\/span><\/p>\n

12. a) The following Board members are proposed for re-election: Kjell-\u00c5ke Andersson, Bruce Grant, Bahare Hederstierna, Stefan Johansson, Henry Klotz, Daniel Nyhr\u00e9n Edeen and Kristian Te\u00e4r. Kristian Te\u00e4r is proposed as Chairman of the Board.<\/span><\/span><\/p>\n

b) Re-election is proposed of the auditing firm \u00d6hrlings PricewaterhouseCoopers AB (PwC) for the period until the end of the next Annual General Meeting. PwC has announced that if PwC is elected, PwC will appoint Niklas Renstr\u00f6m as auditor in charge.<\/span><\/span><\/p>\n

13. The Nomination Committee shall be formed by the four largest shareholders, or groups of shareholders, who wish to participate, each appointing a member at least six months before the Annual General Meeting, with the Chairman of the Board of Directors as convener. Where one or more shareholders waive their right, the next largest shareholder shall be given the same opportunity. The names of the four members shall be published as soon as they have been appointed.<\/span><\/span><\/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 the Chairman of the Meeting, the Board of Directors, the Chairman of the Board of Directors, Board fees, instructions for the Nomination Committee, auditors and auditors' fees to be submitted to the Annual General Meeting (and, where applicable, the Extraordinary General Meeting) for decision. 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

Proposal of the Management Board (points 9(b), 14 and 15)<\/strong> <\/span><\/span><\/p>\n

9 b) The Board of Directors proposes that the company pays a dividend to the shareholders of SEK 0.70 per share with Thursday 21 April as the record date. With this record date, Euroclear Sweden AB is expected to pay the dividend on Tuesday 26 April 2016.<\/span><\/span><\/p>\n

The Board of Directors points out that the company's total profits, according to the balance sheet as at 31 December 2015, amount to SEK 90 860 488 and thus exceed the proposed total dividend amount of SEK 20 210 820 by SEK 70 649 668. <\/span><\/span><\/p>\n

14. the Board of Directors proposes that the guidelines for remuneration of senior executives adopted at the 2011 Annual General Meeting be adopted without change for 2012.<\/span><\/span><\/p>\n

15. The Board of Directors proposes that the Board be authorised, for the period until the next Annual General Meeting, to make decisions on the acquisition of a maximum number of shares so that the company after acquisition holds a maximum of 10 per cent of the registered number of shares in the company, and on the transfer of the company's own shares. <\/span><\/span><\/p>\n

Acquisitions may be made against cash payment either on the stock exchange on which the company's shares are listed or by means of an offer to all shareholders. The price to be paid shall correspond to the market value of the company's shares at the time of publication of the offer. <\/span><\/span><\/p>\n

The purpose of the proposed buy-back option is to give the Board of Directors greater room for manoeuvre in its work on the company's capital structure.<\/span><\/span><\/p>\n<\/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's offices at Vendev\u00e4gen 85 A in Danderyd and on the company's website from 29 March 2016 at the latest, www.note.eu<\/a>. The documents will be sent to shareholders who so request and provide their postal or e-mail address.<\/span><\/span><\/p>\n

________________________
<\/span><\/span><\/p>\n

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

About NOTE <\/em><\/span><\/span><\/p>\n

NOTE is one of Northern Europe's leading manufacturing and logistics partners for the production of electronics-based products. <\/em><\/span><\/span>NOTE manufactures printed circuit boards, sub-assemblies and complete products (box build). <\/em>Its customer offering covers the whole product lifecycle, from design to after-sales. NOTE is established in <\/em>Sweden, Norway, Finland, England, Estonia and China. Sales for 2015 totalled SEK 1 122 million and <\/em>The number of employees in the group is approximately 940. NOTE is listed on Nasdaq Stockholm. For more information on NOTE, <\/em>please visit www.note.eu<\/a>.<\/em>

NOTE AB (publ) is publishing this information in accordance with the Swedish Securities Markets Act. <\/em>The information was submitted for publication at 08.30 on 18 March 2016.<\/em> <\/span><\/span><\/p>\n

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