Proposal on the acquisition and sale of the Company´s own shares

The Board’s proposal for resolutions at the Annual Meeting of Nolato AB (publ) on 27 April 2009 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 NASDAQ OMX Nordic Exchange/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 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 regulations of 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 applicable price range at any given time.
5. In the event of a targeted off-exchange sale, the 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. In this case, shares sold may only be paid for with property other than cash (payment in kind), with or without conditions referred to in chapter 2, §5, clause 2, points 1-3 and 5 of the Swedish Companies Act.
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 Feb 27, 2009
NOLATO AB (PUBL)
The Board of Directors
Carl-Gustaf Sondén, Chairman
Gun Boström, Member
Henrik Jorlén, Board Member
Erik Paulsson, Board Member
Lars-Åke Rydh, Board Member
Roger Johanson, Board Member
Hans Porat, CEO, Board Member
Magnus Bergqvist, Employee representative
Eva Norrman, Employee representative
Björn Jacobsson, Employee representative

