Annual Meeting of Nolato AB (publ)
Shareholders are welcome to attend Nolato’s Annual Meeting at 6:00 p.m. on Monday, April 28, 2008 at Idrottsparken in Grevie, Sweden.
Shareholders who wish to participate in the Annual Meeting should be listed on the register of shareholders maintained by VPC AB on Tuesday April 22, 2008, and should register their intention to attend the Annual Meeting with the Company no later than 4:00 p.m. on Tuesday, April 22, 2008.
Attendees may register in the following ways:
– using the postage paid response card enclosed with the Annual Report sent to those shareholders who have requested a copy
– by e-mailing email@example.com
– by faxing +46 431 442291
– by writing to Nolato AB, 260 93 Torekov, Sweden
When registering, shareholders should state their name, address, telephone number, civic registration number or corporate identity number, number of shares and the names of any assistants. These details will be used only for the purposes of registration 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 this 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 Meeting following registration. In order for this registration to be entered in the register of shareholders no later than April 22, 2008, shareholders must request re-registration by the manager in plenty of time.
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 any shareholder questions for the Board and management of the Company
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, deputy Board members, auditors and deputy auditors
10. Determining the fees payable to the Board and the auditors
11. Electing the Board members, deputy Board members, auditors and deputy auditors
12. Resolution on guidelines for remuneration and other terms of employment for senior executives
13. Resolution on authorising the Board to acquire and transfer shares in the Company
14. Resolution on the nomination committee ahead of the next Annual Meeting
15. Any other business
16. Conclusion of the meeting
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 2007 Annual Meeting, representing the Company’s major shareholders and around 69 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 2008 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 during 2007 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 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 Meeting that Friday May 2, 2008 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 VPC AB on Wednesday May 7, 2008.
Election of the Board and auditors, and fees payable to the Board and auditors (items 9-11 on the agenda):
The nomination committee has notified the Company that it will recommend that the Annual Meeting resolves:
– that the Board shall consist of seven ordinary members and no deputies.
– that, until the next Annual Meeting, the Board shall receive fees totalling SEK 900,000, excluding travel allowances (SEK 820,000 for the previous year, which remained unchanged compared with the year before that) to be distributed as follows among the non-employed members elected by the Annual Meeting: Chairman SEK 250,000 (SEK 220,000 for the previous year) and other members SEK 130,000 each (SEK 120,000 for the previous year).
– that there should be one ordinary auditor and one deputy auditor.
– 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 2004 Annual Meeting for a period of four years.
– that the Board members Carl-Gustaf Sondén, Gun Boström, Roger Johanson, Henrik Jorlén, Erik Paulsson and Lars-Åke Rydh should be re-elected.
– that Hans Porat, President and CEO of Nolato AB, should be newly elected.
– that Alf Svensson should be newly elected as ordinary auditor and Camilla Alm Andersson as deputy auditor, both of whom work for KPMG Bohlins AB, for the period until the 2012 Annual Meeting.
– that Carl-Gustaf Sondén should be nominated as Chairman of the Board for the period until the end of the next Annual Meeting.
The Board’s proposed guidelines for the remuneration of senior executives (item 12 on the agenda):
The Board 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 2007. The senior executives are the President 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, 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, 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 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 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 is entitled to deviate from the above guidelines if the Board deems that there are specific reasons for doing so in exceptional cases.
The Board’s proposal for authorising the Board to acquire and transfer shares in the Company (item 13 on the agenda)
The Board 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 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 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.
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 2009 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 2009 Annual Meeting for resolution:
(a) proposal for the chairman of the meeting,
(b) proposals for members of 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 2010 Annual Meeting.
The reporting documents, the auditors’ report, additional documentation to be drawn up at the meeting in accordance with item 8, the Board’s full proposals in accordance with point 13 and the Board’s justifications for these proposals will be available at the Company’s headquarters at Nolatovägen, 260 93 Torekov, Sweden by Friday April 11, 2008. The documents will be sent to those shareholders requesting these.
The documents are also available from Nolato’s website, www.nolato.se, under Investor Relations.
Torekov, March 2008
Nolato AB (publ)
The Board of Directors