2024-03-18

Notice to attend the Annual General Meeting in NOTE AB (publ) on Thursday, 18 April 2024

The shareholders of NOTE AB (publ), reg. no. 556408-8770 (the “Company” or “NOTE”), are hereby given notice to attend the Annual General Meeting (the “AGM”) of shareholders on Thursday, 18 April 2024 at 2:00 p.m. at City Life Konferens och Möten, Sveavägen 63, Stockholm, Sweden. Registration for the AGM will commence at 1:30 p.m.

Right to participate at the meeting
Shareholders who wish to attend the AGM shall

  • both be recorded in the share register maintained by Euroclear Sweden AB on the record date of Wednesday, 10 April 2024; and
  • not later than on Friday, 12 April 2024 have notified their attendance and possible advisors to the Company.

Please note that the dates above refer to both shareholders attending in person and shareholders sending proxies in their place.

Notification is possible by e-mail, ir@note-ems.com, or by telephone on +46 (0)8 568 990 00. A written notification can also be sent to NOTE AB, Box 3691, 103 59 Stockholm, Sweden. Notifications shall state personal or corporate names, personal
or corporate identity numbers, number of shares, address, telephone number, and, when applicable, information about deputies, proxies and advisors. The number of advisors can be two at most.

Personal data obtained from the share register kept by Euroclear Sweden AB, notices and attendance at the Meeting and information on representatives, proxies and assistants will be used for registration, preparation of the voting list for the Meeting and, where appropriate, the minutes of the Meeting. The personal data is handled in accordance with the General Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council). For full information regarding the Company’s handling of personal data, please refer to the privacy policy: https://www.note-ems.com/en/wp-content/uploads/sites/2/2023/03/NOTE-Privacy-policy_rev-5.pdf.

To be entitled to participate in the Meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to providing notification of their participation to the AGM, register the shares in their own name so that the shareholder is registered in the shareholders’ register on the record date of Wednesday, 10 April 2024. Such registration may be temporary (so-called voting registration). Shareholders wishing to register their shares in their own name must, in accordance with the procedures of the respective nominee, request the nominee to carry out such voting registration. Voting registration requested by shareholders in such time that the registration has been made by the nominee no later than Friday, 12 April 2024 will be considered in the preparation of the share register.

The number of shares and votes of the Company amounts to 28,983,600 as of the date of this notice. There is only one class of shares and the Company holds no own shares as of the date of this notice.

Proxy
Shareholders represented by proxy shall issue a dated and signed power of attorney for the proxy. If issued by a legal entity, the power of attorney must be signed by an authorised representative and be accompanied by a registration certificate or other documents attesting the authority of the signatory. A copy of the power of attorney form and registration certificate or other documents attesting the authority of the signatory ought to be sent by mail to the Company well in advance of the AGM at the address NOTE AB, Box 3691, 103 59 Stockholm, Sweden. The original version of the power of attorney form shall also be presented at the AGM.

The Company provides the shareholders with a power of attorney form and a blank voting instruction, 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.

PROPOSED AGENDA

  1. Opening of the Meeting.
  2. Election of Chairman of the Meeting.
  3. Preparation and approval of the voting list.
  4. Approval of the Board of Directors’ proposed agenda.
  5. Election of one or two persons to attest the minutes.
  6. Determination of whether the Meeting has been duly convened.
  7. Report on the work of the Board of Directors.
  8. Submission of the annual report, auditor’s report, consolidated accounts and the consolidated audit report.
  9. Resolution on
    1. approval of the profit and loss account and the balance sheet as well as the consolidated profit and loss account and the consolidated balance sheet,
    2. allocation of the Company’s results in accordance with the adopted balance sheet,
    3. discharge from liability for the members of the Board of Directors and the Chief Executive Officer.
  10. Determination of the number of board members and auditors to be elected by the Annual General Meeting.
  11. Determination of remuneration to the Board of Directors and auditors.
  12. Election of
    1. Board of Directors,
    2. auditors.
  13. Submission and approval of the Remuneration Report.
  14. Adoption of the Board of Directors’ proposal to guidelines for remuneration to senior executives.
  15. Resolution on issue of warrants and implementation of a long-term incentive program 2024/2027.
  16. Resolution regarding authorisation for the Board of Directors to decide on acquisition and sales of treasury shares.
  17. Resolution regarding authorisation for the Board of Directors to decide on new share issue.
  18. Closing of the Meeting.

