{"id":16773,"date":"2026-03-13T21:00:00","date_gmt":"2026-03-13T20:00:00","guid":{"rendered":"https:\/\/www.note-ems.com\/mfn_news\/kallelse-till-arsstamma-i-note-ab-publ-torsdagen-den-23-april-2026\/"},"modified":"2026-03-13T21:00:00","modified_gmt":"2026-03-13T20:00:00","slug":"notice-of-annual-general-meeting-of-note-ab-publ-on-thursday-23-april-2026","status":"publish","type":"mfn_news","link":"https:\/\/www.note-ems.com\/en\/pressmeddelande\/kallelse-till-arsstamma-i-note-ab-publ-torsdagen-den-23-april-2026\/","title":{"rendered":"Notice to attend the Annual General Meeting of NOTE AB (publ) on Thursday 23 April 2026"},"content":{"rendered":"
\n

Shareholders are hereby invited to attend the Annual General Meeting of NOTE AB (publ), corporate identity number 556408-8770 (\"the Company\" or \"NOTE\"), on Thursday 23 April 2026 at 2:00 p.m. at City Life Konferens och M\u00f6ten, Sveav\u00e4gen 63, Stockholm. Attendance registration at the AGM will commence at 13:30.<\/strong><\/p>\n<\/div>\n

\n

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

    \n
  • be entered in the share register maintained by Euroclear Sweden AB on the record date, which is Wednesday 15 April 2026, and<\/li>\n
  • have notified the meeting of their attendance and any assistants no later than Friday 17 April 2026.<\/li>\n<\/ul>\n

    Please note that the dates above refer to both shareholders attending in person and shareholders sending proxies in their place.<\/p>\n

    Notification can be made by e-mail, AGM@note-ems.com, or by telephone +46 8 568 990 00. Notification can also be made in writing to NOTE AB, Box 3691, SE-103 59 Stockholm, Sweden. The notification must state the name or company, personal or corporate identity number, number of shares, address, telephone number and, where applicable, details of deputies, representatives and advisors. The number of assistants may not exceed two.<\/p>\n

    Personal data obtained from the share register maintained by Euroclear Sweden AB, notification of and participation in the meeting and information about representatives, proxies and assistants will be used for registration, preparation of the voting list for the meeting and, where applicable, minutes of the meeting. Personal data is processed in accordance with the General Data Protection Regulation (Regulation (EU) 2016\/679 of the European Parliament and of the Council). For full information on how personal data is processed, see the Company's privacy policy: https:\/\/www.note-ems.com\/wp-content\/uploads\/2023\/03\/NOTE-Privacy-policy_rev-5.pdf.<\/p>\n

    In order to be entitled to participate in the Meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of attendance at the Meeting, register the shares in his or her own name so that the shareholder is included in the presentation of the share register as of the record date, Wednesday 15 April 2026. Such registration may be temporary (so-called voting rights registration). Shareholders who wish to register their shares in their own name must, in accordance with the respective nominee's procedures, request that the nominee make such voting rights registration. Voting rights registration requested by shareholders in such time that the registration has been made by the relevant nominee no later than Friday 17 April 2026 will be taken into account in the preparation of the share register.<\/p>\n

    As of the date of this notice, the number of shares and votes in the Company amounts to 28,548,600. There is only one class of shares and the Company holds no own shares as of the date of this notice.<\/p>\n

    Ombudsmen<\/strong>
    Shareholders represented by proxy must issue a dated and signed authorisation for the proxy. If the power of attorney is issued by a legal entity, the power of attorney must be signed by an authorised signatory and a copy of the certificate of registration or equivalent authorisation document for the legal entity must be attached. A copy of the power of attorney and any registration certificate or equivalent authorisation document should be sent to the Company well in advance of the AGM by e-mail, AGM@note-ems.com, or by post to NOTE AB, Box 3691, SE-103 59 Stockholm, Sweden. The original proxy must also be presented at the Meeting.<\/p>\n

    The Company will provide shareholders with proxy forms and blank voting instructions, which can be obtained at the Company's head office or on the Company's website, www.note-ems.com, no later than three weeks before the AGM.<\/p>\n

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

      \n
    1. Opening of the meeting.<\/li>\n
    2. Election of the Chairman of the General Assembly.<\/li>\n
    3. Drawing up and approval of the voting list.<\/li>\n
    4. Approval of the agenda proposed by the Management Board.<\/li>\n
    5. Election of one or two scrutineers.<\/li>\n
    6. Examination of whether the meeting has been duly convened.<\/li>\n
    7. Report on the work of the Board.<\/li>\n
    8. Presentation of the annual accounts and the auditors' report, as well as the consolidated accounts and the consolidated auditors' report.<\/li>\n
    9. CEO speech.<\/li>\n
    10. Decision on\n
        \n
      1. 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<\/li>\n
      2. the appropriation of the Company's profit or loss according to the adopted balance sheet.<\/li>\n
      3. discharge from liability the members of the Board of Directors and the Managing Director.<\/li>\n<\/ol>\n<\/li>\n
      4. Determination of the number of directors and auditors elected at the annual general meeting.<\/li>\n
      5. Determination of the remuneration of the Board of Directors and the auditors.<\/li>\n
      6. Choice of\n
          \n
        1. Board of Directors and Chairman,<\/li>\n
        2. auditors.<\/li>\n<\/ol>\n<\/li>\n
        3. Submission and approval of the remuneration report.<\/li>\n
        4. Resolution authorising the Board of Directors to decide on the acquisition and transfer of own shares.<\/li>\n
        5. Resolution on authorisation for the Board of Directors to decide on a new share issue.<\/li>\n
        6. Closure of the meeting.<\/li>\n<\/ol>\n

