Bufab Group: Bulletin from the Annual General Meeting of Bufab AB
Värnamo, April 26, 2018
At Bufab's Annual General Meeting (AGM), which was held today on 26 April 2018 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 2.25 per share, with 30 April 2018 as the record date. The estimated date for payment of the dividend is 4 May 2018. The Board of Directors and the CEO were discharged from liability for the financial year 2017.
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 1,825,000, of which SEK 430,000 to the Chairman of the Board, and SEK 215,000 to each of the other members not employed by the company. For committee work, it was resolved that a remuneration of SEK 35,000 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.
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 17 May 2021 to and including 15 November 2021. 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 27 April 2018 to and including 4 May 2018.
In order to encourage participation in the Program, the Board of Directors is authorised to resolve on a subsidy in the form of gross salary additions, maximum corresponding to the premium paid for each call option. In such cases, the subsidy will be paid in June 2021, subject to the participant at such point in time remaining in his/her employment or another corresponding employment within the Bufab group. 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:
Marcus Andersson, CFO, Tel: +46 370 69 69 66, firstname.lastname@example.org
Bufab AB (publ), Corporate Registration Number 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, etc.). Bufab's Global Parts ProductivityTM customer offering aims to improve productivity in the customers' value chain for C-Parts.
Bufab was founded in 1977 in Småland and is an international company with operations in 27 countries. The head office is located in Värnamo, Sweden, and Bufab has about 1,200 employees. Bufab's net sales for the past 12 months amounted to SEK 3.3 billion and the operating margin was 9.8 percent. The Bufab share is listed on Nasdaq Stockholm, under the ticker "BUFAB". Please visit www.bufab.com for more information.