Pre-Annual General Meeting Information • Mar 18, 2025
Pre-Annual General Meeting Information
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The Board of Directors has decided that shareholders shall be able to exercise their voting rights at the Annual General Meeting also by postal voting in accordance with the regulations in Bufab's Articles of Association.
Shareholders who intend to attend the meeting room in person or through a representative must:
For shareholders wishing to participate through an authorised representative, the Company will provide proxy templates on the Company´s website, www.bufabgroup.com. If the power of attorney has been issued by a legal entity, a certificate of incorporation or a corresponding document for the legal entity must be attached. Shareholders participating through an authorised representative should submit the proxy to the above address prior to the date of the Annual General Meeting.
Shareholders who intend to attend the meeting through postal vote must:
Anyone who wants to attend the meeting room in person or through an authorised representative must give notice according to the instructions stated under A.1 above. This means that a notice of participation only through postal vote is not enough for those who want to attend the meeting room.
A special form shall be used for postal voting. The form is available on the Company's website, www.bufabgroup.com. The postal voting form is considered as the notification of participation at the Annual General Meeting. The completed and signed voting form must be received by Euroclear Sweden AB no later than 16 April 2025. The completed and signed form shall be sent to Bufab AB, "Annual General Meeting 2025", c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden. The completed form may alternatively be submitted electronically and is then to be sent to [email protected]. Shareholders can also submit their postal votes electronically by verifying with BankID via Euroclear Sweden AB's website, https://anmalan.vpc.se/EuroclearProxy/.
The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (in its entirety) is invalid. Further instructions and conditions are included in the postal voting form.
If the shareholder postal votes by proxy, a power of attorney shall be enclosed with the form. Proxy form is available on the Company's website, www.bufabgroup.com. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document for the legal entity shall be enclosed with the form.
Shareholders whose shares are nominee registered through a bank or other nominee must, in addition to giving notice of participation, request that their shares be temporarily registered in their own name in the share register kept by Euroclear Sweden AB (so called voting right registration) in order to be entitled to participate at the Annual General Meeting. The shareholders' register for the Annual General Meeting as of the record date 14 April 2025 will take into account voting right registrations completed no later than 16 April 2025. Shareholders concerned must, in accordance with each nominee's routines, request that the nominee makes such voting right registration well in advance of that date.
Proposed agenda
In accordance with the principles for appointing the Nomination Committee, adopted by the Annual General Meeting 2024, the Chairman of the Board of Directors contacted the four largest shareholders of the Company as per 31 August 2024, who accepted to take part of the Nomination Committee's work and appointed members who, together with the Chairman of the Board of Directors, will constitute the Nomination Committee ahead of the Annual General Meeting 2025.
The Nomination Committee consists of Fredrik Liljedahl (Liljedahl Group), Per Trygg (Lannebo Fonder), Oscar Bergman (Swedbank Robur Fonder), Johan Sjöström (the Second Swedish National Pension Fund) and Bengt Liljedahl, co-opted (Chairman of the Board of Directors). Fredrik Liljedahl is the Chairman of the Nomination Committee. The Nomination Committee represent approximately 48.5 per cent of the votes and capital in the Company. The Nomination Committee presents the following proposals to the Annual General Meeting 2025:
The Chairman of the Board, Bengt Liljedahl, is proposed as Chairman of the Annual General Meeting.
The Nomination Committee proposes that the number of Board members should continue to comprise of a total of seven Board members to be elected by the meeting, and no deputies.
The Nomination Committee proposes that a registered public accounting firm will be appointed as external auditor and that no deputies should be appointed.
The Nomination Committee proposes the following remuneration:
The Nomination Committee´s proposal results in total fees to the Board of Directors of SEK 3,510,000 (2,930,000) including the fees to three members of the Audit Committee and three members of the Remuneration Committee. If the Board of Directors decide to change the number of members in the Audit Committee, the total fees to the Board of Directors will change.
The Nomination Committee proposes that the fees to the auditors is paid according to approved invoice.
The Nomination Committee proposes re-election of the Board members Bengt Liljedahl, Hans Björstrand, Per-Arne Blomquist, Anna Liljedahl, Eva Nilsagård and Bertil Persson and new election of Caroline Reuterskiöld as Board member.
Bengt Liljedahl is proposed as Chairman of the Board.
Information about the Board members proposed for re-election can be found on the Company's website, and information about the candidate proposed for new election can be found in the Nomination Committee's reasoned statement.
The Nomination Committee proposes, in accordance with the Audit Committee's recommendation, re-election of Öhrlings PricewaterhouseCoopers AB as the Company's auditor up until the end of the Annual General Meeting 2026. Öhrlings PricewaterhouseCoopers AB has informed that, provided that the Annual General Meeting resolves in accordance with the Nomination Committee's proposal, authorised public accountant Johan Rippe, will be the auditor in charge.
