The Shareholders of NOTE AB (publ), 556408-8770, are hereby given notice
\nto attend the Annual General Meeting of Shareholders on Wednesday April
\n26, 2006, at 4:30 pm at the offices of Roslagens Sparbank, Danskes Gr\u00e4nd
\n2, Norrt\u00e4lje.<\/p>\n
Right to participate in the Annual General Meeting
\nShareholders wishing to participate at the Annual General Meeting of
\nShareholders must:<\/p>\n
- be registered in the share register maintained by VPC AB not
\nlater than Thursday, April 20, 2006,<\/p>\n
- have notified their intention to participate at the Annual
\nGeneral Meeting of Shareholders to NOTE AB (publ) at the address, Box
\n910, 761 29 NORRT\u00c4LJE, or by telephone 0176-799 00, or telefax 0176-178
\n79, or via e-mail: info@note.se, not later than 4:00 pm on Friday April
\nUpon notification, the name or company, personal
\nidentification number or corporate identity number, number of shares and
\naddress and telephone numbers should be given.<\/p>\n
To have the right to participate in the Annual General Meeting,
\nshareholders whose shares are nominee-registered must, in ample time
\nprior to April 20, 2006, ensure that the nominee temporarily registers
\nthe shares in the shareholder's own name in the share register.<\/p>\n
Shareholders who wish to bring one or two assistants shall make
\nnotification thereof within the time and in that manner which applies
\nfor shareholders.<\/p>\n
Proxies, etc.
\nShareholders represented by proxy shall issue a dated power of attorney
\nIf a proxy is issued by a legal entity, attested
\ncopies of the certificate of registration or equivalent authorisation
\nProxies and registration certification shall not be
\nmore than twelve months old. Proxies in the original, as well as
\npossible certificate of registration shall be submitted to the company
\nby mail in ample time prior to the Annual General Meeting of
\nShareholders.<\/p>\n
PROPOSED AGENDA
\n1. Opening of the meeting.
\n2. Election of a Chairman for the meeting.
\n3. preparation and approval of the voting register.
\n4. Approval of the agenda.
\nElection of one or two persons to attest the minutes.
\n6. determination whether the meeting has been duly convened.
\n7. statement by the Managing Director.
\n8. Information regarding administration of the company
\n9. Submission of the annual accounts and consolidated accounts and
\n report of the auditor.
\n10th Resolution regarding
\na) the adoption of the income statement and balance sheet, and where
\n appropriate, the consolidated income statement and consolidated
\n balance sheet.
\nb) the disposition of profits or losses in accordance with the adopted
\n balance sheet.
\nc) record date for distribution of dividends
\nd) releasing the members of the Board of Directors and the Managing
\n Director from liability.
\n11 Determination of the number of Board Members that will be elected
\n at the meeting.
\n12. determination of remuneration to the Board of Directors and
\n auditors.
\n13. Election of the Board of Directors and the Chairman of the Board.
\n14 Amendments to the Articles of Association.
\n15. determination regarding the introduction of an incentive programme
\n and the issue of subscription options.
\n16. Other business.
\n17. Closing of the meeting.<\/p>\n
PROPOSED RESOLUTIONS<\/p>\n
Point 10 b-c); Determination regarding disposition of profits
\nThe Board of Directors proposes that a dividend of SEK 0.50 per share be
\npaid for the fiscal year 2005.
\nThe proposed record date for payment of the dividend is May 2, 2006. If
\nthe Annual General Meeting adopts this proposal, it is expected that the
\ndividend will be paid via VPC AB beginning on Friday, May 5, 2006.<\/p>\n
Determination in accordance with points 11-13
\nThe Nomination Committee, which was convened in accordance with the
\nAnnual General Meeting for 2005, has given notice that it intends to
\npropose the following:<\/p>\n
The number of Board members shall total five.
\nRemuneration to the Board of Directors for the time until the next
\nAnnual General Meeting is held is proposed as follows: SEK 225,000 to
\nthe Chairman of the Board and SEK 75,000 to Board members that are not
\nemployed by the company.
\nRemuneration to auditors is proposed to be paid in accordance with
\ncurrent accounts.