Nomination Committee proposals (items 2 and 10-12)
The Nomination Committee has consisted of the following members: Johan Hagberg (personal holdings), Egil Dahl (Vevlen Gård), Fredrik Hagberg (personal holdings and Myggenäs Gård) and David Zaudy (Cervantes Capital). Chairman of the Nomination Committee has been Johan Hagberg.

Election of Chairman of the Meeting (item 2)
The Nomination Committee proposes that Johan Hagberg is elected as Chairman of the Meeting.

Determination of the number of board members and auditors to be elected by the Annual General Meeting (item 10)
The Nomination Committee proposes that the Board of Directors shall consist of five (5) ordinary board members without deputies. Employee representatives are not included in this number.

The Nomination Committee further proposes that one (1) auditing firm is elected as auditor.

Determination of remuneration to the Board of Directors and auditors (item 11)
The Nomination Committee proposes that board remuneration and remuneration for committee work is paid as follows (remuneration in 2023 in brackets):

  • the Chairman of the Board 380,000 (255,000),
  • each of the other board members 220,000 (160,000),
  • chairman of the audit committee 70,000 (65,000),
  • member of the audit committee 40,000 (35,000),
  • chairman of the remuneration committee 35,000 (30,000), and
  • member of the remuneration committee 20,000 (10,000).

Auditors' fees are proposed, in accordance with the Audit Committee's recommendation, to be paid according to open account.

Election of Board of Directors (item 12 a)
The Nomination Committee proposes re-election of all current board members: Anna Belfrage, Johan Hagberg, Bahare Mackinovski, Charlotte Stjerngren and Egil Dahl. Anna Belfrage is proposed to be re-elected as Chairman of the Board.

For a presentation of the members, please refer to the Company's website www.note-ems.com.

Election of auditors (item 12 b)
The Nomination Committee proposes, in accordance with the Audit Committee's recommendation, re-election of the auditing firm Öhrlings PricewaterhouseCoopers AB (PwC) as the Company's auditor for the period until the end of the next Annual General Meeting. PwC has informed that in case PwC is re-elected, Andreas Skogh will remain as auditor in charge.

Board of Director proposals (items 9b and 13-17)

Resolution on allocation of the Company’s results in accordance with the adopted balance sheet (item 9b)
Considering the Company's planned expansion and investment needs, the Board of Directors proposes that no dividend is paid for the financial year 2023 and that any amounts available to the Meeting are transferred in a new account.

Submission of and approval of the Remuneration Report (item 13)
The Board of Directors proposes that the Annual General Meeting resolves to approve the Board's report on remuneration in accordance with Chapter 8, Section 53a of the Swedish Companies Act.

Adoption of the Board of Directors’ proposal to guidelines for remuneration to senior executives (item 14)
The Board of Directors proposes guidelines on remuneration to the Chief Executive Officer and other senior executives. The guidelines also apply to prospective remuneration to Board members in addition to the board fee. The guidelines apply to remuneration agreed to after the Annual General Meeting 2024 and to amendments to already agreed remunerations which are made thereafter. These guidelines do not apply to remuneration resolved by the General Meeting.

The guidelines’ promotion of the Company’s business, long-term interests and sustainability
In order to successfully act on the market and safeguard the Company’s long-term interests, including its sustainability, it is required that NOTE is able to recruit and retain qualified employees. The total remuneration to the Company’s employees shall therefore be marketable and competitive and be related to responsibility and competence.

Forms of remuneration, etc.
The remuneration may consist of the following components: fixed salary, variable remuneration in accordance with separate agreements, pension and other benefits. The General Meeting may in addition – irrespective of these guidelines – resolve on, for instance share or share price-based remuneration.

Fixed salary
The fixed salary shall consist of fixed cash salary and shall be reviewed yearly. The fixed salary shall reflect the demands of the position held regarding competence, responsibility, complexity and in which way the remuneration promotes the business targets. The fixed salary shall also reflect the performance of the executive and is therefore individual and differentiated.

Variable remuneration
In addition to the fixed salary, the Chief Executive Officer and other senior executives may, in accordance with separate agreements, receive variable remuneration upon fulfilment of the predetermined criteria. The variable remuneration shall be linked to one or several predetermined and measurable targets resolved by the Board of Directors. The outcome shall be linked to the fulfilment of targets of financial nature, such as earnings performance, growth and cash-flow, and if necessary, individually measurable targets and qualitative targets.

