Notice of the 2015 Annual General Meeting
The shareholders of Nolato AB (publ) are invited to attend Nolato’s Annual General Meeting at 4:00 p.m. on Wednesday 29 April 2015 at Grevieparken, Grevie. The AGM will be held in Swedish.
Shareholders who wish to participate in the Annual General Meeting must be listed on the register of shareholders maintained by Euroclear Sweden AB on Thursday 23 April 2015 and must register their intention to attend the AGM with the Company no later than 12:00 noon on Thursday 23 April 2015.
Attendees may register in one of the following ways:
– at www.nolato.com
– using the response card enclosed with the Annual Report sent to those shareholders who requested a copy
– by faxing +46 431 442291
– by writing to Nolato AB, 269 04 Torekov, Sweden.
When registering, shareholders should provide their
– phone number
– personal id or corporate id number
– number of shares
– name of any assistants
– name of any representatives
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 proxy should be sent when registering and, where the party holding the proxy 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 trustee, have registered their shares in the name of a nominee, must temporarily register the shares in their own name in order to be entitled 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 Thursday 23 April 2015, shareholders must request re-registration by the trustee 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 was duly convened
6. Presentation of the Annual Report, auditors’ report, consolidated accounts, auditors’ report of consolidated accounts and statement on remuneration of senior executives, and the Board’s proposed distribution of profits
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) appropriation of profits 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 of Directors and the auditors
11. Electing the Board members, deputy Board members, Chairman of the Board, auditors and deputy auditors
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
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 2014 Annual General Meeting, representing the Company’s major shareholders and around 62% of the total number of votes in the Company, has proposed that the Chairman of the Board, Fredrik Arp, be elected chairman of the 2015 Annual General Meeting.
Presentation of the Annual Report
(item 6 on the agenda)
In connection with the presentation of the annual report, the Board’s work in 2014 will be presented and also include an account of the Board’s work with auditing matters.
(item 8b on the agenda)
The Board proposes a dividend of SEK 8.50 per share, which represents 61 percent of profit after tax. This is in line with Nolato's dividend policy, to propose a dividend annually that exceeds 50 percent of the net profit with regard to Nolato's long-term prospects, financial position and investment needs. The Board of Directors proposes to the Annual General Meeting that Monday 4 May 2015 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 7 May 2015.
Election of the Board and auditors, and fees payable to the Board and auditors
(items 9-11 on the agenda)
In connection with these items, a presentation of the Nomination Committee’s work, function and members will be presented.
The Nomination Committee has notified the Company that it will recommend that the Annual General Meeting resolves:
– that the Board of Directors shall consist of seven ordinary members and no deputies.
– that there shall be one auditor and no deputy auditor.
– that, until the next Annual General Meeting, the Board of Directors shall receive fees totalling SEK 1,505,000, excluding travel allowance (SEK 1,420,000) to be distributed as follows among the non-employed members elected by the Annual General Meeting: SEK 420,000 (400,000) to the Chairman of the Board and SEK 185,000 (175,000) each to the other members. SEK 60,000 (55,000) to the Chairman of the Audit Committee and SEK 40,000 (35,000) to the ordinary member. SEK 60,000 (55,000) to the Chairman of the Remuneration Committee. It shall be possible to invoice the fees, including any social security contributions, provided that it is cost-neutral for the Company and in accordance with prevailing tax regulations.
– that the auditor’s fee shall be payable as agreed, and that any additional work be remunerated by agreement.
– that the Board members Fredrik Arp, Dag Andersson, Sven Boström-Svensson, Åsa Hedin, Henrik Jorlén, Hans Porat and Lars-Åke Rydh be re-elected and that Fredrik Arp be re-elected as Chairman of the Board.
– that the registered audit company Ernst & Young AB be appointed auditor, until the end of the Annual General Meeting in 2016, with Authorised Public Accountant Stefan Engdahl as Auditor-in-Charge.
The Board’s proposed guidelines for the remuneration of senior executives
(item 12 on the agenda)
In connection with the presentation of the Board’s proposals, the Board’s work in 2014 with remuneration for senior executives will be reported. An account of the work, function and members of the Remuneration Committee will be provided.
The senior executives are the President and CEO and other members of the Group Management (five 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 to the guidelines applied by the Company in 2014, except that the President's share based remuneration has been replaced by an additional pension obligation.
The Board’s proposal mainly involves applying salaries and other terms of employment in line with market norms. Remuneration shall consist of a set base salary, variable remuneration, pension premiums and other remuneration. Variable remuneration shall be based primarily on fulfilling targets in terms of financial outcomes. Variable remuneration may amount to a maximum of 40% of base salary, and a maximum of 50% for the President and CEO. For the President and CEO a three-year agreement was signed in 2011, whereby additional remuneration may be paid based on Nolato’s share price performance during the period 01/04/2011–31/03/2014. This agreement with compensation based on the share price is not renewed and has been terminated. Instead a pension obligation has been agreed during the period 01/04/2014 – 31/03/2017. According to this obligation, the Company shall pay additional pension premiums of SEK 500,000 per quarter. The other pension premiums for the President and CEO shall be 40% of pensionable 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 redundancy pay and severance pay may not exceed a total of 24 months’ pay for senior executives.
The Board of Directors is entitled to diverge from the above guidelines if it deems that there are specific grounds for doing so in exceptional cases.
Nomination Committee (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 shall 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 2016 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 2016 Annual General Meeting for resolution:
(a) a proposal for the chairman of the Annual General Meeting,
(b) proposals for members of the Board,
(c) a proposal for the Chairman of the Board,
(d) proposals for auditors,
(e) proposed fees for members of the Board, as allocated between the Chairman of the Board and other members of the Board,
(f) proposal for fees for the Company’s auditors,
(g) proposals for the Nomination Committee ahead of the 2017 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 entitles the holder to 10 votes, while a B share entitles the holder to 1 vote. In total, the Company has 51,142,008 votes.
The reporting documents, the auditors’ report, the auditors’ statement on the remuneration of senior executives, proposed appropriation of profits, proxy forms and additional documentation to be submitted at the meeting in accordance with items 6 and 8 will be available at the Company’s headquarters at Nolatovägen, 269 04 Torekov, Sweden no later than 8 April 2015. These documents are also available from Nolato’s website, www.nolato.com, under Corporate Governance. They will also be sent to those shareholders who have requested copies.
Torekov, March 2015
Nolato AB (publ)
The Board of Directors
Nolato is a Swedish group operating in Europe, Asia and North America. We develop and manufacture products made from polymer materials such as plastic, silicone and TPE for leading customers in medical technology, pharmaceuticals, telecoms, automotive, hygiene and other selected industrial sectors. Nolato shares are listed on Nasdaq Stockholm, where Nolato is a Mid Cap company in the Industrials sector.
The information is such which Nolato AB is obliged to disclose under the Swedish Securities Market Act and/or the Swedish Financial Instruments Trading Act. This information was made public on 24 March 2015 at 20.15 pm.