Corporate Governance » Annual meeting » Authorising
Nolato

The Board’s proposal for resolutions at the Annual Meeting of Nolato AB (publ) on April 28, 2008 authorising the Board to make decisions on the acquisition and sale of the Company’s own B shares

The Board of Nolato AB (publ) proposes that the Annual Meeting resolves to authorise the Board to acquire the Company’s own B shares, on the following conditions:
1. Acquisitions shall take place through trading on the OMX Nordic Exchange in Stockholm/the Stockholm Stock Exchange.
2. Acquisitions may take place on one or more occasions up until the next Annual Meeting.
3. Acquisitions may relate to B shares, and up to a maximum number of B shares such that the Group’s total holding following the acquisition does not exceed ten (10) percent of the total number of registered A and B shares in the company at any given time.
4. For acquisitions on the Stockholm Stock Exchange, the price shall be within the price range prevailing on the exchange at any given time.
5. Shares acquired shall be paid for in cash.
6. When making acquisitions, the rules of the listing agreement with the Stockholm Stock Exchange shall be observed.
7. The Board is entitled to make decisions on other conditions relating to the acquisition of the Company’s own shares.
The Board of Nolato AB (publ) also proposes that the Annual Meeting resolves to authorise the Board to sell the Company’s own B shares, on the following conditions:
1. Sales may take place on one or more occasions up until the next Annual Meeting.
2. Sales may relate to the Company’s entire or partial holding of its own B shares.
3. Sales shall take place in deviation from the shareholders’ preferential rights in accordance with chapter 13, §1 of the Swedish Companies Act.
4. For sales on the Stockholm Stock Exchange, the price shall be within the registered price range at any given time.
5. In the event of a targeted off-exchange sale, the issue price shall at least correspond to the market value of the shares, with any market sale discount, whereby the Board shall take the average stock exchange price at the time of sale as a basis. Shares sold may be paid for in cash or with other property (payment in kind).

The aim of these authorisations is to be able to acquire and sell the Company’s own shares in order to adapt the Company’s capital requirements on an ongoing basis, and thus to be able to contribute towards added shareholder value, as well as being able to finance any acquisitions by using the Company’s own shares to make payment.

In order for a resolution to be valid, it must receive the support of shareholders holding at least two thirds of both the issued votes and the shares represented at the meeting.


Torekov, March 7, 2008
NOLATO AB (PUBL)

The Board of Directors

Carl-Gustaf Sondén
Chairman of the Boars

Gun Boström
Henrik Jorlén
Erik Paulsson
Lars-Åke Rydh
Roger Johansson
Board members

Hans Porat
Managing Director

Magnus Bergqvist
Eva Norrman
Björn Jacobsson
Employee representatives

This is a translation from Swedish. In the event of any difference between this version and the Swedish original, the Swedish original shall govern.

© Nolato