\nIt is proposed that Sten Dybeck, Ulf Mikaelsson and Lennart Svensson be
\nre-elected to the Board (without deputies) and that Arne Forslund and
\nCurt L\u00f6nnstr\u00f6m be newly elected and that Sten Dybeck be re-elected as
\nChairman of the Board<\/p>\n
At the Annual General Meeting 2004, it was determined that authorised
\naccountants, Lennart Jakobsson and Anders Malmeby, be elected as
\nauditors for the company. All auditor elections referred to a mandate
\nperiod of four years. For that reason, election of auditors will not be
\ncarried out at this Annual General Meeting, but will occur at the Annual
\nGeneral Meeting 2008.<\/p>\n
Information about the proposed Board members and auditors is available
\non the company's website: www.note.se.<\/p>\n
Item 14; Determination regarding changes to the Articles of Association
\nThe Board of Directors proposes that the Annual General Meeting resolve
\nto make changes to the Articles of Association in accordance with the
\nfollowing.<\/p>\n
Present wording New wording<\/p>\n
\u00a7 2: \u00a7 2:
\nThe Board of Directors shall have The Board of Directors shall have
\nits registered office in the its registered office in the
\nmunicipality of Norrt\u00e4lje, municipality of Danderyd, Stockholm
\nStockholm county. county.<\/p>\n
\u00a7 5: \u00a7 5:
\nEach share shall have a par value The number of shares in the company
\nof SEK 0.50. shall total no less than 6,000,000
\n shares and no more than 24,000,000
\n shares.<\/p>\n
\u00a7 6 paragraph 2: \u00a7 6 paragraph 2:
\nThe terms of the elected board Board members will be elected
\nmembers shall last from the General annually at the Annual General
\nMeeting at which they were Meeting for a term lasting until the
\nappointed until the closing of the closing of the next Annual General
\nnext Annual General Meeting. 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 deputy auditors, with or without deputy
\nauditors, who shall be appointed by auditors, which will be appointed at
\nthe Annual General Meeting for the the Annual General Meeting.
\nterm until the closing of the
\nAnnual General Meeting held during
\nthe fourth fiscal year following
\nauditor selection.<\/p>\n
\u00a7 8 paragraphs 3 and 4: \u00a7 8 paragraphs 3 and 4:
\nNotice to convene shall be issued Notice to convene shall be issued by
\nby publishing an announcement in publishing an announcement in the
\nthe Official Swedish Gazette [Post- Official Swedish Gazette [Post- och
\noch Inrikes Tidningar] and in Inrikes Tidningar] and in Svenska
\nSvenska Dagbladet or another Dagbladet.
\nnational daily newspaper.
\n To participate in a General Meeting,
\nTo participate in a General a shareholder must both be included
\nMeeting, a shareholder must both be in the transcript from the share
\nincluded in the transcript from the register as of five business days
\nshare register as of ten days before the Annual General Meeting
\nbefore the General Meeting and and furnish notice to the Company
\nfurnish notice to the Company by no not later than 4 p.m. on the date
\nlater than 4 p.m. on the date specified in the meeting notice.
\nspecified in the meeting notice. Said date may not fall on a Sunday
\nSaid date may not fall on a Sunday or other public holiday, a Saturday,
\nor other public holiday, a Midsummer's Eve, Christmas Eve or
\nSaturday, Midsummer's Eve, New Year's Eve, nor may it fall
\nChristmas Eve or New Year's Eve, earlier than the fifth business day
\nnor may it fall earlier than the before the meeting.
\nfifth business day before the
\nmeeting.<\/p>\n
\u00a7 9 First sentence and paragraph \u00a7 9 First sentence and paragraph 11:
\n11: The Annual General Meeting shall
\nThe Annual General Meeting shall transact the following business:
\ntransact the following business:
\n 11. any other business pertinent to
\n11. any other business pertinent to the Annual General Meeting in
\nthe meeting pursuant to the Swedish accordance with the Swedish
\nCompanies Act (1975:1385) or the Companies Act or the Articles of
\nArticles of Association. Association.<\/p>\n
\u00a7 11: \u00a7 11:
\nOnly persons who are, as of the The company's shares shall be
\nestablished record date, entered in registered in a share register in
\nthe share register or special list accordance with the law (1998:1479)
\nas specified Chapter 3, \u00a7 12 of the regarding the account management of
\nSwedish Companies Act (1975:1385) financial instruments.
