Annual General Meeting

The Annual General Meeting will be held on Monday 6 May 2024 at 3:00 p.m. at Grevieparken, Idrottshallen, Hålarpsvägen 14 in Grevie. Shareholders are welcome from 2:15 p.m.

Pursuant to chapter 12 of Nolato’s Articles of Association, the Board has resolved that shareholders may exercise their voting rights at the Annual General Meeting by post. Shareholders may therefore choose to exercise their voting rights in person at the Annual General Meeting, by proxy or through postal voting. The address by the CEO will be available, following the closing of the Meeting, at this webpage.

Those who wish to exercise their voting rights at the Annual General Meeting must:

• be recorded in the share register maintained by Euroclear Sweden AB (“Euroclear”) on 25 April 2024; and
• give notice to the Company of their intention to attend the Annual General Meeting according to the instructions under the heading “Notification of attendance in person or by proxy” or cast a postal vote according to the instructions under the heading “Instructions for postal voting” no later than 29 April 2024.

Nominee-registered shares

Shareholders whose shares are nominee-registered through a bank or other authorized depositary, e.g. in a custody account, must – in addition to giving notice of their attendance – request that the shares be temporarily re-registered in their own name so that the shareholder is registered in Euroclear’s share register as of the record date on 25 April 2024. Re-registration may be temporary (so-called voting rights registration) and requested from the nominee in advance in accordance with the nominee’s routines. Voting right registration that the shareholder has requested and has been issued by the nominee no later than 29 April 2024 will be accepted in the preparation of the share register.

Notification of attendance in person or by proxy

Shareholders who wish to attend the Annual General Meeting in person or by proxy must notify this no later than 29 April 2024 either:

• electronically at https://anmalan.vpc.se/EuroclearProxy;
• with the form on this website;
• with the response card attached to the annual report which has been sent to the shareholders who have requested to receive it;
• by phone +46 8 402 91 87; or
• by post to Nolato AB, “Årsstämma”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm.

In the notification, provide your name or company name, personal or organization ID number, address, phone number and, if applicable, the number of persons attending with you (maximum two).

If attending by proxy or representative, authorization documents (a power of attorney and/or registration certificate) should be sent to the Company at the above address well in advance of the Annual General Meeting and preferably by 29 April 2024. Power of attorney forms are available on this website.    

Instructions for postal voting

A special form shall be used for postal voting. Postal voting form is available at this website.   

Shareholders can vote by post in any of the following ways:

• Completed and signed postal voting form can be sent by post to Nolato AB, “Årsstämma”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, or by e-mail to [email protected].  The completed form must be received by Euroclear no later than 29 April 2024.
• Shareholders may also, no later than 29 April 2024, cast a postal vote electronically via verification with BankID on Euroclear’s website https://anmalan.vpc.se/EuroclearProxy.

The shareholder may not give instructions other than to mark one of the alternative answers on the form. If the shareholder has included special instructions or conditions on the form, or changed or made amendments to the pre-printed text, the postal vote will be considered invalid. Further instructions and conditions can be found in the postal voting form and at https://anmalan.vpc.se/EuroclearProxy.

If a shareholder casts a postal vote by proxy, a written and dated power of attorney signed by the shareholder shall be enclosed with the postal voting form. Power of attorney forms are available on Nolato’s website at www.nolato.com/agm. If the shareholder is a legal entity, a registration certificate or other authorization document must be enclosed with the form.

Those who wish to withdraw a submitted postal vote and instead cast their vote by participating in the Annual General Meeting in person or by proxy must notify the Annual General Meeting’s secretariat before the Meeting is opened.

For questions concerning the postal voting procedure, please contact Euroclear, tel. +46 8 402 91 87 (Monday – Friday, between 9 a.m. – 4 p.m.).