The targets are linking the managements remuneration to the Company’s result and sustainability, and therefore promote the accomplishment of the Company’s business strategy, long term interests and competitiveness. The criteria shall be valid for one financial year at a time. The fulfillment of the criteria for remuneration shall be measured yearly. In regard to financial targets, the assessment shall be based on the latest financial information made public by the Company.

The criteria for variable remuneration is formulated in a way that allows the Board to, in case of exceptional financial circumstances, limit or abstain from payment of variable remuneration if such a measure is deemed reasonable.

Additional variable cash remuneration may be paid under exceptional circumstances if to reward extraordinary work contributions beyond the persons ordinary assignment. A decision regarding such remuneration shall be resolved by the Board after proposal from the Remuneration Committee. The total variable remuneration during a calendar year may not amount to more than 100% of the fixed salary.

Pension
Pension benefits, including health insurance, for the Chief Executive Officer and other senior executives shall be fixed and the premiums may not exceed 30% of the fixed salary. Variable remuneration shall not contribute to the pension.

Other benefits
Other benefits, which may include car benefit, travel benefit and health care insurance, shall be marketable and constitute a limited share of the total remuneration.

Termination of employment
The notice period for termination for the Chief Executive Officer and other senior executives shall be 6 months when termination is made by the senior executive. When termination is made by the Company, the notice period shall not exceed 12 months. When termination is made by the Company, dismissal pay and severance pay shall not all in all exceed an amount equal to 24 months fixed salary.

Additional remuneration may be paid for non-compete undertakings. Such remuneration shall compensate for loss of income and shall only be paid in so far as the previously employed executive is not entitled to severance pay. The remuneration may not exceed 100% of the fixed salary at the time of termination of employment and be paid during the time the non-compete undertaking applies, however not for more than 24 months following termination of employment.

Remuneration to the Board of Directors
The Board of Directors of NOTE, elected by the General Meeting, may under certain circumstances and during a limited period be paid for services within their field of competence which is not board work. The remuneration for such services (including services conducted by a company wholly owned by the Board member) shall be marketable and the services shall contribute to NOTE’s business and long-term interest, including sustainability.

Salary and employment conditions for employees
In the drafting process of the Board of Directors’ proposal of these guidelines, the salary and employment terms of the Company’s employees have been taken into account by the inclusion of information on the employees’ total income, the components of the remuneration and the remunerations increase and growth rate over time in the Remuneration Committee’s and the Board of Directors’ basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable.

Decision procedure
The Board of Directors has established a Remuneration Committee, which shall, among other tasks, prepare principles for remuneration to the senior executives and the Board of Directors’ proposal on guidelines for remuneration to senior executives. The Board of Directors shall prepare a proposal for new guidelines at least every fourth year and present it to the General Meeting. The guidelines shall be in force until new guidelines are adopted by a General Meeting. The Remuneration Committee shall also monitor and evaluate programmes for variable remuneration for the executives, the application of the guidelines for salary and other remuneration to the executives as well as the current remuneration structures and compensation levels in the Company. Remuneration to the Chief Executive Officer shall be resolved by the Board of Directors within the scope of the approved guidelines after processing and recommendation from the Remuneration Committee. Remuneration to other senior executives shall be resolved by the Chief Executive Officer within the scope of the approved guidelines and after reconciliation with the Remuneration Committee. The Chief Executive Officer or other senior executives do not participate in the Board of Directors’ processing of, and resolutions regarding, remuneration-related matters if they are affected by such matters.

Deviations from the guidelines
The Board of Directors may temporarily resolve to deviate from the guidelines, in whole or in part, if in a specific case there is special cause for the deviation and a deviation is necessary to serve the Company’s long-term interests, including its sustainability, or to ensure the Company’s financial viability. Regarding employments which are subject to other legislation than Swedish legislation, appropriate adjustments regarding pension benefits and other benefits may be done in order to comply with mandatory statues or local customs, whereby these guidelines’ comprehensive purpose shall be catered as far as practically possible.

Resolution on issue of warrants and implementation of a long-term incentive program 2024/2027 (item 15)
Background and motives
The Board of Directors proposes that the Annual General Meeting resolves on implementation of a long-term incentive program (”Incentive program 2024/2027”) to senior executives and other key persons in the Company and the group (the “Participants”). The proposal for a resolution on an incentive program has been presented in order to create conditions for retaining and increasing the motivation of senior executives and key personnel in the Company and the group. The Board considers that it is in the interest of all shareholders that such persons, who are considered important for the Company's development, have a long-term interest in a positive value development of the share in the Company. Through the proposed program, a long-term ownership commitment is created, which is expected to stimulate an increased interest in the business and the earnings trend.

