{"id":15751,"date":"2012-03-23T11:50:00","date_gmt":"2012-03-23T10:50:00","guid":{"rendered":"https:\/\/www.note-ems.com\/press-releases\/kallelse-till-arsstamma-i-note-ab-publ-den-25-april-2012\/"},"modified":"2025-12-02T08:28:27","modified_gmt":"2025-12-02T07:28:27","slug":"notice-to-the-annual-general-meeting-of-note-ab-publ-on-25-april-2012","status":"publish","type":"mfn_news","link":"https:\/\/www.note-ems.com\/en\/press-release\/notice-to-the-annual-general-meeting-of-note-ab-publ-on-25-april-2012\/","title":{"rendered":"Notice to attend the Annual General Meeting of NOTE AB (publ) on 25 April 2012"},"content":{"rendered":"

Shareholders are hereby invited to attend the Annual General Meeting of NOTE AB (publ), 556408-8770, on Wednesday 25 April 2012 at 1:00 p.m. at Sp\u00e5rvagnshallarna, Birger Jarlsgatan 57 A, Stockholm.<\/span><\/p>\n

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 19 April 2012,<\/span><\/p>\n

- notify the company of their intention to attend the AGM at NOTE AB, Box 711, <\/span>
182 17 DANDERYD, or by telephone +46 8 568 990 00, or by e-mail: info@note.eu no later than 16.00 on Thursday 19 April 2012. The notification must state the name or company name, 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 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

Shareholders wishing to be accompanied by one or two assistants must give notice of their intention within the time and in the manner laid down for shareholders.<\/span><\/p>\n

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

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

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  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<\/span>
    b) on the appropriation of the company's result according to the adopted balance sheet,<\/span>
    (c) on the discharge of the members of the Board of Directors and the Managing Director.<\/span><\/li>\n
  10. 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,<\/span>
    b) auditors.<\/span><\/li>\n
  13. Adoption of the Nomination Committee's proposal for instructions for the Nomination Committee.<\/span><\/li>\n
  14. Adoption of the Board of Directors' proposal for guidelines for remuneration to senior executives.<\/span><\/li>\n
  15. Resolution authorising the Board of Directors to decide on the acquisition and transfer of own shares.<\/span><\/li>\n
  16. Other business to be brought before the meeting under the Companies Act or the Articles of Association. <\/span><\/li>\n
  17. Closure of the meeting.<\/span><\/li>\n<\/ol>\n

    The Nomination Committee<\/strong>
    NOTE's Nomination Committee consisted of Daniel Nyhr\u00e9n, representing Creades AB, Bruce Grant, representing Garden Growth Capital LLC, Kjell-\u00c5ke Andersson, representing his own holding, and Peter Zonabend, representing Banque Carnegie Luxembourg S.A. The Chairman of the Nomination Committee was Daniel Nyhr\u00e9n, initially representing Investment AB \u00d6resund and later Creades AB.<\/span><\/p>\n

    Nomination Committee proposals (items 2, 10, 11, 12 and 13)<\/strong>
    2. Stefan Charette is proposed as Chairman of the meeting.
    10. It is proposed that the Board of Directors shall consist of six ordinary members without deputies and that one <\/span>ordinary auditor without an alternate is appointed.
    11. The Board's remuneration for the period up to and including the next Annual General Meeting is proposed to be paid in total <\/span>SEK 860,000, which is SEK 200,000 higher than last year. The Board's remuneration is proposed <\/span>be allocated as follows: fees for the Chairman SEK 300,000 and fees for other <\/span>members SEK 100,000 per member. In addition, it is proposed to allocate SEK 60,000 to <\/span>members of committees as decided by the Chairman of the Board. Board members who are employed by <\/span>The company shall not receive any directors' fees. The auditor's fee is proposed to be paid according to the current <\/span>bill.
    12. a) The following Board members are proposed for re-election: Stefan Charette, Kjell-\u00c5ke Andersson, <\/span>Bruce Grant, Stefan Johansson and Henry Klotz. New election is proposed by Bert Nordberg. <\/span>
    Mr Stefan Charette is proposed as Chairman of the Board.
    b) Re-election of the auditing firm \u00d6hrlings PricewaterhouseCoopers AB is proposed for a period of three years until the 2015 Annual General Meeting. Magnus Br\u00e4ndstr\u00f6m is proposed as auditor in charge.<\/span>
    13. The Nomination Committee shall be formed by the four largest shareholders, who wish to participate, each appointing a representative 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 representatives shall be published as soon as they have been appointed.<\/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><\/p>\n

    A member shall leave the committee if the shareholder he represents is no longer one of the four largest shareholders. In the event that more than one member leaves the Nomination Committee for the above-mentioned reasons, the four largest shareholders shall appoint four representatives to the Nomination Committee. Unless there are special reasons, however, no changes shall be made to the composition of the Nomination Committee if only marginal changes in the number of votes have taken place or the change occurs later than two months before the Annual General Meeting. Shareholders who have appointed a representative as a member of the Nomination Committee are entitled to dismiss such member and appoint a new representative as a member of the Nomination Committee. Changes in the composition of the Nomination Committee shall be announced as soon as they occur.<\/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 and, where applicable, auditors, and auditors' fees to be submitted to the Annual General Meeting (and, where applicable, the Extraordinary General Meeting) for decision.<\/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><\/p>\n

    Proposal of the Management Board (points 14 and 15)
    <\/strong><\/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.<\/span>
    15. The Board of Directors proposes that the Board be authorised, for the period until the next Annual General Meeting, to decide to acquire 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 to transfer the company's own shares. 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 must correspond to the market value of the company's shares at the time the offer is announced. 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<\/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 from 4 April 2012 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 state their postal address or e-mail address.<\/span><\/p>\n

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

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

    About NOTE
    NOTE is one of the Nordic region's leading manufacturing partners for outsourced electronics production. 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 2011 were SEK 1,209 million and the group has some 950 employees. NOTE is listed on NASDAQ OMX Stockholm. For more information, please visit <\/em>www.note.eu<\/em><\/a>.<\/em><\/span><\/p>\n

    NOTE AB (publ) is publishing this information in accordance with the Swedish Securities Markets Act. The information was submitted for publication at 11:50 a.m. on 23 March 2012.<\/em><\/span><\/p>\n

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    Attached files<\/strong>
    wkr0006.pdf<\/a><\/p>\n<\/div>\n