\nshall be considered authorised to
\nreceive dividends and, in the event
\nof a bonus issue, to receive new
\nshares to which shareholders are
\nentitled, and to exercise
\nshareholders' preferential rights
\nto participate in share issues.<\/p>\n
The proposed changes to the Articles of Association entail an adaptation
\nof the Articles of Association to provisions in the new Swedish
\nCompanies Act (SFS 2005:551), which are in effect from January 1, 2006.<\/p>\n
For resolutions to be valid, it is required that representatives of
\nshareholders at the Annual General Meeting have more than two-thirds of
\nboth the stated voting rights and represented shares.<\/p>\n
Item 15; Determination regarding the introduction of an incentive
\nprogramme and the issue of subscription options
\nThe Board of Directors proposes that the Annual General Meeting resolve
\nto issue 200,000 subscription options. The right to subscribe to the
\nsubscription options shall, with the exception of shareholders'
\npreferential rights, only be for the wholly owned subsidiary, NOTE
\nComponents AB. The subscription options provide the right, from the time
\nof registration with the Swedish Companies Registration Office through
\nJune 30, 2009, to subscribe for new shares in NOTE AB at a price
\nequivalent to 133 per cent of the average listed, most recent price paid
\nfor every trading day, for shares in the company on the Stockholm Stock
\nExchange's O-list during the period April 26, 2006 through May 19, 2006.
\nNo compensation for the subscription options shall be paid.<\/p>\n
The option rights shall be used within the framework of a so-called
\nincentive programme, which is why the Managing Director and leading
\nexecutives in the NOTE-Group shall be offered the right, at market price
\nconditions, to acquire these as securities. The Board of Directors for
\nNOTE AB intends to offer the Managing Director the right to acquire not
\nmore than 52,000 options and retains the right, in general, in
\naccordance with recommendations from the company's remuneration
\ncommittee, to determine which executive will be offered the right to
\nacquire subscription options and the number of subscription options that
\nshall be offered in every individual case. Members of the Board shall
\nnot be offered subscription options.<\/p>\n
Upon full utilisation of all option rights, share capital can increase
\nby SEK 100,000. Dilution effect in the event of full utilisation of all
\noption rights constitutes approximately 2 per cent of the share capital
\nand voting rights. Currently, NOTE AB has no other security-based
\nincentive programme.<\/p>\n
The reason for the exception from shareholders' preferential right is to
\ngive the executives in question the possibility, over the long-term, to
\nbecome partners in NOTE AB. This is expected to increase the commitment
\nand motivation of the party concerned at the same time that solidarity
\nwith the company is strengthened.<\/p>\n
The Annual General Meeting's decision regarding item 15 is applicable
\nonly if it is represented by shareholders with at least nine-tenths of
\nboth the stated voting rights and the shares represented at the Annual
\nGeneral Meeting.<\/p>\n
Documentation for the meeting
\nAccounting documents and audit reports as well as the Board of
\nDirector's complete proposal in regard to points 14 and 15 above, as
\nwell as the Board of Director's statement in accordance with chapter 18
\nsection 4 of the Companies Act, will be available as of April 12, 2006
\nat the company's offices located at Stockholmsv\u00e4gen 59 in Norrt\u00e4lje. The
\ndocumentation will be sent to those shareholders who so request and
\nprovide their mailing address.<\/p>\n
Norrt\u00e4lje March 2006
\nNOTE AB (publ)
\nBoard of Directors<\/p>\n
About NOTE
\n\"Our business concept is to produce electronics from design to after-
\nmarket in close co-operation with our customers.\"
\nNOTE is one of the Nordic region's leading contract manufacturers of
\nelectronics and is established in Sweden, Finland, Estonia, Lithuania
\nand Poland. Net sales for 2005 totalled SEK 1,500 M, and the number of
\nemployees is approximately1,100. Read more at: www.note.se<\/p>\n