Invitation to the Annual General Meeting of shareholders of NOTE AB (publ), on 19 April 2016

The shareholders of NOTE AB (publ), corporate identity number 556408-8770, are
hereby invited to
attend the Annual General Meeting (AGM) of shareholders at 2:00 p.m. on Tuesday
19 April 2016 at
Spårvagnshallarna, Birger Jarlsgatan 57A, Stockholm, Sweden. Registration for
the AGM will
commence at 1:15 p.m.
Entitlement to participate in the Meeting
Shareholders wishing to participate at the AGM shall:
- be registered in the share register maintained by Euroclear Sweden AB by no
later than
Thursday 13 April 2016,
- notify the company of their intention to participate at the AGM by no later
than Thursday 13 April
2016. 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 AGM, 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 13 April 2016.
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.   Report on the work of the Board of Directors.
8.   Submission of the annual accounts, audit report, consolidated accounts and
the consolidated audit report.
9.   Resolutions
a) on the adoption of the Income Statement and Balance Sheet and the
Consolidated Income Statement and Consolidated Balance Sheet.
b) on the appropriation of the company’s profit in accordance with the adopted
Balance Sheet.
c) on discharging the members of the Board of Directors and the Chief Executive
Officer from liability.
10.  Approval of the number of Board Members and auditors to be elected by the
AGM.
11.  Approval of remuneration to the Board of Directors and auditors.
12.  Election of
a)  Board of Directors,
b)  auditors.
13.  Approval of the Nomination Committee’s proposal for instructions for the
Nomination Committee.
14.  Adoption of the Board of Directors’ proposed guidelines for remunerating
senior managers.
15.  Resolution authorising the Board of Directors to decide on the purchase and
transfer of treasury shares.
16.  Other business due at the Meeting according to the Swedish Companies Act or
the Articles of Association.
17.  Closing the Meeting.
Nomination Committee
The Nomination Committee of NOTE has had the following members: Bruce Grant
(Garden Growth
Capital LLC), Johan Hagberg (personal holding), Jonas Hagströmer (Creades AB)
and Peter Svanlund
(Banque Carnegie Luxembourg S.A. on behalf of Museion Förvaltning). The Chairman
of the
Nomination Committee has been Jonas Hagströmer.
Nomination Committee proposals (items 2, 10, 11, 12 and 13)
2.   Kristian Teär is proposed as Chairman of the Meeting.
10.  The Board of Directors is proposed to consist of seven ordinary members
without deputies.
One audit practice is proposed as auditor.
11.  Proposed directors’ fees for the period until the end of the next Annual
General Meeting are
a total of SEK 960,000, which is unchanged on the previous year. The proposal
for allocating
the Directors’ fees is as follows: fees 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.
Auditors’ fees are proposed according to open account.
12.  a)  Re-election of the following Board members is proposed: Kjell-Åke
Andersson, Bruce
Grant, Bahare Hederstierna, Stefan Johansson, Henry Klotz, Daniel Nyhrén Edeen
and
Kristian Teär. Kristian Teär is proposed as Chairman of the Board.
b)  Re-election of audit firm Öhrlings PricewaterhouseCoopers AB (PwC) for the
period
until the end of the following AGM is proposed. PwC has stated that if it is
elected, PwC
will appoint Niklas Renström as Auditor in Charge.
13.  The Nomination Committee shall be formed by each of the four largest
shareholders, or groups
of shareholders, that wish to participate appointing a member, with the Chairman
of the Board
as convener, at least six months prior to the AGM. Where one or more
shareholders decline this
right, the next-largest shareholder shall be offered the corresponding
opportunity. The names of
the four members shall be published as soon as they are appointed.
The majority of the members of the Nomination Committee shall not be Board
members or
the Chief Executive Officer, nor shall any other member of management be a
member of the
Nomination Committee. Unless the members agree otherwise, the Chairman of the
Nomination Committee shall be that member representing the largest shareholder
in terms
of voting rights. However, a Board member shall not be Chairman of the
Nomination
Committee. The Nomination Committee’s mandate runs until the appointment of a
new
Nomination Committee.
If a shareholder is no longer one of the four largest shareholders, or groups of
shareholders,
of the company, its representative should make its seat available, and that
shareholder that
has become one of the four largest shareholders should be offered the
opportunity to
appoint a member of the Nomination Committee. Shareholders that have appointed
members of the Nomination Committee are entitled to dismiss such member and
appoint a
new representative. If, for any other reason, a representative leaves the
Nomination
Committee before its work concludes, that shareholder that has appointed the
representative
should be offered the opportunity to appoint a new representative. Changes to
the
Nomination Committee should be made public.
The Nomination Committee shall prepare a proposal for a Chairman of the Meeting,
Chairman of the Board, Board of Directors, Directors’ fees, instructions for the
Nomination
Committee, the auditors and remuneration of auditors to be submitted to the
Annual General
Meeting (and where applicable, Extraordinary General Meeting) for resolution.
On demand from the Nomination Committee, the company shall provide personnel
such as
secretarial functions for the Nomination Committee to facilitate the work of the
Nomination
Committee. Where necessary, the company shall also bear reasonable costs for
external
consultants that the Nomination Committee considers necessary for the Nomination
Committee to be able to perform its duties.
Board of Directors’ proposal (items 9b, 14 and 15)
9.b)   The Board of Directors proposes that the company pays a dividend to
shareholders of
SEK 0.70 per share with Thursday 21 April as the record day. Given this record
day,
Euroclear Sweden AB is scheduled to pay dividends on Tuesday 26 April 2016.
The Board of Directors states that the company’s total profits at the disposal
of the
Meeting, according to the Balance Sheet as of 31 December 2015, amount to SEK
90,860,488, and accordingly exceed the proposed total dividend of SEK 20,210,820
by
SEK 70,649,668.
14.  The Board is proposing that the guidelines for remunerating senior managers
as adopted by
the AGM 2015 are adopted without amendment for 2016.
15.  The Board of Directors proposes that in the period until the next AGM, the
Board of Directors
is authorised to take decisions, firstly on purchasing a maximum number of
shares of the
company such that after purchase, the company holds a maximum of 10% of the
registered
shares of the company, and secondly, to transfer these treasury shares.
Purchases will be against cash payment, either on the stock exchange where the
company’s
shares are listed, or through an offering to all shareholders. The price paid
shall correspond
to the market value of the company’s shares when the offering is made public.
The purpose of the proposed repurchase option is for the Board of Directors to
be given
increased scope for its work on the company’s capital structure.
Documentation for the Meeting
The accounting records, audit report, the Board’s complete proposals and other
documentation required
according to the Swedish Companies Act will be available from 29 March 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.
___________________
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, sub-assemblies and box build
products. NOTE's
offering covers the whole product lifecycle, from design to after-sales. NOTE
has a presence in
Sweden, Norway, Finland, the UK, Estonia and China. In 2015, net sales were SEK
1 122 million; the
group has approximately 940 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 Swedish
Securities Markets Act.
This information was submitted for publication on 18 March 2016 at 08:30 a.m.