Release from NOTE’s Annual General Meeting on 26 April 2018
At NOTE AB (publ)’s Annual General Meeting held on 26 April 2018 (the “AGM”), the following resolutions, among others, were passed. The Board of Directors’ comprehensive proposals have previously been published and are available on the company’s website, www.note.eu.
Adoption of the profit and loss account and the balance sheet and discharge from liability
The AGM resolved to adopt the profit and loss account and the balance sheet as well as the consolidated profit and loss account and the consolidated balance sheet as per 31 December 2017. The AGM also resolved to discharge the board members and the Chief Executive Officer from liability for its management of the company during the fiscal year 2017.
The AGM resolved, in accordance with the Board of Directors’ proposal, to pay a dividend of SEK 1,00 per share to the shareholders. The record date for entitlement to a dividend was determined to Monday 30 April 2018 and payment from Euroclear Sweden AB is expected to take place on Friday 4 May 2018.
Board of Directors and Auditor
The AGM resolved, in accordance with the Nomination Committee’s proposal, that the Board of Directors shall consist of five ordinary members with no deputies and that the company shall appoint an auditing firm as the company’s auditor.
In accordance with the Nomination Committee’s proposal, the fees to Board of Directors, for the period until the end of the next Annual General Meeting, were determined to a total of SEK 783,000 (excluding remuneration for committee work), of which 255,000 to be paid to the Chairman of the Board and SEK 112,000 to the other elected members and that Auditor’s fee are to be paid according to open account. The AGM re-elected Kjell-Åke Andersson, Johan Hagberg, John Hedberg and Bahare Hederstierna as members of the Board of Directors and appointed Johannes Lind-Widestam as a new member of the Board of Directors, in accordance with the proposal from the Nomination Committee. John Hedberg was re-elected as the Chairman of the Board.
In accordance with the Nomination Committee’s proposal, the auditing firm Öhrlings PricewaterhouseCoopers AB (PwC) was re-elected as auditor for the period until the next Annual General Meeting, Niklas Renström will be appointed as Auditor in Charge.
Instructions for the Nomination Committee
The AGM resolved to adopt the principles for appointing the Nomination Committee in accordance with the proposal. In accordance with the instructions, the Nomination Committee shall be formed by the four largest shareholders by votes, that wish to participate, at least six months prior to the Annual General Meeting, each appoints a member, with the Company’s Chairman of the Board as convener.
Guidelines for remuneration to the senior executives
The AGM resolved to adopt (unmodified) guidelines for remuneration to the senior executives, in accordance with the Board of Director’s proposal. The remuneration shall comprise of fixed salary, any variable salary and other customary pensions. Variable salary is dependent on the individual’s fulfilment of quantitative and qualitative goals and can at most amount to 100 percent of the fixed salary. The retirement age is 65 years. NOTE offers benefits similar to the ITP plan.
The Board of Directors shall be able to deviate from the above guidelines should there be special cause to do so in individual cases. If such deviation occurs, the Board of Directors shall give notice about the deviation and put forward the reasons for the deviation at the next Annual General Meeting.
Authorisation for the Board of Directors to decide on acquisition and transfer of treasury shares
The AGM resolved to, in accordance with the Board of Director’s proposal, authorise the Board of Directors to, during the period until the next AGM, on one or more occasions, decide on the acquisition and/or transfer of the Company's own shares according to the following conditions. Acquisitions may be made in cash on Nasdaq Stockholm or in accordance with an offer to all shareholders. Acquisitions may be made by a maximum of so many shares that the Company’s own holding of treasury shares does not exceed ten (10) percent of all shares in the Company at any given time.
The AGM also resolved to, in accordance with the Board of Director’s proposal, authorise the Board of Directors to decide on sales of the company’s treasury shares according to the following substantially terms. Sales may only take place outside Nasdaq Stockholm. 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 estimated by the Board of Directors.
The purpose of the above authorisation regarding acquisition and sales of treasury shares is to enable financing of acquisition of operations by paying with the company’s treasury shares and to be able to adapt the company’s capital and share structure on an ongoing basis and thereby contribute to an increased shareholder value.
Resolution regarding Incentive Program 2018/2021 and issue of warrants
The AGM resolved in accordance with the Board of Director’s proposal regarding the adoption of a long term incentive program for current and future senior executives and key employees (the “Incentive Program 2018/2021”). The incentive program consists of an issue of not more than 630,000 warrants.
The right to subscribe for the warrants shall only belong to the wholly-owned subsidiary NOTE Components AB, which shall transfer the warrants to the participants. The transfer of the warrants to the participants shall be made at a price corresponding to the market value of the warrant (the warrant premium). Upon exercise of all warrants in the Incentive Program 2018/2021 up to 630,000 shares, equivalent to around two (2) percent of the total number of outstanding shares and votes, may be issued. The calculation is based on the maximum number of shares and votes which can be issued divided with total number of shares and votes after such issue.
For more information, please contact:
Per Ovrén, CEO and President, tel. +46 (0)73 440 7727
Henrik Nygren, CFO, tel. +46 (0)70 977 0686
NOTE is one of northern Europe’s leading EMS partners, producing 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 1,208 million; the group has approximately 950 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 Nasdaq Stockholm Rule Book for Issuers. The information was submitted for publication at 5:00 p.m. CET on 26 April 2018.