Shareholders are hereby invited to attend the Annual General Meeting of NOTE AB (publ), 556408-8770,
\nWednesday 26 April 2006 at 16.30 on the premises of Roslagens Sparbank,
\nDanskes Gr\u00e4nd 2, Norrt\u00e4lje.<\/p>\n
Right to participate in the General Meeting
\nShareholders who wish to attend the General Meeting shall<\/p>\n
- be entered in the share register maintained by VPC AB no later than
\nThursday 20 April 2006,<\/p>\n
- notify the company of their intention to attend the general meeting
\nat NOTE AB (publ), Box 910, 761 29 NORRT\u00c4LJE, Sweden, or by
\ntelephone 0176-799 00, or by fax 0176-178 79, or by e-mail:
\ninfo@note.se, by 16:00 on Friday 21 April 2006. When registering
\nshould be the name or company name, personal or organisation number, the number of
\nshares, address and telephone number.<\/p>\n
Shareholders whose shares are registered in the name of a nominee should, in good time before
\non 20 April 2006, through the nominee, temporarily register
\nshares in their own name to be entitled to attend the meeting.<\/p>\n
Shareholders wishing to be accompanied by one or two assistants must notify
\nwithin the time and in the manner applicable to shareholders.<\/p>\n
Agents etc.
\nShareholders represented by proxy must issue a dated power of attorney
\nof the authorised representative. If the power of attorney is issued by a legal person, a certified copy of
\ncopy of the registration certificate or equivalent of the legal entity
\nis attached. The authorisation and the registration certificate must not be older than one
\nyear. The original power of attorney and any registration certificate should be submitted before
\nbe sent by post to the company.<\/p>\n
DRAFT AGENDA
\n1. opening of the meeting.
\n2. Election of the Chairman of the General Meeting.
\n3. drawing up and approval of the voting list
\n4. Approval of the agenda.
\n5. Election of one or two scrutineers.
\nExamination of whether the meeting has been duly convened.
\n7. Address by the President.
\n8. information on corporate governance
\n9. Presentation of the annual report and the audit report, and
\nconsolidated accounts and consolidated audit report.
\n10th Decision
\na) on the adoption of the profit and loss account and balance sheet and, where applicable
\nconsolidated income statement and consolidated balance sheet.
\nb) on the appropriation of the company's profit or loss according to the
\nthe adopted balance sheet.
\nc) record date for dividends
\nd) on the discharge of the members of the Board of Directors and the Managing Director.
\n11. Determination of the number of Board members to be elected at
\nthe meeting.
\nDetermination of the remuneration of the Board of Directors and the auditors.
\n13. Election of Board members and Chairman of the Board.
\n14. Resolution to amend the Articles of Association.
\n15. Resolution on the introduction of an incentive programme and issue of
\nwarrants.
\n16. Other matters.
\n17. Closure of the General Meeting.<\/p>\n
PROPOSAL FOR A DECISION<\/p>\n
Item 10 b-c); Resolution on appropriation of profits
\nThe Board of Directors proposes that a dividend of SEK 0.50 per share be paid for
\nthe financial year 2005.
\nThe proposed record date for the dividend is Tuesday 2 May 2006. If the
\nthe general meeting resolves in accordance with the proposal, the dividend
\nwill be sent out via VPC AB starting on Friday 5 May 2006.<\/p>\n
Decisions under paragraphs 11-13
\nThe Nomination Committee convened in accordance with the ordinary
\nThe 2005 Annual General Meeting has announced its intention to submit the following
\nproposal for a decision:<\/p>\n
The number of members of the Board shall be five.
\nAs remuneration to the Board for the period until the next Annual General Meeting
\n225,000 to the Chairman and SEK 75,000 to
\nmember who is not employed by the company.
\nIt is proposed that the auditor's fee be paid on a current account basis.
\nMr Sten Dybeck is proposed for re-election as a member of the Board (without deputies),
\nUlf Mikaelsson and Lennart Svensson and election of Arne Forslund and Curt
\nL\u00f6nnstr\u00f6m.
\nSten Dybeck re-elected as Chairman of the Board<\/p>\n
At the Annual General Meeting in 2004, it was decided to appoint as ordinary auditor
\nelect the authorised public accountants Lennart Jakobsson and Anders Malmeby
\nas auditors of the company. All auditor elections were for a term of
\nfour years. Accordingly, the election of auditors shall not take place at this
\nAnnual General Meeting, but only at the Annual General Meeting in 2008.<\/p>\n
Details of the proposed Board members and auditors are available
\non the company's website: www.note.se.<\/p>\n
Item 14; Resolution on amendment of the Articles of Association
\nThe Board of Directors proposes that the General Meeting resolves to amend the Articles of Association
\nas follows.<\/p>\n
Current wording New wording<\/p>\n
\u00a7 2: \u00a7 2:
\nThe Board of Directors is based in Norrt\u00e4lje The Board of Directors is based in Danderyds
\nmunicipality, Stockholm County. municipality, Stockholm County.<\/p>\n
\u00a7 5: \u00a7 5:
\nThe share price shall be SEK 0.50 The number of shares in the company shall be
\n to at least 6,000,000 shares and
\n a maximum of 24,000,000 shares.<\/p>\n
\u00a7 Section 6(2): Section 6(2):
\nElection of Board members applies for Board members are elected annually at
\nperiod from the date of the Annual General Meeting for the period until the end of
\nappointed until the end of the next Annual General Meeting.
\nthe next ordinary general meeting.<\/p>\n
\u00a7 7: \u00a7 7:
\nThe company shall have one or two The company shall have one or two
\nauditors, with or without auditors, with or without
\ndeputy auditors, who are appointed at the deputy auditors, who are appointed at the
\nOrdinary General Meeting for the period of the Annual General Meeting.
