Bufab Group: Bulletin from the Annual General Meeting of Bufab AB
PRESS RELEASE, Värnamo 20 April 2021
At Bufab’s Annual General Meeting (AGM), which was held today on 20 April 2021, the following principal resolutions were passed.
Adoption of the income statements and balance sheets, and resolutions on appropriation of the company's profit and discharge from 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 2.75 per share, with 22 April 2021 as the record date. The estimated date for payment of the dividend is 27 April 2021. The Board of Directors and the CEO were discharged from liability for the financial year 2020.
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 continue to 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 2,430,000 of which SEK 600,000 to the Chairman of the Board, and SEK 275,000 to each of the other members not employed by the company. For committee work, it was resolved that a remuneration of SEK 60,000 shall be paid to each of the members of the Audit Committee and that, unchanged, no remuneration shall be paid for work in the Remuneration Committee.
In accordance with the Nomination Committee’s proposal, the AGM resolved on re-election of the Board members Bengt Liljedahl, Hans Björstrand, Johanna Hagelberg, Eva Nilsagård, Anna Liljedahl, Per-Arne Blomquist and Bertil Persson, all for the period until the close of the next Annual General Meeting. Bengt Liljedahl 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.
Principles for appointment of the Nomination Committee
In accordance with the Nomination Committee’s proposal, the AGM resolved on principles for the appointment of the Nomination Committee and for its assignment, which correspond to the previously applicable principles.
The AGM approved the Board of Directors’ report regarding compensation pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.
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 2024 to and including 15 November 2024. The purchase price per share shall correspond to 115 per cent of the volume-weighted closing prices paid for the company’s share on Nasdaq Stockholm during the five trading days before the Board of Directors’ resolution on allotment of call options.
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 is subject to the participant remaining in its employment in June 2024 and still holds call options. The subsidy may as a maximum 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 Company´s incentive programs.
Authorisation to transfer shares in the company
In accordance with the Board of Directors’ proposal, the AGM resolved to authorise the Board to, on one or more occasions during the period up until the next Annual General Meeting, resolve upon transfer of the company’s own shares.
Amendments of the Articles of Association
The AGM resolved, in accordance with the Board’s proposal, to amend the Articles of Association with the purpose of adapting it to implemented legislative amendments and to enable the Board of Directors to decide on collection of powers of attorney and postal voting at future general meetings.
For more information, please contact:
Marcus Söderberg, CFO, Bufab Group, telephone: +46 370 69 69 66
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 28 countries. The head office is located in Värnamo, Sweden, and Bufab has about 1,300 employees. Bufab’s net sales for 2020 amounted to SEK 4.9 billion and the operating margin was 11.0 percent. The Bufab share is listed on Nasdaq Stockholm, under the ticker “BUFAB”. Please visit www.bufab.com for more information.