Notice from the Annual General Meeting in NOTE AB (publ) on 18 April 2024
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | Mid Cap Stockholm |
| Sektor | Informationsteknik |
| Industri | Elektronisk utrustning |
At the Annual General Meeting of NOTE AB (publ) (the “Company”) held on 18 April 2024 (the “AGM”), the following resolutions, among others, were adopted. For more detailed information regarding the resolutions, please refer to the notice to the AGM and the Board of Directors’ complete proposals, which have previously been published and are available on the company’s website, www.note-ems.com.
Approval of the profit and loss account and the balance sheet, allocation of results, discharge from liability etc.
The AGM resolved to approve the profit and loss account and the balance sheet as of 31 December 2023 for the Company and the group and to grant discharge from liability for the Board members
and the Chief Executive Officer for the financial year 2023.
The AGM resolved, in accordance with the proposal from the Board of Directors, to distribute no dividend to the shareholders for the financial year 2023.
The AGM resolved to approve the Board of Directors’ remuneration report.
Remuneration to the Board of Directors and the auditor
The AGM resolved, in accordance with the Nomination Committees proposal, that the remuneration to the Board of Directors shall be paid with a total amount of SEK 1,260,000. The remuneration is distributed so that the chairman of the board receives SEK 380,000 and each of the other board members receives SEK 220,000. Remuneration for committee work is distributed as follows: Chairman of the Audit Committee receives SEK 70,000, member of the Audit Committee receives SEK 40,000, Chairman of the Remuneration Committee receives SEK 35,000 and member of the Remuneration Committee receives SEK 20,000.
The AGM further resolved, in accordance with the Nomination Committees proposal, that auditors’ fees shall be paid according to open account.
Election of Board of Directors and auditor
The AGM resolved, in accordance with the Nomination Committee's proposal, that the Board of Directors until further notice shall consist of five (5) ordinary members without deputies and that the company shall have one auditing firm as auditor.
The AGM resolved, in accordance with the Nomination Committee's proposal, to re-elect Anna Belfrage, Johan Hagberg, Bahare Mackinovski, Charlotte Stjerngren and Egil Dahl as members of the Board of Directors for the period until the next AGM and to re-elect Anna Belfrage as Chairman of the Board of Directors.
The AGM resolved, in accordance with the Nomination Committee's proposal, to re-elect the auditing firm Öhrlings PricewaterhouseCoopers AB (PwC) for the period until the next AGM. The auditing firm
PwC has announced that Andreas Skogh will remain as auditor in charge.
Guidelines for remuneration to senior executives
The AGM resolved to adopt the Board of Directors' proposal for guidelines for remuneration to senior executives.
Issue of warrants and implementation of long-term incentive program 2024/2027
The AGM resolved, in accordance with the Board of Directors' proposal, on a directed issue of a maximum of 400,000 warrants and implementation of a long-term incentive program 2024/2027. The right to subscribe for the warrants shall, with deviation from the shareholders' preferential rights, be granted to the Company. The right to acquire the warrants from the Company shall be granted to senior executives and key persons in the Company and the group.
Each warrant entitles the holder to subscribe for one (1) new share in the Company during the period from and including 7 May 2027 up to and including 7 June 2027. The subscription price upon exercise of the warrant shall correspond to 130 percent of the average volume-weighted price of the Company's share on Nasdaq Stockholm during the period from and including 22 April 2024 up to and including 3 May 2024.
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. Notification of acquisition of warrants shall be made during the period from 22 April 2024 up to and including 6 May 2024.
Authorisation for the Board of Directors to decide on acquisition and sales of treasury shares
The AGM resolved, in accordance with the Board of Directors' proposal, to authorise the Board of Directors to, during the period until the next AGM, on one or more occasions, resolve to acquire and/or sell treasury shares.
Authorisation for the Board of Directors to decide on new share issue
The AGM resolved, in accordance with the Board's proposal, to authorise the Board to, during the period until the next AGM, on one or more occasions, resolve to issue new shares.