Bufab Group: Bulletin from the Annual General Meeting of Bufab AB
Bufab AB (publ)
PRESS RELEASE, Värnamo May 4, 2017
At Bufab's Annual General Meeting (AGM), which was held today on 4 May 2017 in Värnamo, the following principal resolutions were passed.
Adoption of the income statements and balance sheets, and resolutions on dividend and discharge of liability
The income statements and balance sheets for the company and the group were adopted, together with the Board of Directors` proposal for appropriation of the company's profit. The dividend was determined to SEK 2.00 per share, with 8 May 2017 as the record date. The estimated date for payment of the dividend is 11 May 2017. The Board of Directors and the CEO were discharged from liability for the financial year 2016.
Board of Directors, remuneration to the Board members, and auditor
In accordance with the Nomination Committee's proposal, the AGM resolved that the Board of Directors shall consist of seven members elected by the meeting and no deputies. The AGM further resolved, in accordance with the Nomination Committee's proposal, that the fees to the Board members shall amount to a total of SEK 1,715,000, of which SEK 410,000 to the Chairman of the Board, and SEK 205,000 to each of the other members not employed by the company. For committee work, it was resolved that a remuneration of SEK 25,000 shall be paid to each of the members of the Audit Committee and that no remuneration shall be paid for work in the Remuneration Committee.
In accordance with the Nomination Commitee's proposal, the AGM resolved on re-election of Hans Björstrand, Johanna Hagelberg, Sven-Olof Kulldorff, Bengt Liljedahl, Eva Nilsagård, Adam Samuelsson and Gunnar Tindberg, all for the period until close of the next Annual General Meeting. Sven-Olof Kulldorff was re-elected as Chairman of the Board.
The AGM resolved, for the period up to and including the next Annual General Meeting, on re-election of Öhrlings PriceWaterhouseCoopers AB as the company's auditor, with authorised public accountant Fredrik Göransson as auditor in charge.
Revised principles for appointment of the Nomination Committee
In accordance with the Nomination Committee's proposal, the AGM resolved on revised principles for the appointment of the Nomination Committee and for its assignment, which in al material aspects corresponds to the previously applicable principles.
Guidelines for remuneration to senior executives
The AGM approved the guidelines for remuneration to senior executives proposed by the Board of Directors.
Long-term share based incentive program
In accordance with the Board of Directors' proposal, the AGM resolved to adopt a long-term share based incentive program based on call options, comprising the CEO, senior executives and other key employees within the group. The program comprises a maximum of 350,000 call options, corresponding to approximately 0,9 per cent the total number of shares and votes in the company. The purchase price for the call options shall correspond to the market value of the options at the time of transfer. Each call option entitles the holder to acquire one share in Bufab during the period from and including 15 May 2020 to and including 15 November 2020. The purchase price per share shall correspond to 115 per cent of the volume-weighted average price paid for the company's share on Nasdaq Stockholm during the period from and including 8 May 2017 to and including 12 May 2017.
In order to encourage participation in the program, the Board of Directors may resolve on a subsidy in the form of gross salary additions, which as a maximum may correspond to the price paid for each call option. In order to hedge Bufab's delivery of shares, the AGM also resolved to authorise the Board of Directors to repurchase a maximum of 350,000 shares in the company, and approved of transfers of a maximum of 350,000 of the company's repurchased shares to the participants of the program.
For more information, please contact:
Thomas Ekström, +46 370 69 94 01, firstname.lastname@example.org.
Bufab (reg no 556685-6240) is a trading company that offers its customers a full-service solution as Supply Chain Partner for sourcing, quality control and logistics for C-Parts (screws, nuts, washers, etc.). Bufab's customer offering, Global Parts ProductivityTM, aims to enhance the productivity of the customer's C-Parts value chain.
Bufab was founded 1977 in Småland, Sweden and is today an international company with operations in 24 countries. The company with headquarter in Värnamo, has 1 000 employees. Bufab's net sales for the past 12 months amounted to 2.9 billion SEK and the operating margin was 10 percent. The Bufab share is listed on Nasdaq Stockholm, under the ticker "BUFAB". Please visit www.bufab.com for further information.