Based on the above, the board of directors proposes that the annual general meeting resolves to implement Incentive Programme 2024/2027 and resolves to issue warrants and approve the transfer of the warrants as set out below.

Incentive Program 2024/2027 consists of warrants of series 2024/2027 to be transferred to the Participants. The warrants have a term of approximately three (3) years, after which the holder is entitled to exercise the warrants for subscription of shares during a period of one (1) month after the term.

A) Issue of warrants
The Board of Directors proposes that the Annual General Meeting resolves on a directed issue of a maximum of 400,000 warrants, entailing an increase of the share capital upon full exercise with a maximum of SEK 207,175.51.

The resolution shall otherwise be subject to the following conditions.

1. The right to subscribe for the warrants shall, with deviation from the shareholders' preferential rights, belong to the Company. The Company shall transfer the warrants to the Participants in accordance with section B below.

2. The reason for the deviation from the shareholders' preferential rights is to implement Incentive Program 2024/2027 whereby the Participants, through their own investment, shall participate in and promote a positive value development of the share in the Company throughout the period covered by the proposed program and that the Company shall retain competent and engaged personnel.

3. The warrants are issued free of charge to the Company.

4. Subscription of the warrants shall be made on a separate subscription list no later than 19 April 2024. The board of directors is entitled to extend the subscription period.

5. Each warrant entitles the holder to subscribe for one (1) new share in the Company during the period from 7 May 2027 up to and including 7 June 2027, subject to applicable insider legislation.

6. The subscription price upon exercise of the warrant shall correspond to 130 per cent of the average volume-weighted price of the Company's share on Nasdaq Stockholm during the period from 22 April 2024 up to and including 3 May 2024. However, the price shall not be less than the quota value of the share. Day without price quotation shall not be included in the calculation. If the subscription price exceeds the quota value of the shares, the share premium shall be transferred to the unrestricted premium reserve upon exercise of the warrants.

7. Warrants held by the Company, and which are not transferred in accordance with section B, may be cancelled by the Company following a resolution by the Company's Board of Directors. Cancellation shall be notified to the Swedish Companies Registration Office for registration.

8. In order to fulfil the obligations under the Incentive Programme 2024/2027, the board of directors proposes that the Annual General Meeting approves that the Company may dispose of and transfer the warrants to the Participants in accordance with item B below.

9. The new shares issued upon subscription of shares through exercise of the warrants shall entitle to dividends for the first time on the record date for dividends that occurs immediately after the new shares have been registered with the Swedish Companies Registration Office and entered in the share register maintained by Euroclear Sweden AB.

10. The exercise price for the warrants, determined as set out above, shall be rounded to the nearest SEK 0.10 whereby SEK 0.05 shall be rounded upwards. Furthermore, the subscription price, as well as the number of shares that the warrant entitles to subscription for, may be recalculated in the event of a split, consolidation, bonus issue, new issue and in certain other cases in accordance with the recalculation terms, in accordance with the board of directors complete proposal.

B) Approval of transfer of warrants
Right of acquisition
The right to acquire warrants from the Company shall be granted to senior executives and other key personnel of the Company and the group. Allocation of warrants and the Participants' right to receive allocation of warrants has been differentiated with reference to position, responsibility and performance in the Company and the group.

The following distribution applies to the allocation of warrants to Participants.

Category Maximum number of Participants Maximum number of warrants per Participant Maximum number of warrants in the category
A. CEO 1 person 250,000 250,000
B. Senior executives 4 persons 37,500 75,000
C. Other key personnel 30 persons 30,000 175,000

In the event that all warrants within category A have not been transferred after the initial application period, such non-transferred warrants may be offered to employees in category B and in the event that all warrants within category B have not been transferred after the initial application period, such non-transferred warrants may be offered to employees in category C and in the event that all warrants within category C have not been transferred after the initial application period, such non-transferred warrants may be offered to employees in category A. However, the maximum number of warrants per person within each category above may not be exceeded for any individual. In this way, participants shall not be offered to acquire more than an additional 25 per cent of the originally offered number of warrants.

The right to acquire warrants from the Company shall only be granted to persons who have not resigned or been dismissed at the end of the application period.

The Board of Directors shall, within the limits above, finally determine the allocation according to the principles set out above, as well as the number of warrants that Participants shall be offered to acquire.