          Nomination Committee proposals (points 2 and 11-13)<\/strong>
          The Nomination Committee has consisted of Johan Hagberg (own holding), Mattias Andersson (Myggen\u00e4s G\u00e5rd and Fredrik Hagberg's holding), Egil Dahl (Velven G\u00e5rd) and Felix Lindberg (Cervantes Capital). The Chairman of the Nomination Committee has been Felix Lindberg.<\/p>\n

          Election of the Chairman of the General Meeting (item 2)<\/strong>
          The Nomination Committee proposes that Johan Hagberg be elected Chairman of the Meeting.<\/p>\n

          Determination of the number of Board members and auditors elected at the Annual General Meeting (item 11)<\/strong>
          The Nomination Committee proposes that the Board of Directors shall consist of five (5) ordinary members without deputies. Employee representatives are not included in this number.<\/p>\n

          The Nomination Committee further proposes that one (1) audit firm shall be appointed as auditor.<\/p>\n

          Determination of the remuneration of the Board of Directors and the auditors (item 12)<\/strong>
          The Nomination Committee proposes that Board fees and remuneration for committee work be paid as follows (2025 fees in brackets):<\/p>\n

            \n
          • Chairman of the Board 420 000 (400 000),<\/li>\n
          • 231,000 (220,000) for each of the other members of the Board,<\/li>\n
          • Chairman of the Audit Committee 73 500 (70 000),<\/li>\n
          • Member of the Audit Committee 42 000 (40 000),<\/li>\n
          • Chairman of the Remuneration Committee 36 750 (35 000), and<\/li>\n
          • Member of the Remuneration Committee 21 000 (20 000).<\/li>\n<\/ul>\n

            In accordance with the Audit Committee's recommendation, it is proposed that auditors' fees be paid on a current account basis.<\/p>\n

            Election of the Board of Directors and Chairman (item 13a)<\/strong>
            The Nomination Committee proposes re-election of all current Board members: Anna Belfrage, Johan Hagberg, Charlotte Stjerngren and Egil Dahl. The Nomination Committee also proposes that Jan Engelberg be elected as a new Board member. Anna Belfrage is proposed for re-election as Chairman of the Board.<\/p>\n

            Short presentation by Mr Jan Engelberg:
            Born: 1960
            Education: Master of Business Administration and Authorised Public Accountant.
            Main occupation: Senior Business Development at \u00c5 Energi
            Other directorships: Chairman of the Board of Nettpartner AS, Nettpartner Bane AS and Fredrikstad Energi AS. Board member of Ivre AS.
            Professional experience: Extensive experience from senior positions in the EMS and energy sectors, among others. Previous positions include senior roles in the Kitron ASA group, CFO of the wind power company SAE Vind DA and CEO\/CFO of Otera AS. Has also worked as an auditor.
            Holdings in NOTE*: 0 shares.
            Independence from the company and its management: Yes.
            Independent in relation to the company's major shareholders:<\/p>\n

            For a presentation of the members proposed for re-election, please refer to the Company's website www.note-ems.com.<\/p>\n

            Election of auditors (item 13 b)<\/strong>
            The Nomination Committee proposes, in accordance with the Audit Committee's recommendation, re-election of the auditing firm \u00d6hrlings PricewaterhouseCoopers AB (PwC) as the Company's auditor for the period until the end of the next Annual General Meeting. PwC has announced that if PwC is re-elected, Andreas Skogh will remain as auditor in charge.<\/p>\n

            Proposal of the Management Board (points 10b and 14-16)<\/strong><\/p>\n

            Resolution on allocation of the Company's profit according to the adopted balance sheet (item 10b)<\/strong>
            The Board of Directors proposes that no dividend be paid to shareholders and that the amounts at the disposal of the General Meeting be carried forward.<\/p>\n

            Presentation and approval of the remuneration report (item 14)<\/strong>
            The Board of Directors proposes that the Annual General Meeting resolves to approve the Board of Directors' report on remuneration in accordance with Chapter 8, Section 53 a of the Swedish Companies Act. 53 a \u00a7 of the Swedish Companies Act.<\/p>\n

            Resolution on authorisation for the Board of Directors to decide on the acquisition and transfer of own shares (item 15)<\/strong>
            The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors, during the period until the next Annual General Meeting, on one or more occasions, to decide on the acquisition and\/or transfer of the Company's own shares on essentially the following terms:<\/p>\n