The voting list proposed for approval is the voting list drawn up by Euroclear Sweden AB on behalf of the Company, based on the Annual General Meeting's register of shareholders, shareholders having given notice of participation and being present in the meeting room, and postal votes received.
The Board of Directors proposes a dividend for the financial year 2024 of SEK 5.25 per share.
The Board of Director proposes 28 April 2025 as record date for the dividend. If the Annual General Meeting resolves in accordance with the Board of Directors' proposal, the estimated date for payment of the dividend from Euroclear Sweden AB to those who are recorded in the share register on the record date, is 2 May 2025.
For the purpose of achieving an appropriate number of shares and facilitating trade in the Company's listed shares on Nasdaq Stockholm, the Board of Directors proposes that the Annual General Meeting resolves as follows.
"The share capital shall be not less than SEK 500,000 and not more than SEK 2,000,000. The number of shares shall be not less than 180,000,000 and not more than 720,000,000."
• To authorise the CEO, or anyone appointed by the CEO, to make any adjustments in the resolution which are required for registration with the Swedish Companies Registration Office or Euroclear Sweden AB's processing.
After performed share split, the number of shares in the Company will increase from 38,110,533 to 190,552,665. The proposed share split means that the quota value of the share changes from approximately SEK 0.0144 to approximately SEK 0.0029.
The resolution by the meeting requires the support of shareholders representing at least two thirds of both the votes cast and the shares represented at the meeting.
The Board of Directors of Bufab AB (publ) proposes that the Annual General Meeting resolves on a longterm share-based incentive programme ("LTI 2025/2028" or the "Programme") for senior executives in the Bufab Group.
Since 2017, Bufab's Annual General Meeting has resolved on annual incentive programmes based on call options. Prior to the Annual General Meeting 2025, the Board of Directors has, through the Remuneration Committee and in consultation with external advisors, conducted a detailed evaluation of the previous incentive programmes and alternative programmes, as well as analysed and compared programmes of other listed companies. Based on this evaluation, the Board of Directors has resolved to propose to the Annual General Meeting 2025 the adoption of a new incentive programme, LTI 2025/2028, which is a performance-based share savings programme. As with the Company's previous incentive programmes, participation in LTI 2025/2028 will require a personal investment by the participant, which aims to align the interests of employees and shareholders and thereby ensure maximum long-term value creation. Based on the achievement of certain pre-determined performance conditions, participants in LTI 2025/2028 will, at the end of the programme period, free of charge, receive a number of performance shares, which is intended to motivate employees to increase the value of the Company through performance during the programme period. The Programme is also intended to facilitate the recruitment and retention of key employees and to create a long-term focus on the Company's performance and growth among the participants.
| Category Maximum number of Investment Shares (per participant)* |
Maximum number of Performance Shares per Investment Share |
Total maximum number of Performance Shares (per participant) |
|---|---|---|
| Category 1 16,000 |
7 | 112,000 |
| Category 2 4,750 |
5 | 23,750 |
| Category 3 2,000 |
4 | 8,000 |
* The maximum number of Investment Shares at the time of this proposal corresponds in value to approximately 17-25 per cent of the executive's fixed annual salary.
1 The maximum number of Investment Shares (per participant), the maximum number of Performance Shares per Investment Share and the total maximum number of Performance Shares (per participant) assumes that the Annual General Meeting resolves on a 5:1 share split in accordance with item 18 on the agenda. In the event that the Annual General Meeting does not resolve on a share split in accordance with the proposal, the following shall apply in relation to each category.
Category 1: 3,200, 7 and 22,400.
Category 2: 950, 5 and 4,750.
Category 3: 400, 4 and 1,600.
2 The maximum total number of shares assumes that the Annual General Meeting resolves on a share split of 5:1 shares in accordance with agenda item 18. In the event that the Annual General Meeting does not resolve on a share split in accordance with the proposal, the total number of shares shall amount to a maximum of 103,309 shares, of which a maximum of 74,850 Performance Shares and 28,459 shares to cover cash flow effects associated with social security contributions.
3 Total Shareholder Return, where the initial share value is calculated as the volume weighted average price during 10 trading days as from and including 19 May 2025 and the ending share value is calculated as the volume weighted average price during 10 trading days as from and including 15 May 2028, added with any dividends distributions during the period.
and the maximum level, linear allotment shall be made.