The right to receive warrants requires that the Participant enters into a special pre-emption agreement with the Company in which the Company reserves the right to repurchase the warrants if the Participant in turn wishes to further transfer the warrants. Pre-emption will as a general rule be set at market price.

Allocation requires that warrants can be legally acquired and that they can be acquired at reasonable administrative and financial cost.

Notification period
Notification of acquisition of warrants shall be made during the period from and including 22 April 2024 up until and including 6 May 2024. However, the Board of Directors of the Company shall be entitled to extend the period for notification of acquisition.

Price and payment, etc.
The warrants shall be transferred on market terms at a price determined on the basis of an estimated market value of the warrants (warrant premium) using the Black & Scholes valuation model calculated by an independent valuation institute. The measurement period for the calculation of the warrant premium is during the period from 22 April 2024 up to and including 3 May 2024, or in case the Board of Directors resolves to extend the application period as described above, a corresponding measurement period in connection with the transfer.

Payment for allocated warrants shall be made in cash no later than ten (10) days after the notification of acquisition, however, the Board of Directors is authorised to extend the time for payment.

C) Further information on the issue and the transfer
Dilution
Upon full subscription by exercise of all warrants, 400,000 new shares may be issued, which corresponds to a dilution of approximately 1.36 per cent of the total number of shares and votes in the Company. This is with reservation for the recalculation of the number of shares that each warrant entitles to subscription for, which may occur as a result of certain issues, etc. The dilution of shares is calculated as the total number of new shares and votes that may be issued upon exercise of all warrants issued in accordance with this resolution proposal, divided by the maximum total number of shares and votes in the Company after exercise of all warrants that may be issued in accordance with this resolution proposal.

Preliminary valuation, costs and effects on key performance indicators
An independent valuation institute has made a preliminary valuation of the market value of a warrant of series 2024/2027 by applying the Black & Scholes valuation model. Based on an assumed share price of SEK 150, an assumed subscription price of SEK 195, a term of 3 years, a risk-free interest rate of 2.53 per cent, an assumed volatility of 29.5 per cent and an assumed dividend in accordance with the Company’s dividend policy, the value has been calculated to approximately SEK 14 per warrant. The preliminary valuation is based on assumptions. Upon transfer of warrants to Participants, the market value will be determined based on updated assumptions and then known parameters.

Since the warrants of series 2024/2027 shall be transferred at market value at the time of transfer, the program is not expected to give rise to any costs for the Company in the form of social security contributions or similar as regards employees residing in Sweden. In the event of a positive share price development, the Incentive Program 2024/2027 entails costs in the form of social security contributions as regards participants in certain countries. Total costs for social security contributions depend partly on the number of warrants that participants resident in different countries acquire and exercise for subscription of shares, partly on the market value of the Company's share at the time of exercise of the warrants in 2027, but also on the percentages that apply for social security contributions in these countries (where social security contributions are paid). Based on the assumption that approximately 15 per cent of the warrants that can be issued under the Incentive Program 2024/2027 are transferred to participants in other countries, the assumption that all these participants want to acquire as many warrants as possible, the assumption that approximately 15 per cent of the total number of warrants are exercised and an assumed share price of SEK 300 at the exercise of the warrants, the average percentage for social security contributions is estimated to amount to approximately 15 per cent and the cost for social security contributions to amount to approximately SEK 0.9 million. With the same assumptions as above, but an assumed share price of SEK 350 upon exercise instead of SEK 300, the cost of social security contributions is estimated to amount to approximately SEK 1.3 million.

The social contributions for foreign participants will be recognized over the term of the warrants based on applicable accounting principles.

Given the above assumptions, including an assumed share price of SEK 300 and SEK 350 respectively at exercise of the warrants, the Incentive Program 2024/2027 is estimated to have a marginal effect on the key figure earnings per share.

It should be noted that all calculations above are preliminary, based on assumptions and are only intended to provide an illustration of the costs that the Incentive Program 2024/2027 may entail. Actual costs may thus deviate from what is stated above.

Preparation of the matter
The proposal for Incentive Program 2024/2027 has been prepared by the Board of Directors (also the Company's Remuneration Committee) with the support of external advisors. The Board has subsequently resolved to present this proposal to the Annual General Meeting. No employee who may be covered by the incentive program has participated in the preparation of the terms and conditions.

Other share-based incentive programmes
The Company has no outstanding share-based incentive programs.

