Resolution proposals 2009

Proposal for electing a chairman for the meeting
(item 1 on the agenda)
The Nomination Committee, which was formed in accordance with the nomination procedure agreed on at the 2008 Annual Meeting, representing the Company’s major shareholders and around 72 percent of the total number of votes in the Company, has proposed that the Chairman of the Board, Carl-Gustaf Sondén, should be elected as chairman of the 2009 Annual Meeting.

Presentation of the Annual Report
(item 6 on the agenda)
In connection with the presentation of the Annual Report, the work of the Board of Directors during 2008 will be presented, including:
 (a) an account of the work, function and membership of the Nomination Committee,
 (a) an account of the work, function and membership of the Remuneration Committee, and
 (c) an account of work carried out by the Board of Directors in relation to audit matters.

Dividend
(item 8b on the agenda)
The Board of Directors proposes a dividend to shareholders of SEK 2.75 per share. The Board of Directors proposes to the Annual Meeting that Thursday, 30 April 2009 be set as the dividend record date. If the Annual Meeting passes a resolution in accordance with the Board’s proposal, the dividend is expected to be issued by Euroclear Sweden AB on Wednesday, 6 May 2009.

Election of the Board of Directors, and fees payable to the Board of Directors and auditors
(items 9-11 on the agenda)
Nolato’s current Chairman of the Board, Carl-Gustaf Sondén, has declined to stand for re-election at the 2009 Annual Meeting.
 The Nomination Committee has notified the Company that it will recommend that the Annual Meeting resolves:
 – that the Board of Directors should consist of seven ordinary members and no deputies.
 – that, until the next Annual Meeting, the Board of Directors should receive fees totalling SEK 900,000, excluding travel allowances (SEK 900,000) to be distributed as follows among the non-employed members elected by the Annual Meeting:
 SEK 250,000 (250,000) to the Chairman of the Board, and SEK 130,000 (130,000) each to the other members.
 – that the auditors’ fees should be as agreed, and that any additional work should be remunerated by agreement. The current auditors were elected at the 2008 Annual Meeting for a period of four years.
 – that the Board members Gun Boström, Roger Johanson, Henrik Jorlén, Erik Paulsson, Hans Porat and Lars-Åke Rydh should be re-elected.
 – that Fredrik Arp should be newly elected.
 – that Fredrik Arp should be nominated as Chairman of the Board for the period until the end of the next Annual Meeting. Fredrik Arp holds a Bachelor of Science in Economics and is an Honorary Doctor of Economics at Lund University. He is the Chairman of the Board of Hilding Anders AB and Senior Advisor – Nordic Region & Industrials for Candover. He has previously served as President and CEO of companies such as Volvo Car Corporation, Trelleborg AB and PLM AB.

The Board’s proposed guidelines for
the remuneration of senior executives
(item 12 on the agenda)
The Board of Directors proposes that the Annual Meeting should resolve to ratify the following guidelines for the remuneration of senior executives, which largely correspond with the guidelines applied by the Company during 2008. The senior executives are the President and CEO and other members of the Group Management (five people in total).
 The Board’s proposal mainly involves salaries and other terms of employment in line with the market being applied. Remuneration should consist of a set base salary, variable remuneration, pension premiums and other payments. Variable remuneration should be based on earnings and should be measured against set targets in relation to returns. For the President and CEO, variable remuneration can be a maximum of 40 percent of the base salary, or a maximum of 30 percent of the base salary for other senior executives. A three year agreement was signed in 2007 for the President and CEO, whereby additional remuneration may be paid based on Nolato’s share price performance. The maximum amount of any such remuneration is a sum corresponding to 50 percent of the base salary received during the period. Pension premiums for the President and CEO shall be 40 percent of pension-qualifying salary and shall follow a defined contribution plan, with a retirement age of 65. For other senior executives, a defined contribution pension plan and a retirement age of 65 shall apply. Total severance pay and redundancy pay may not exceed 24 months’ pay for senior executives.
 The Board of Directors is entitled to deviate from the above guidelines if it deems that there are specific reasons for doing so in exceptional cases.

The Board’s proposal on authorising the Board of Directors
to acquire and transfer shares in the Company
(item 13 on the agenda)
The Board of Directors proposes that the Annual Meeting should resolve to grant the Board authorisation, with a maximum duration of until the next Annual Meeting, to acquire and transfer its own shares. Such acquisitions of B shares may take place so that the Company’s maximum holding amounts to a number of shares which corresponds at any given time to ten (10) percent of the Company’s total issued shares.
 Acquisitions shall take place through making purchases on the NASDAQ OMX Nordic Exchange in Stockholm.
 Transfers may relate to the Company’s entire or partial holding of its own B shares.
 Transfers may take place both on the NASDAQ OMX Nordic Exchange in Stockholm and, in deviation from the shareholders’ preferential rights, to third parties in connection with acquisitions. Payment may be made for shares transferred either in cash or in kind, although only in kind in connection with acquisitions.
 The aim of this authorisation is to be able 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 in order to be able to transfer shares in connection with financing any acquisitions by using the Company’s own shares to make payment.
 In order for any resolution in accordance with the above 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.

Nomination Committee proposals
(item 14 on the agenda)
The Nomination Committee has notified the Company that it will recommend that the Annual Meeting resolves:
 1. That the Company should have a Nomination Committee consisting of one representative for each of the five largest shareholders in terms of number of votes as at the end of September. The names of the five shareholder representatives and the names of the shareholders whom they represent shall be made public as soon as they have been appointed, but no later than six months before the 2010 Annual Meeting. The Nomination Committee’s mandate period shall run until a new Nomination Committee has been elected. Unless the members of the Nomination Committee agree otherwise, the chairman of the Nomination Committee shall be the member who represents the largest shareholder in terms of number of votes.
 2. That the Nomination Committee shall draw up proposals on the following matters to be presented to the 2010 Annual Meeting for resolution:
(a) a proposal for the chairman of the meeting,
(b) proposals for members of the Board,
(c) a proposal for the Chairman of the Board,
(d) proposed fees for members of the Board, along with distribution between the Chairman of the Board and other members of the Board,
(e) proposed fees for the Company’s auditors,
(f) proposals for the Nomination Committee ahead of the 2011 Annual Meeting.

Proposed resolution on amending the Articles of Association
(item 15 on the agenda)
 (a) In order to enable Nolato to benefit from the more cost-effective rules for convening annual meetings – which are expected to have come into force before the 2010 Annual Meeting is convened – as soon as possible, the Board of Directors proposes that the first paragraph of § 10 of the Articles of Association be amended in accordance with the following:
 Notice of the Annual Meeting shall be given in the Swedish Official Gazette (Post- och Inrikes Tidningar) and on the Company’s website. The fact that notice has been given shall be advertised in Dagens Industri.
 The Board of Directors proposes that the decision of the Annual Meeting on amending the Articles of Association in accordance with the above should be conditional on a change in the manner of convening annual meetings detailed in the Swedish Companies Act having entered into force, meaning that the proposed wording for the first paragraph of § 10 above complies with the Swedish Companies Act.
 b) The Board of Directors also proposes that the first and second sentences of the first paragraph of § 10 of the Articles of Association (timings in relation to convening meetings) be removed, since they express what is already prescribed by law.
 In order for any resolution in accordance with the above 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.