The shareholders of Nolato AB (publ) are invited to attend Nolato’s Annual General Meeting at 4:00 p.m. on Wednesday 27 April 2011 at Idrottsparken in Grevie.

 
Registration
Shareholders who wish to participate in the Annual General Meeting should be listed on the register of shareholders maintained by Euroclear Sweden AB on Tuesday 19 April 2011, and should register their intention to attend the Annual General Meeting with the company no later than 12:00 p.m. on Tuesday 19 April 2011.

Attendees may register in one of the following ways:
– using the response card enclosed with the Annual Report sent to those shareholders who have requested a copy
– by e-mailing nolatoab@nolato.se
– by fax to +46 431 442291
– by writing to Nolato AB, 269 04 Torekov, Sweden.

When registering, shareholders should state their name, address, telephone number, civic registration number or corporate identity number, number of shares and, where appropriate, the names of any assistants. These details will be used only for the purposes of registering attendance and drawing up a register of voters. For shareholders who will be represented by a representative, an original power of attorney should be sent when registering or, where the party holding power of attorney is a legal entity, proof of registration or other documentation demonstrating the authorisation of the company signatory. Shareholders wishing to bring one or two assistants should register their intention to do so before the cut-off date for shareholder registration.
  Shareholders who, through the trust department of a bank or some other manager, have registered their shares in the name of a nominee, must temporarily register the shares in their own name in order to have the right to participate in the Annual General Meeting following registration. In order for this registration to be entered in the register of shareholders no later than 19 April 2011, shareholders must request re-registration by the manager in plenty of time.

Proposed agenda
1.     Opening the meeting and electing a chairman for the meeting
2.     Drawing up and approving the register of voters
3.     Approving the agenda
4.     Electing one or two people to check the minutes
5.     Determining whether the meeting has been duly convened
6.     Presentation of the Annual Report, the auditors’ report, the consolidated accounts and the group auditors’ report
7.     Address by the President and CEO and any shareholder questions for the Board of Directors and the company management
8.     Resolutions on:
        a)    adopting the income statement and balance sheet and the consolidated income statement and balance sheet
        b)    disposal of profit in accordance with the adopted balance sheet
        c)    discharging the members of the Board and the President from liability
9.     Determining the number of Board members and deputy Board members
10.    Determining the fees payable to the Board of Directors and the auditors
11.    Electing the Board members and the deputy Board members
12.    Resolution on guidelines for remuneration and other terms of employment for senior executives
13.    Resolution on the Nomination Committee ahead of the next Annual General Meeting
14.    Any other business
15.    Conclusion of the meeting


RESOLUTION PROPOSALS

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 2010 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 2011 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 2010 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 an ordinary dividend of SEK 3.00 plus an extra dividend of SEK 3.00, totalling SEK 6.00 per share. The Board proposes to the Annual General Meeting that Monday 2 May 2011 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 5 May 2011.

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 has been held, the Board of Directors should receive fees totalling SEK 1,100,000, excluding travel allowances (SEK 1,030,000) to be distributed as follows among the non-employed members elected by the Annual General Meeting: SEK 270,000 (250,000) to the Chairman of the Board and SEK 140,000 (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 mandate period of four years.
 – that the Board members Fredrik Arp, Gun Boström, Henrik Jorlén, Anna Malm Bernsten, Erik Paulsson, Hans Porat and Lars-Åke Rydh should be re-elected.
 – 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 2010.
  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 could be paid based on Nolato’s share price performance. The maximum amount of any such remuneration was a sum corresponding to 50% of the base salary received during the period. The Board proposes that a new three-year agreement be signed with the President and CEO for the period 2011-2013, with essentially the same structure as the previous agreement. 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 2012 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 2012 Annual General 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)    proposals for auditors
(e)    proposed fees for members of the Board, along with distribution between the Chairman of the Board and other members of the Board,
(f)    proposed fees for the company’s auditors,
(g)    proposals for the Nomination Committee ahead of the 2013 Annual General Meeting.

Information at the meeting
During the Annual General Meeting, the Board of Directors and the President and CEO may – if shareholders so request, and if the Board is of the opinion that such information can be provided without causing significant harm to the company’s business activities – provide information about the company’s finances and about circumstances that could affect the assessment of matters dealt with at the meeting.
 
The company’s shares
The company has 2,759,400 A shares and 23,548,008 B shares, totalling 26,307,408 shares. An A share brings entitlement to 10 votes, while a B share brings entitlement to 1 vote. In total, the company has 51,142,008 votes.

Miscellaneous
The reporting documents, the auditors’ report, the auditors’ statement on the remuneration of senior executives, proxy forms and additional documentation to be drawn up at the meeting in accordance with item 6 will be available at the company’s headquarters at Nolatovägen, 269 04 Torekov, Sweden no later than 5 April 2011.
  These documents are also available from Nolato’s website, www.nolato.se, under “Corporate Governance”. They will also be sent to those shareholders who have requested copies.

Welcome!

Torekov, March 2011
Nolato AB (publ)
The Board of Directors