Resolution proposals AGM 2010

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 2009 Annual General Meeting, representing the Company’s major shareholders and around 71% of the total number of votes in the Company, has proposed that the Chairman of the Board, Fredrik Arp, should be elected as chairman of the 2010 Annual General 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 2009 will be presented, including:
(a) an account of the work, function and membership of the Nomination Committee,
(b) 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 proposes a dividend to shareholders of SEK 3.00 per share. The Board proposes to the Annual General Meeting that Monday 3 May 2010 be set as the dividend record date. If the Annual General Meeting passes a resolution in accordance with the Board’s proposal, the dividend is expected to be issued by Euroclear Sweden AB on Thursday 6 May 2010.

Election of the Board of Directors, and fees payable to the Board of Directors and auditors (items 9-11 on the agenda):
The Nomination Committee has notified the Company that it will recommend that the Annual General Meeting resolves:
– that the Board of Directors should consist of seven ordinary members and no deputies.
– that, until the next Annual General Meeting, the Board of Directors should receive unchanged fees totalling SEK 1,030,000 (1,030,000) excluding travel allowances, to be distributed as follows among the non-employed members elected by the Annual General Meeting: SEK 250,000 (250,000) to the Chairman of the Board and SEK 130,000 (130,000) each to the other members. SEK 50,000 (50,000) to the Chairman of the Audit Committee and SEK 30,000 (30,000) to the ordinary member. SEK 50,000 (50,000) to the Chairman of the Remuneration Committee.
– 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 General Meeting for a period of four years.
– that the Board members Fredrik Arp, Gun Boström, Henrik Jorlén, Erik Paulsson, Hans Porat and Lars-Åke Rydh should be re-elected. Board member Roger Johanson has declined to stand for re-election at the 2010 Annual General Meeting.
– that Anna Malm Bernsten should be newly elected. Anna Malm Bernsten is 49 years old, and holds a master’s degree in engineering. She has 25 years of experience in sales and marketing within international companies, and more than 10 years of experience in the management of listed companies. She has worked primarily within pharmaceutical and medical technology companies, and also has several years of experience of board work for both unlisted and listed companies, including Artimplant, Fagerhult and Medivir.
– that Fredrik Arp should be nominated as Chairman of the Board for the period until the end of the next Annual General Meeting.


The Board’s proposed guidelines for the remuneration of senior executives (item 12 on the agenda):
The senior executives are the President and CEO and other members of the Group Management (four people in total). The Board of Directors proposes that the Annual General 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 2009, except for a proposed increase in the maximum variable remuneration for other senior executives, excluding the President and CEO, to 40% (previously 30%).
   The Board’s proposal mainly involves salaries and other terms of employment in line with the market being applied. Remuneration shall consist of a set base salary, variable remuneration, pension premiums and other payments. Variable remuneration shall be based primarily on fulfilling targets in terms of financial outcomes. Variable remuneration can be a maximum of 40% of the base salary. 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% 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 of Directors is entitled to deviate from the above guidelines if it deems that there are specific reasons for doing so in exceptional cases.

Nomination Committee proposals (item 13 on the agenda):
The Nomination Committee has notified the Company that it will recommend that the Annual General 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 2011 Annual General 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 2011 Annual General 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 2012 Annual General Meeting.