            Acquisitions may be made against cash payment on Nasdaq Stockholm or in accordance with an acquisition offer to all shareholders. Acquisitions may be made of a maximum number of shares so that the Company's own holding at any time does not exceed ten (10) per cent of all shares in the Company. Acquisitions of shares on Nasdaq Stockholm may only be made in accordance with the exchange's regulations and may not be acquired at a higher price than the higher of the price of the most recent independent trade and the highest current independent bid on the trading venue where the purchase is made. Acquisitions may not be made at a price lower than the lowest price at which an independent acquisition can be made. Acquisitions pursuant to an acquisition offer as described above shall be made at a price corresponding to the lowest stock exchange price at the time of the offer with a maximum deviation of twenty (20) per cent upwards.<\/p>\n

            Transfer of shares may take place on or outside Nasdaq Stockholm, with or without preferential rights for the shareholders and with or without provisions for contribution in kind or right of set-off. Such transfer may be made at a price within the registered price interval at any given time, meaning the interval between the highest bid price and the lowest ask price quoted on Nasdaq Stockholm. The number of shares that may be transferred shall not exceed ten (10) per cent of the total number of shares in the Company. Transfers in connection with corporate acquisitions may be made at a market value assessed by the Board.<\/p>\n

            The purpose of the above authorisations regarding the acquisition and transfer of own shares is to enable the financing of business acquisitions through payment with own shares and to be able to continuously adapt the Company's capital and share structure in order to contribute to increased shareholder value.<\/p>\n

            The Board of Directors, the Managing Director, or the person appointed by the Board of Directors, may make such minor adjustments to the resolution of the General Meeting as are required for its registration with the Swedish Companies Registration Office or due to other formal requirements.<\/p>\n

            For a resolution under this paragraph to be valid, the proposal must be supported by shareholders representing at least two-thirds (2\/3) of both the votes cast and the shares represented at the meeting.<\/p>\n

            Resolution on authorisation for the Board of Directors to decide on new share issues (item 16)<\/strong>
            The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors, on one or more occasions prior to the next Annual General Meeting, to resolve on a new issue of shares. By virtue of the authorisation, the maximum number of shares that may be issued by way of a new share issue shall correspond to ten (10) per cent of the total number of outstanding shares in the Company at the time of the AGM's resolution on the authorisation.<\/p>\n

            The authorisation shall include the right to decide on an issue against cash payment, payment in kind or payment through set-off. Issues against cash payment and set-off issues may be made with deviation from the shareholders' preferential rights provided that the issue is made on market terms.<\/p>\n

            The reason for the proposal and the possibility to derogate from shareholders' pre-emption rights is to allow for flexibility in connection with possible acquisitions or capital raisings in connection with acquisitions.<\/p>\n

            The Board of Directors, the Managing Director, or the person appointed by the Board of Directors, may make such minor adjustments to the resolution of the General Meeting as are required for its registration with the Swedish Companies Registration Office or due to other formal requirements.<\/p>\n

            For a resolution under this paragraph to be valid, the proposal must be supported by shareholders representing at least two-thirds (2\/3) of both the votes cast and the shares represented at the meeting.<\/p>\n

            Shareholders' right to request information<\/strong>
            According to the Swedish Companies Act, the Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the Company, provide information at the meeting on circumstances that may affect the assessment of an item on the agenda and circumstances that may affect the assessment of the Company's financial situation. The duty of disclosure also includes the Company's relationship with other group companies, the consolidated financial statements and such circumstances regarding subsidiaries as referred to in the previous sentence.<\/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 at Sveav\u00e4gen 52 in Stockholm and on the Company's website, www.note-ems.com, no later than three weeks prior to the meeting. The documents will be sent free of charge to shareholders who so request and provide their postal address or e-mail address. All of the above documents will also be presented at the meeting.<\/p>\n

            The Nomination Committee's complete proposals for resolutions, motivated statement regarding its proposals for the Board of Directors and auditor and information about the proposed Board members are available on the Company's website.<\/p>\n

            ____________________<\/p>\n

            Stockholm in March 2026<\/p>\n

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

            \n

            About NOTE<\/strong>
            NOTE manufactures printed circuit boards (PCBA), sub-assemblies and complete products (box build). NOTE is a competitive electronics manufacturer and a stable business partner to customers with high standards. Its products are found in complex systems for electronic control, monitoring and security, for example.<\/em>
            \u00a0<\/em>
            The business model is based on offering advanced manufacturing, customised logistics solutions and advice at the best possible total cost through long-term customer relationships and partnerships. The customer offering covers the entire product life cycle, from design to aftermarket. Customers are primarily large companies operating on the global market, but also companies with their primary sales in northern Europe.<\/em>
            \u00a0<\/em>
            NOTE is established in Sweden, Finland, the UK, Estonia, Bulgaria and China. Sales in the last 12 months totalled SEK 3,849 million and the group has some 1,450 employees. NOTE is listed on Nasdaq Stockholm. For more information, please visit <\/em>www.note-ems.com<\/a><\/em>.<\/em><\/p>\n<\/div>\n

            \n

            Attached files<\/strong>
            Notice to attend the Annual General Meeting of NOTE AB (publ) on Thursday 23 April 2026<\/a><\/p>\n<\/div>\n