Invitation to EGM of shareholders of NOTE AB (publ) 20 January 2017 – proposal to change the Board of Directors due to recent changes in the ownership
The shareholders of NOTE AB (publ), corporate identity number 556408-8770, are hereby invited to attend the Extraordinary General Meeting (EGM) of shareholders at 10:30 a.m. on Friday 20 January 2017 at Best Western Hotel Danderyd, Vendevägen 87, Danderyd, Sweden. Registration for the EGM will commence at 10:00 a.m.
Entitlement to participate in the Meeting
Shareholders wishing to participate at the EGM shall:
- be registered in the share register maintained by Euroclear Sweden AB by no later than Saturday
14 January 2017,
- notify the company of their intention to participate at the EGM by no later than Monday 16 January 2017. Notification is possible by e-mail, info@note.eu, or by telephone on +46 (0)8 568 99000. Written notification can also be sent to NOTE AB, Box 711, 182 17 Danderyd, Sweden. Notifications shall state personal or corporate names, personal or corporate identity numbers, number of shares, addresses and telephone numbers. Shareholders wishing to bring one or two assistants must notify the company thereof in the time and manner applicable for shareholders.
For entitlement to participate in the EGM, shareholders with nominee-registered holdings must temporarily re-register their shares in their own name in the share register through the agency of their nominee in good time prior to 14 January 2017.
The number of shares and votes of the company amounts to 28,872,600 as of today’s date.
Representatives
Shareholders represented by proxy shall issue a dated power of attorney for the representative. If such power of attorney is issued by a legal entity, certified copies of the certificate of registration or equivalent authorisation shall be submitted. Registration certificates may not be more than six months old. Original powers of attorney and potential registration certificates should be submitted to the company by mail prior to the Meeting. A power of attorney form is available for download from the company’s website, www.note.eu.
PROPOSED AGENDA
1. Opening the Meeting.
2. Electing a Chairman and a person to keep the minutes 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 people to verify the minutes.
6. Consideration of whether the Meeting has been duly convened.
7. Approval of the number of Board Members to be elected by the EGM.
8. Approval of remuneration to the Board of Directors.
9. Election of Board of Directors.
10. Closing the Meeting.
Nomination Committee
The Nomination Committee of NOTE has had the following members:
Kjell-Åke Andersson (own and family’s holdings), Fredrik Hagberg (own and company’s holdings), Johan Hagberg (own holdings) and Jonas Hagströmer (Creades AB).
The Chairman of the Nomination Committee has been Jonas Hagströmer.
Nomination Committee proposals (items 2, 7, 8 and 9)
2. Peter Herlitz is proposed as Chairman of the Meeting.
7. The Board of Directors is proposed to consist of five ordinary members without deputies.
8. Proposed directors’ fees, on an annual basis, for the period until the end of the next Annual General Meeting are to be unchanged per member compared with the period since the last Annual General Meeting. The proposal for allocating the Directors’ fees, on an annual basis, is as follows: fee for the Chairman SEK 300,000 and fees for the other members SEK 100,000 per member. Additionally, SEK 60,000 is proposed for allocation between members of Committees in accordance with the Chairman of the Board’s decision. Board members may invoice this fee from a company, provided this is cost neutral for NOTE compared to drawing this compensation as income from employment.
9. Re-election of the following Board members is proposed: Kjell-Åke Andersson and Bahare Hederstierna. Election of Johan Hagberg, John Hedberg and Per Ovrén is proposed. John Hedberg is proposed as Chairman of the Board.
Due to the recent changes in the ownership group, Bruce Grant, Stefan Johansson, Henry Klotz, Daniel Nyhrén Edeen and Kristian Teär have declined re-election.
Documentation for the Meeting
The Nomination Committee’s proposals and other documentation required according to the Swedish Companies Act will be available from 23 December 2016 from the company at Vendevägen 85 A, Danderyd, Sweden, and on the company’s website, www.note.eu. The documentation will be sent to those shareholders that so request and provide their postal or e-mail address.
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The Board of Directors of NOTE AB (publ)
About NOTE
NOTE is one of the leading Northern European manufacturing and logistics partners for production of electronics-based products. NOTE produces PCBAs, subassemblies and box build products. NOTE's offering covers the complete product lifecycle, from design to after-sales. NOTE has a presence in Sweden, Finland, the UK, Estonia and China. Net sales in the last 12 months were SEK 1,115 million; the group has approximately 1,000 employees. NOTE is listed on Nasdaq Stockholm. For more information, please go to www.note.eu.
NOTE AB (publ) discloses the information provided herein pursuant to the Market Abuse Regulation and Nasdaq Stockholm’s Rule book for Issuers. The information was submitted for publication on
23 December 2016 at 3:00 p.m. (CET).
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