The Board of Directors shall be responsible for the detailed design and administration of the Programme within the framework of the above main terms and conditions. Participation in LTI 2025/2028 presupposes that such participation is legally possible in the various jurisdictions concerned and that the administrative costs and financial efforts are reasonable in the opinion of the Board of Directors. The Board of Directors shall be entitled to make such local and other adjustments to the Programme as it deems necessary or appropriate to establish and implement the Programme at reasonable administrative costs and with reasonable financial efforts or due to specific rules or market conditions, such as deviating from the investment requirement and/or offering cash settlement to participants.
The Board of Directors shall be entitled to make adjustments to the terms and conditions of LTI 2025/2028, if it so deems appropriate, should changes occur in the Company or its operating environment that would entail that the terms and conditions of LTI 2025/2028 are no longer appropriate or in line with the original purpose. Such adjustments shall only be made to fulfil the main objectives of LTI 2025/2028.
The Board of Directors shall be entitled to reduce the number of Performance Shares that are subject to allotment or, wholly or partially, terminate LTI 2025/2028 in advance if significant changes in the Bufab Group or in the market occurs which, in the opinion of the Board of Directors, would result in a situation where the conditions for allotment of Performance Shares become unreasonable. Such adjustments also include the right of the Board of Directors to resolve on a reduction of the allotment of Performance Shares if the allotment would be clearly unreasonable, taking into account Bufab's results and financial position, the group's development in general and the conditions on the stock market. In the event that allotment of Performance Shares has been made based on misstated information, or if actions have been taken by a participant which could result in material damage to the Bufab Group's reputation, the Board of Directors may resolve to reclaim whole or part of the Performance Shares allotted to such participant.
In the event of a public takeover bid, sale of the Company's business, liquidation, merger or similar events, the Board of Directors shall be entitled to resolve that the Performance Shares shall be (fully or partially) vested and be allotted in connection with the completion of such transaction. The Board of Directors shall make this decision based on the level of achievement of the Performance Conditions, the remainder of the Vesting Period and other factors deemed relevant by the Board of Directors.
The costs for LTI 2025/2028, which are reported in the income statement, are calculated in accordance with the accounting standard IFRS 2 and are accrued over the Vesting Period. Assuming (i) a share price for Bufab's shares of SEK 435 at the implementation of LTI 2025/2028 (corresponding to the closing price on 14 March 2025), (ii) an annual share price increase for Bufab's share of 15 per cent, (iii) 100 per cent achievement of the Performance Conditions and allotment of the maximum number of Performance Shares, (iv) that all 20 participants allocate the maximum number of Investment Shares to the Programme, and (v) average social security contributions of 25 per cent, the total costs for the Programme in accordance with IFRS 2 are estimated to amount to approximately SEK 44.8 million, of which approximately SEK 12.3 million relates to social security contributions, which would affect earnings per share by SEK -0.34 for 2024.
Assuming (i) an annual share price increase for Bufab's share of 10 per cent and (ii) 50 per cent achievement of the Performance Conditions and allotment of half of the maximum number of Performance Shares (all other things being equal), the total costs of the Programme in accordance with IFRS 2 are estimated to amount to approximately SEK 21.6 million, of which approximately SEK 5.4 million relates to social security contributions, which would affect earnings per share by SEK -0.17 for 2024.
The Board of Directors considers that the positive effects on earnings expected to arise from senior executives increasing their shareholding in Bufab through LTI 2025/2028 outweigh the costs attributable to LTI 2025/2028.
The Board of Directors proposes that the Annual General Meeting as a main alternative resolves that the company's obligations under LTI 2025/2028 are fulfilled through acquisition and transfer of own shares in accordance with item (B).I below. In the event that the required majority for item (B).I below cannot be met, the Board of Directors proposes that Bufab shall be able to enter into a so-called equity swap agreement with a third party, in accordance with item (B).II below. None of the hedging alternatives entail any increase in the number of existing shares in the Company and consequently no dilution effect in the number of issued shares will arise for existing shareholders.
LTI 2025/2028 comprises a maximum of 516,547 shares in Bufab, corresponding to approximately 0.19 per cent of the total number of outstanding shares in the Company. The effects on key figures and earnings per share are therefore marginal.
In order to ensure Bufab's delivery of Performance Shares to the participants in the Programme and any future incentive programmes, as well as to secure the payment of future social security contributions attributable to the delivery of Performance Shares, the Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to resolve on acquisition of own shares as follows.
4 The cost estimates are based on a share price for the Bufab share before the Annual General Meeting has resolved on a 5:1 share split in accordance with item 18 on the agenda and before such share split has been implemented. However, the implementation of the share split is not expected to have any material impact on the cost estimate.
In order to ensure delivery of Performance Shares to the participants in LTI 2025/2028, the Board of Directors proposes that the Annual General Meeting resolves that the Company, with deviation from the shareholders' preferential rights, transfers own shares as follows.
