Minutes from Annual Meeting 2009

Minutes taken at the Annual Shareholders’ Meeting
of Nolato AB (publ) on 27 April 2009 in Grevie.


§ 1.

The meeting was opened by the Chairman of the Board, Carl-Gustaf Sondén, who was elected as Chairman to lead the day’s proceedings. Per-Ola Holmström was appointed to take the minutes.

§ 2.

The register of voters was drawn up and approved as per Appendix 1. It was also resolved that those persons present at the meeting who were not entitled to vote at the meeting in accordance with the Swedish Companies Act, such as Nolato employees, any shareholders who registered late, media representatives and guests, should be entitled to be present at the meeting.

§ 3.

It was resolved that the agenda should be approved in accordance with the notice of the meeting, Appendix 2.

§ 4.

Sven Santesson and Krister Eurén were appointed to confirm the day’s minutes.

§ 5.

It was noted that the notice of the meeting had been published on 20 March 2009 in the Official Swedish Gazette and Dagens Industri, and had been published on the Company’s website. The meeting was declared to have been duly convened.

§ 6.

The Annual Report, the auditors’ report, the consolidated accounts and the group auditors’ report for the 2008 financial year, Appendix 3, were presented. The meeting was of the opinion that the Annual Report, the auditors’ report, the consolidated accounts and the group auditors’ report for the 2008 financial year had been duly presented.

Auditor Alf Svensson from KPMG delivered the auditors’ report and the group auditors’ report, and made a statement on the remuneration of senior executives. The meeting was of the opinion that the auditors’ report, the group auditors’ report and the statement on the remuneration of senior executives had been duly presented.

The Chairman of the Nomination Committee, Henrik Jorlén, gave an account of the work and function of the committee. This account was approved by the meeting.

The Chairman of the Board, Carl-Gustaf Sondén, gave an account of the work carried out by the Board in relation to audit matters. The meeting approved the account of the work carried out by the Board in relation to audit matters.

§ 7.

The President and CEO, Hans Porat, gave an account of the past financial year, after which the shareholders were given the opportunity to ask questions.

§ 8.

The meeting resolved to ratify the income statement for the 2008 financial year and the balance sheet as at 31 December 2008, as well as the consolidated income statement for the 2008 financial year and the consolidated balance sheet as at 31 December 2008.

The Chairman gave an account of the Board’s proposed distribution of earnings and the Board’s justification for the distribution of earnings.

It was also resolved, in accordance with the auditor’s recommendation, that of the SEK 352,940,090 at the disposal of the meeting, SEK 2.75 per share or SEK 72,345,372 should be paid as a dividend to the shareholders and SEK 280,594,718 should be carried forward. The meeting resolved that the dividend record date should be 30 April 2009.

Finally, it was resolved, in accordance with the auditor’s recommendation, to discharge the members of the Board and the President and CEO from liability for the 2008 financial year.

It was noted that, in terms of the resolution on discharging from liability, those members of the Board and the President and CEO who were included in the register of voters as shareholders had not voted on the resolution.

§ 9.

The meeting resolved that, for the period until the end of the next Annual Meeting, the Board should consist of seven members without deputies.

§ 10.

It was resolved that, for the period from the Annual Meeting until the end of the next Annual Meeting, the Board should receive fees totalling SEK 1,030,000, excluding travel allowances, of which SEK 250,000 should be paid to the Chairman of the Board and SEK 130,000 to the other non-employed members elected by the Annual Meeting. An additional SEK 80,000 should be paid to the members of the Audit Committee, of which SEK 50,000 should be paid to the Chairman of the Remuneration Committee and SEK 30,000 to the ordinary member. A fee of SEK 50,000 should be paid to the Chairman of the Remuneration Committee.

It was also resolved that fees should be paid as agreed to the auditors, who were elected for a period of four years at the 2008 Annual Meeting, and that any additional work should be remunerated by agreement.

§ 11.

It was resolved, for the period until the end of the next Annual Meeting, to re-elect the current ordinary members of the Board, Henrik Jorlén, Gun Boström, Erik Paulsson, Lars-Åke Rydh, Roger Johanson and Hans Porat, and to newly elect Fredrik Arp as a new member of the Board. Fredrik Arp was elected Chairman of the Board.

It was reported that, in addition to the members of the Board elected by the Annual Meeting, the Board included the union employee representatives Magnus Bergqvist, Björn Jacobsson and Ewa Norrman as ordinary members, and Håkan Svensson, Ingegerd Andersson and Bo Eliasson as deputies.

§ 12.

The Chairman of the Remuneration Committee, Carl-Gustaf Sondén, gave an account of the work of the committee and the benefits paid to the President and CEO and other senior executives. The meeting approved the account of the work carried out by the Remuneration Committee and the account of the benefits paid to the President and CEO and other senior executives.

It was resolved that the guidelines for the remuneration of senior executives proposed by the Board should be ratified. These guidelines mainly involve 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% of the base salary, or a maximum of 30% 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 starting price is SEK 48 per share, which will be compared to the average price during the first quarter of 2011. The maximum amount of any such remuneration is a sum corresponding to 50% of the base salary received during the period. Pension premiums for the President and CEO shall be 40% 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 shall be entitled to deviate from the above guidelines if the Board deems that there are specific reasons for doing so in exceptional cases.

§ 13.

The meeting resolved, with a specific voting majority of at least two thirds of both the issued votes and the shares represented at the meeting, to authorise the Board to acquire and sell the Company’s own shares in accordance with the Board’s limited proposal, Appendix 4.

Reservations:
Since for precautionary reasons and for reasons of liquidity the Board wishes to conserve liquidity by reducing the dividend, and since resources are required in order to maintain the growth strategy within Medical, where acquisitions form part of this strategy, the Swedish Shareholders’ Association has reservations against the resolution on authorising the Board to acquire the Company’s own B shares via the stock exchange. With the company’s current financial resources including granted credit frameworks, we are of the opinion that purchases can and should instead be financed through cash settlement. If the company’s financial resources need to be strengthened in connection with such an acquisition, a new issue could instead be directed at the company’s existing owners, whose shareholdings would not then have to be diluted.

§ 14.

It was resolved 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.

The Nomination Committee shall draw up proposals on the following matters to be presented to the 2010 Annual Meeting for resolution:

a) proposal for the Chairman of the meeting,
b) proposals for the Board,
c) 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.


§ 15.

The meeting resolved, with a specific voting majority of at least two thirds of both the issued votes and the shares represented at the meeting, to amend § 10 of the Articles of Association, Appendix 5, in accordance with the Board’s proposal. The decision of the meeting was conditional on an amendment to the Swedish Companies Act having entered into force, meaning that the wording in accordance with the proposal complies with the Swedish Companies Act.

§ 16.

The President and CEO was commissioned with making any such minor adjustments to the above resolutions as may prove necessary in connection with registration with the Swedish Companies Registration Office, and otherwise to make such decisions and take such action as is necessary for implementing these resolutions.


The Chairman then closed the 2009 Annual Meeting.

The Chairman of the Board, Carl-Gustaf Sondén, who has declined to stand for re-election, was thanked for the years he spent as Chairman of the Board of Nolato and for his excellent work on behalf of the company during these years.



Minutes taken by:
Per-Ola Holmström

Confirmed by:
Carl-Gustaf Sondén
Sven Santesson
Krister Eurén