D) Authorizations and decision-making rules
It is proposed that the Board of Directors, or the person designated by the Board of Directors, shall be authorised to make such minor adjustments to the resolution as may be necessary in connection with registration with the Swedish Companies Registration Office and that the Board of Directors shall have the right to make minor adjustments to the incentive program due to applicable foreign laws and regulations.

A valid resolution under this paragraph requires the support of shareholders representing at least nine-tenths (9/10) of both the votes cast and the shares represented at the Annual General Meeting

Resolution regarding authorisation for the Board of Directors to decide on acquisition and sales of treasury shares (item 16)
The Board of Directors proposes that the AGM authorises the Board of Directors to, at one or more occasions and up to and including the next Annual General Meeting, resolve to acquire and/or sell treasury shares, mainly in accordance with the following terms:

Acquisition may be made with cash payment on Nasdaq Stockholm or in accordance with a tender offer to all the shareholders. Acquisition of shares may not result in the total holding of treasury shares, at any time, exceeding ten (10) percent of all shares in the Company at the time of the AGM's decision on the authorisation. Acquisition of shares on Nasdaq Stockholm may only be effected at a price within the currently effective registered price interval on Nasdaq Stockholm, meaning the price interval between the highest bid and the lowest ask price. Acquisition in accordance with a tender offer according to the above shall be effected at a price corresponding to at least the share price at the time of the offer with a maximum upward divergence of twenty (20) percent.

Sales of shares may take place on or outside Nasdaq Stockholm, with or without deviation from the shareholders’ preferential rights and with or without payment in kind or payment by way of set-off. Such sales may be effected at a price within the currently effective registered price interval on Nasdaq Stockholm, meaning the price interval between the highest bid and the lowest ask price. The number of shares that may be sold should not amount to more than ten (10) percent of the total number of shares in the Company. Sales in connection with company acquisitions may be made at a market value as decided by the Board of Directors.

The purpose of the authorisation above to acquire and sell treasury shares is to enable financing of acquisition of operations through payment with treasury shares and to continuously adapt the Company’s capital and share structure and thereby contribute to an increase in value for shareholders.

For a valid decision of the Meeting in accordance with the Board of Directors’ proposal above it is required that the decision is approved by shareholders representing at least two thirds (2/3) of the casted votes as well as of the shares represented at the Meeting.

Resolution regarding authorisation for the Board of Directors to decide on
new share issue (item 17)
The Board of Directors proposes that the AGM authorises the Board to resolve on issuance of new shares, at one or more occasions for the period until the end of the next Annual General Meeting. Decision pursuant to the authorisation may not result in a new issuance of shares exceeding ten (10) percent of all shares in the Company at the time of the AGM's decision on the authorisation.

Payment shall be made by cash, payment in kind or by offset. Issues with payment in cash or by set-off may take place with or without the shareholders’ preferential rights, provided that the issue is carried out on market terms and conditions.

The reason for the proposal and the possibility of deviation from the shareholders’ preferential rights is to allow flexibility in connection with any acquisitions or capital raising in connection with acquisitions.

For a valid decision of the Meeting in accordance with the Board of Directors’ proposal above it is required that the decision is approved by shareholders representing at least two thirds (2/3) of the casted votes as well as of the shares represented at the Meeting.

Shareholders’ right to request information
Pursuant to the Swedish Companies Act (Sw. aktiebolagslagen) the Board of Directors and the Chief Executive Officer shall, if any shareholder so requests and the Board of Directors deems that it can be made without substantial damage to the Company, at the Meeting provide information regarding circumstances which may affect the assessment of a matter on the agenda and circumstances which may affect the assessment of the Company’s economic situation. The disclosure requirement also covers information regarding the Company's relationship to another Group company, the consolidated accounts and such matters regarding subsidiaries as referred to in the preceding sentence.

Documentation for the Meeting
Accounting records, audit report, the Board of Director’s complete proposals and other documentation required according to the Swedish Companies Act will be available at the Company at the address Sveavägen 52 in Stockholm, Sweden, and at the Company’s website, www.note-ems.com, no later than three weeks before the Meeting. The documentation will be sent free of charge to those shareholders that so request and provide their postal or e-mail address. All the documentation above will also be presented at the Meeting.

The Nomination Committee's complete proposal, a reasoned opinion regarding its proposal for appointment of the Board and the auditor, as well as information on proposed Board members are available on the Company's website.

Please note that this is a translation for information purposes only. In the event of any discrepancies between the Swedish and English versions, the Swedish version shall prevail.

Stockholm in March 2024

The Board of Directors of NOTE AB (publ)

Lisää uutisartikkeleita