Nomination committee

In accordance with a decision at Nolato's AGM on May 3, 2023, the largest shareholders in term of votes at the end of September 2023 have appointed the following individuals as members of Nolato's Nomination Committee ahead of the 2024 AGM: Henrik Jorlén, chairman (Jorlén family), Gun Boström (Boström family), Lovisa Hamrin (Hamrin family), Anna Magnusson (First AP Fund) and Katarina Hammar (Nordea Funds).

The Nomination Committee has proposed Klas Forsström, President and CEO of Munters Group AB, as a new Board member. Lars-Åke Rydh has declined to stand for re-election. The Board’s Chairman and other members have been proposed for re-election.

Shareholders who would like to submit proposals to the Nomination Committee can contact the chairman of the Nomination Committee, Henrik Jorlén, by email at [email protected] or by mail at Kommendörsgatan 4, 26977 Torekov, Sweden.

 

Dividend

At the Annual General Meeting, the Board of Directors and the President and CEO will propose a dividend of SEK 1.50 per share (1.90), which corresponds to SEK 404 million (512). The pay-out ratio is 74% (78), excluding non-recurring items. The dividend yield was 2.8% on the share price as of December 31, 2023.

 

Important days regarding the dividend:

If the AGM decides in accordance with the board's proposal for a dividend, the following dates apply in 2024:

• Last day including dividend is May 6.
• Ex-dividend date is May 7.
• The record date is May 8.
• The pay date is May 14.

 

Shareholders wishing to have matters considered

Shareholders wishing to have matters considered at the Annual General Meeting should submit their proposals in writing to The Board of Nolato, c/o CFO Per-Ola Holmström, by e-mail [email protected] or by mail at Nolato AB, Per-Ola Holmström, Nolatovägen 32, 26978 Torekov, Sweden, at least seven weeks before the Annual General Meeting, in order for the proposal to be included in the notice of the Annual General Meeting.

Information from Annual General Meeting 2023

Nolato today, on 3 May 2023, held its Annual General Meeting. The meeting resolved in accordance with all proposals of the Board and the Nomination Committee.

Dividend

The meeting resolved on a dividend of SEK 1.90 per share. The record date for the dividend is 5 May 2023. Payment of the dividend is expected to be made on 10 May 2023 through Euroclear.

The Board and the auditor

The meeting resolved on re-election of the Board members Fredrik Arp, Carina van den Berg, Tomas Blomquist, Sven Boström, Lovisa Hamrin, Åsa Hedin, Erik Lynge-Jorlén and Lars-Åke Rydh as ordinary Board members until the next Annual General Meeting. Fredrik Arp was re-elected as Chairman of the Board.

The registered auditing firm Ernst & Young Aktiebolag was re-elected as auditor, with authorized public accountant Joakim Falck as principal auditor.

The meeting further resolved on fees for board work and committee work in accordance with the Nomination Committee´s proposal, and that the auditor´s fee shall be paid in accordance with approved invoices.

Other

The meeting resolved to adopt the income statement and balance sheet for the Company and the Group for the 2022 financial year. The meeting also resolved to discharge the members of the Board and the CEO from liability for their management of the Company´s affairs during the 2022 financial year.

The meeting resolved to adopt guidelines for compensation of senior executives proposed by the Board, and to approve the remuneration report.

The meeting resolved to authorize the Board – on one or more occasions and for the period until the end of the next Annual General Meeting – to resolve on new issue of class B shares.

Information from Nolato’s AGM 2022 

Nolato AB (publ) today, on 3 May 2022, held its Annual General Meeting. The meeting resolved in accordance with all proposals of the Board and the Nomination Committee.

Dividend

The meeting resolved on a dividend of SEK 1.90 per share. The record date for the dividend is 5 May 2022. Payment of the dividend is expected to be made on 10 May 2022 through Euroclear.

The Board and the auditor

The meeting resolved on re-election of the Board members Fredrik Arp, Tomas Blomquist, Sven Boström, Lovisa Hamrin, Åsa Hedin, Erik Lynge-Jorlén and Lars-Åke Rydh and new election of Carina van den Berg as ordinary Board members until the next Annual General Meeting. Fredrik Arp was re-elected as Chairman of the Board.  