\nuntil the end of the ordinary
\ngeneral meeting of shareholders held during the
\nfourth financial year after
\nthe election of auditors.<\/p>\n
\u00a7 Section 8(3) and (4): Section 8(3) and (4):
\nNotice shall be given by public notice Notice shall be given by public notice
\nin the Post- och Inrikes Tidningar and in the Post- och Inrikes Tidningar and in the
\nSvenska Dagbladet or another Svenska Dagbladet.
\nspecified national newspaper.
\n To participate in the General Meeting
\nIn order to participate in the General Meeting, shareholders must be registered
\nthe shareholder must be listed in a transcript or other representation
\nin the printout of the share register for the entire share register for
\nconditions ten days before conditions five working days before
\nthe meeting, register with the meeting, and register with the company
\nthe company no later than 4 p.m. on the day no later than 4 p.m. on the day specified in
\nas specified in the notice. The latter notice. The latter day may not
\nday must not be a Sunday, another Sunday, another public holiday,
\npublic holiday, Saturday, Saturday, Midsummer Eve, Christmas Eve
\nMidsummer's Eve, Christmas Eve or New Year's Eve and not falling on
\nNew Year's Eve and not earlier than the fifth working day before
\nearlier than the fifth working day before the meeting.
\nthe meeting.<\/p>\n
\u00a7 9 first sentence and p 11: \u00a7 9 first sentence and p 11:
\nAt the Annual General Meeting the following matters shall be dealt with
\nthe following cases occur: occur:<\/p>\n
11. other matters for which the 11. other matters for which the
\nthe meeting under the Companies Act the meeting under the Companies Act
\n(1975:1385) or the Articles of Association. or the Articles of Association.<\/p>\n
\u00a7 11: \u00a7 11:
\nThe person who, on the basis of the Company's shares, shall be
\nrecord date is entered in the register in a
\nin the share register or in the list of securities registers according to the law
\naccording to Chapter 3, Section 12 of the Companies Act (1998:1479)
\n(1975:1385) shall be deemed authorised to financial instruments.
\nreceive dividends and, in the case of
\nbonus issue, new share as
\nto shareholders and that
\nexercise shareholders' preferential rights
\nto participate in the issue.<\/p>\n
The proposed amendments to the Articles of Association entail an adaptation of
\nthe Articles of Association to the provisions of the new Companies Act (SFS
\n2005:551), which applies from 1 January 2006.<\/p>\n
A valid resolution at the General Meeting requires the support of shareholders with more
\nmore than two-thirds of both the votes cast and the votes represented at the general meeting
\nthe shares represented.<\/p>\n
Item 15; Resolution on the introduction of an incentive programme and issue of
\nwarrants
\nThe Board of Directors proposes that the General Meeting resolve to issue 200,000
\nwarrants. The right to subscribe for the warrants shall, with
\ndeviation from the shareholders' preferential rights, only to the wholly owned
\nsubsidiary NOTE Components AB. The warrants carry the right to
\nduring the period from registration with the Swedish Companies Registration Office up to and including
\n30 June 2009 to subscribe for new shares in NOTE AB at a price corresponding to 133
\nper cent of the price for each trading day for shares in the company on
\nStockholm Stock Exchange O-list average last price paid
\nduring the period from 26 April 2006 to 19 May 2006
\n2006. No compensation shall be paid for the warrants.<\/p>\n
The warrants are to be used within the framework of a so-called incentive programme,
\nwhy the CEO and senior executives of the NOTE group shall be offered
\nto acquire them as securities on market terms.
\nThe Board of Directors of NOTE AB intends to offer the CEO to acquire a maximum of 52,000
\noptions and reserves the right to otherwise, upon recommendation
\nby the company's remuneration committee, determine which executives
\nshall be offered to acquire warrants and the number of
\nwarrants to be offered in each individual case. The Board of Directors
\nmembers shall not be offered warrants.<\/p>\n
Upon full exercise of all warrants, the share capital can be increased
\nby SEK 100,000. The dilution effect at full utilisation of the
\nall warrants represent approximately 2 per cent of the share capital and of
\nthe number of votes. NOTE AB currently has no other securities-based
\nincentive programme.<\/p>\n
The reason for the deviation from the shareholders' preferential rights is to give the
\nthe executives concerned the opportunity to eventually become shareholders in NOTE AB.
\nThis is expected to increase their commitment and motivation while
\nwhich further strengthens the sense of belonging to the company.<\/p>\n
The resolution of the General Meeting regarding item 15 is valid only if it is supported by
\nby shareholders holding at least nine-tenths of both the votes cast and
\nthe shares represented at the meeting.<\/p>\n
Documents for the General Meeting
\nFinancial statements and audit report and the Board of Directors'
\ncomplete proposals regarding items 14 and 15 above and the Board's
\nstatement in accordance with Chapter 18, Section 4 of the Companies Act will from 12
\nApril 2006 to be available at the company's offices with
\naddress Stockholmsv\u00e4gen 59 in Norrt\u00e4lje. The documents will be sent to
\nshareholders who so request and state their postal address.<\/p>\n
Norrt\u00e4ljde in March 2006
\nNOTE AB (publ)
\nThe Board of Directors<\/p>\n
About NOTE
\n\"Our business concept is to produce, close to our customers, electronics from
\ndesign to aftermarket.\"
\nNOTE is one of the leading Nordic contract manufacturers of electronics and
\nis established in Sweden, Finland, Estonia, Lithuania and Poland.
\nNet sales for 2005 totalled SEK 1,500 million and the number of
\nemployees in the group amount to approximately 1100. Read more at www.note.se<\/p>\n