{"id":15717,"date":"2015-03-20T15:30:00","date_gmt":"2015-03-20T14:30:00","guid":{"rendered":"https:\/\/www.note-ems.com\/press-releases\/kallelse-till-arsstamma-i-note-ab-publ-den-22-april-2015\/"},"modified":"2025-12-02T08:28:23","modified_gmt":"2025-12-02T07:28:23","slug":"notice-to-the-annual-general-meeting-of-note-ab-publ-on-22-april-2015","status":"publish","type":"mfn_news","link":"https:\/\/www.note-ems.com\/en\/pressmeddelande\/kallelse-till-arsstamma-i-note-ab-publ-den-22-april-2015\/","title":{"rendered":"Notice to attend the Annual General Meeting of NOTE AB (publ) on 22 April 2015"},"content":{"rendered":"

Shareholders are hereby invited to attend the Annual General Meeting of NOTE AB (publ), 556408-8770, on Wednesday<\/span> on 22 April 2015 at 14.00 at Sp\u00e5rvagnshallarna, Birger Jarlsgatan 57 A, Stockholm. Registration at the Annual General Meeting will commence at 13.15. <\/span><\/p>\n

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

- be entered in the share register maintained by Euroclear Sweden AB <\/span>by Thursday 16 April 2015,<\/span><\/p>\n

- register with the company <\/span>no later than Thursday 16 April 2015. Notification can be made by e-mail, info@note.eu, by telephone, +46 8 568 990 00, or by post to NOTE AB, Box 711, SE-182 17 Danderyd, Sweden. <\/span>Shareholders <\/span>which<\/span>\u00a0wish to be accompanied by a maximum of two counsellors, notify them in the same way. <\/span>The notification must state the name or company, personal or corporate identity number, number of shares, address and telephone number. <\/span><\/p>\n

Shareholders whose shares are registered in the name of a nominee should in good time <\/span>before 16 April 2015, through the intermediary of the nominee, temporarily register the shares in their own name in order to be entitled to attend the meeting.<\/span><\/p>\n

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

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

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

    \n
  1. Opening of the meeting. <\/span><\/li>\n
  2. Election of chairman and minute-taker for the meeting. <\/span><\/li>\n
  3. Drawing up and approval of the voting list. <\/span><\/li>\n
  4. Approval of the agenda proposed by the Management Board. <\/span><\/li>\n
  5. Election of one or two scrutineers. <\/span><\/li>\n
  6. Examination of whether the meeting has been duly convened. <\/span><\/li>\n
  7. Report on the work of the Board.<\/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><\/li>\n
  9. Decision
    <\/span>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) <\/span>on the appropriation of the company's profit according to the adopted balance sheet,
    c) <\/span>discharging the members of the Board of Directors and the Managing Director from liability.<\/span><\/li>\n
  10. <\/span>Determination of the number of directors and auditors elected at the annual general meeting.<\/span><\/li>\n
  11. Determination of the remuneration of the Board of Directors and the auditors. <\/span><\/li>\n
  12. Choice of
    <\/span>(a) the Management Board,
    b) <\/span>auditors.<\/span><\/li>\n
  13. <\/span>Adoption of the Nomination Committee's proposal for instructions for the Nomination Committee.<\/span><\/li>\n
  14. <\/span>Adoption of the Board of Directors' proposal for guidelines for remuneration to senior executives.<\/span><\/li>\n
  15. <\/span>Resolution authorising the Board of Directors to decide on the acquisition and transfer of own shares.<\/span><\/li>\n
  16. <\/span>Other <\/span>Other business to be brought before the meeting under the Companies Act or the Articles of Association. <\/span><\/li>\n
  17. <\/span>Closure of the meeting.<\/span><\/li>\n<\/ol>\n


    The Nomination Committee
    <\/span><\/strong><\/span>NOTE's Nomination Committee consisted of Jonas Hagstr\u00f6mer (Creades AB), Kjell-\u00c5ke Andersson (own holding), Bruce Grant (Garden Growth Capital LLC) 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><\/p>\n

    Nomination Committee proposals (items 2, 10, 11, 12 and 13)<\/span><\/strong><\/span>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0
    2. Kristian Te\u00e4r is proposed as chairman of the meeting.<\/span><\/p>\n

    <\/span>10. It is proposed that the Management Board should consist of seven members with no alternates. <\/span>It is proposed that an audit firm be appointed as auditor.<\/p>\n

    <\/span>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 SEK 100,000 higher than last year. The increase is a consequence of the proposed increase in the number of members by one person. <\/span><\/p>\n

    The remuneration of the Board of Directors is 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 in accordance with the Chairman's decision. The remuneration per member shall thus not change from the previous year. Board members may invoice fees from companies provided that this is cost-neutral for NOTE compared to receiving the remuneration as income from employment. <\/span><\/p>\n

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

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

    \u00a0\u00a0\u00a0\u00a0\u00a0 b) The auditing firm \u00d6hrlings PricewaterhouseCoopers AB (PwC) is proposed for re-election 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><\/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.\u00a0<\/span><\/p>\n

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

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

    <\/span>The Nomination Committee shall prepare a proposal for the Chairman of the AGM, the Chairman and members of the Board, the remuneration of the Board, instructions for the Nomination Committee, auditors and the remuneration of auditors to be submitted to the AGM (and, where applicable, the Extraordinary General Meeting) for decision.\u00a0
    \u00a0
    <\/span>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.\u00a0<\/span><\/p>\n

    <\/span>Proposal of the Management Board (points 9(b), 14 and 15)
    <\/span><\/strong><\/span>9. b) The Board of Directors proposes that the company pays a dividend to the shareholders of SEK 0.50 per share with Friday 24 April as the record date. With this record date, Euroclear Sweden AB is expected to pay the dividend on Wednesday 29 April 2015. <\/span><\/p>\n

    <\/span>The Board of Directors points out that the company's total profits, according to the balance sheet as at 31 December 2014, amount to SEK 98 445 813 and thus exceed the proposed total dividend amount of SEK 14 436 300 by SEK 84 009 513.\u00a0
    \u00a0
    <\/em><\/span>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.<\/p>\n

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

    <\/span>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\u00a0
    shares at the time of the announcement of the offer. <\/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><\/p>\n


    Documents for the General Meeting
    <\/span><\/strong><\/span>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 no later than 1 April 2015 at the company's offices at Vendev\u00e4gen 85 A in Danderyd and on the company's website, www.note.eu. The documents will be sent to shareholders who so request and provide their postal address or e-mail address.<\/span><\/p>\n

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

    <\/span>The Board of Directors of NOTE AB (publ)
    \u00a0
    <\/span><\/span><\/p>\n

    \n

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

    \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, Norway, Finland, the UK, Estonia and China. Sales for 2014 were SEK 1,064 million and the group has some 960 employees. NOTE is listed on Nasdaq Stockholm. For more information, please visit<\/p>\n

    NOTE AB (publ) is publishing this information in accordance with the Swedish Securities Markets Act. The information was submitted for publication at 15:30 on 20 March 2015.<\/em><\/span><\/p>\n<\/div>\n

    \n

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