The registered auditing firm Ernst & Young Aktiebolag was re-elected as auditor, with authorized public accountant Joakim Falck as principal auditor.

The meeting further resolved on fees for board work and committee work in accordance with the Nomination Committee´s proposal, and that the auditor´s fee shall be paid in accordance with approved invoices.

Incentive program

The meeting resolved to implement an incentive program to current and future senior executives in the Company and, where applicable, its subsidiaries in the form of warrants. In short, the incentive program entails an issue of not more than 7,980,000 warrants to a subsidiary wholly owned by the Company for transfer to current and future senior executives in the Company or other Group companies. 

The warrants shall be divided into equal parts into three different series, Series 2022/2026, Series 2023/2027 and Series 2024/2028. Each warrant entitles the holder to subscribe for one new class B share in the Company. The time for exercising the warrants shall be during the period from 15 December 2025 until and including 15 June 2026 for warrants of Series 2022/2026, from 15 December 2026 until and including 15 June 2027 for warrants of Series 2023/2027 and from 15 December 2027 until and including 15 June 2028 for warrants of Series 2024/2028.

Other

The meeting resolved to adopt the income statement and balance sheet for the Company and the Group for the 2021 financial year. The meeting also resolved to discharge the members of the Board and the CEO from liability for their management of the Company´s affairs during the 2021 financial year.

The meeting resolved to adopt guidelines for compensation of senior executives proposed by the Board, and to approve the remuneration report.

The meeting resolved to authorize the Board – on one or more occasions and for the period until the end of the next Annual General Meeting – to resolve on new issue of class B shares.

The complete proposals are available on www.nolato.com/agm. There you will also find the CEO´s recorded address to the meeting.

Nolato held its Annual General Meeting (AGM) on 4 May 2021 by postal vote in accordance with the temporary legislation on AGMs. The AGM approved all proposals made by the Board of Directors and the Nomination Committee.

Dividend:

The AGM approved a dividend of SEK 16 per share. The record date is May 6, 2021. The dividend is expected to be disbursed by Euroclear on May 11, 2021.

The Board of Directors:

The AGM approved the re-election of Board members Fredrik Arp, Sven Boström-Svensson, Lovisa Hamrin, Åsa Hedin, Erik Lynge-Jorlén and Lars-Åke Rydh and the election of Tomas Blomquist as a new ordinary Board member until the next AGM. Jenny Sjödahl did not stand for re-election. Fredrik Arp was re-elected as Chairman of the Board. 

Auditors:

Registered auditing firm Ernst & Young AB was appointed auditor until the end of the 2022 AGM, with authorized public accountant Joakim Falck as principal auditor.

Discharge from liability:

The meeting discharged the members of the Board and the President and CEO from liability for the 2020 financial year.

Remuneration:

The AGM resolved to establish updated guidelines on setting the pay and other remuneration of Board members and members of company management, and also approved the remuneration report.

Share split:

To make trading in the company’s shares on Nasdaq Stockholm easier, the AGM approved a share split, whereby each share, irrespective of class, will be divided into 10 shares of the same class. The record date for the share split was set as May 14, 2021, although the Board was authorized to set a new record date if this proves to be necessary for administrative reasons.

Authorization of new share issue:

The AGM authorized the Board, for one or more occasions for the period until the end of the next AGM, to decide to issue new B class shares, although no more than 10 percent of the total number of shares in the company adjusted for the share split. It will be possible to issue such new shares with or without deviation from shareholders’ preferential rights, for a cash payment or through payment in kind or set-off. The purpose of the authorization is to allow the company greater financial flexibility and increase the Board’s room for maneuver. In the event of deviation from shareholders’ preferential rights, the purpose of the issue must be to raise capital in connection with corporate acquisitions, or to enable shares to be used as payment for such acquisitions. Should such deviation from shareholders’ preferential rights occur, the issue must be implemented on market terms.