The reason for the deviation from the shareholders' preferential rights is that Bufab wishes to implement the proposed LTI 2025/2028. Therefore, and in light of the above, the Board of Directors considers it to be beneficial to Bufab and the shareholders that the participants in LTI 2025/2028 are offered to become shareholders in Bufab.
Shares that have been acquired by the Company, and which are not transferred to participants in the Programme, may be transferred to participants in previous incentive programmes or future incentive programmes resolved by the General Meeting of the Company. Also, such shares acquired by the Company under previous incentive programmes may be transferred to participants in the Programme, in previous incentive programmes or in future incentive programmes resolved by the General Meeting. Transfers shall be made in accordance with the rules applicable to the relevant incentive programme.
Since LTI 2025/2028 is initially not expected to give rise to a need for cash settlement or payment of social security contributions, the Board of Directors has resolved not to propose to the Annual General Meeting 2025 to resolve on transfers of own shares on a regulated market to secure such payments in terms of liquidity. However, before any transfers of Bufab shares take place to participants in LTI
5 The maximum number of shares that may be acquired assumes that the Annual General Meeting resolves on a share split 5:1 in accordance with item 18 on the agenda. In the event that the Annual General Meeting does not resolve on a share split in accordance with the proposal, the maximum number of own shares that may be acquired shall be 103,309 shares.
6 The maximum number of shares that may be acquired assumes that the Annual General Meeting resolves on a share split 5:1 in accordance with item 18 on the agenda. In the event that the Annual General Meeting does not resolve on a share split in accordance with the proposal, the number of shares that may be transferred to participants in LTI 2025/2028 shall amount to a maximum of 74,850 shares.
2025/2028 during spring 2028, the Board of Directors may propose to a later General Meeting to resolve that transfers may be made of own shares on a regulated market to secure such payments.
The Board of Directors proposes that the Annual General Meeting, in the event that the required majority for item (B).I above cannot be met, resolves to hedge the financial exposure that LTI 2025/2028 is expected to entail by enabling Bufab to enter into an equity swap agreement with a third party on terms in accordance with market practice, whereby the third party undertakes, in its own name and in exchange for a fee, to acquire and transfer shares in Bufab to the participants in accordance with the terms of the Programme.
The resolution of the Annual General Meeting under item (A) above requires a majority of more than half of the votes cast. For a valid resolution under item (B).I above, the resolution must be supported by shareholders holding at least nine-tenths of both the votes cast and the shares represented at the meeting. A valid resolution in accordance with the proposal under item (B).II above requires a majority of more than half of the votes cast.
The resolution of the Annual General Meeting on LTI 2025/2028 under item (A) above is conditional upon the Annual General Meeting either resolving in accordance with the Board of Director's proposal under item (B).I above or in accordance with the Board of Director's proposal under item (B).II above.
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors 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 according to the following terms.
The purpose of the authorisation is to enable the Company to transfer such shares that the Company has repurchased in order to ensure delivery of shares within the framework of one of the Company's longterm incentive programs, but which, partly as a result of the structure of the incentive programs, have not been used for delivery of shares to participants in such incentive programs.
The resolution by the meeting requires the support of shareholders representing at least two thirds of both the votes cast and the shares represented at the meeting.
At the time of the issue of this convening notice, the total number of shares in the Company amounts to 38,110,533 shares corresponding to 38,110,533 votes in total. Of these shares, 213,400 are held in treasury and may not be represented at the Annual General Meeting.
The Board of Directors and the CEO shall, upon request of a shareholder, and if the Board of Directors deems this can be done without causing material harm to the Company, inform about matters which might affect the assessment of an item on the agenda or about Bufab´s or its subsidiaries´ financial situation or about Bufab´s relation to another group entity in relation to the consolidated financial statements.
The Nomination Committee's reasoned statement, form of proxy and postal voting form are available at the Company and on the Company's website, www.bufabgroup.com.
The annual report and the audit report as well as the Board of Directors' complete proposals pursuant to items 9b (including the Board of Directors' reasoned statement pursuant to Chapter 18, Section 4 of the Swedish Companies Act), 17 (including statement from the auditor pursuant to Chapter 8, Section 54 of the Swedish Companies Act), and 18-20, as well as the Nomination Committee's proposals pursuant to items 2 and 11-16, will be available at the Company and at the Company´s website, www.bufabgroup.com, no later than on 3 April 2025.
The documents will be sent free of charge to shareholders who so request and state their address.
For information about the processing of your personal data, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
If you have questions regarding our processing of your personal data, you can contact us by emailing [email protected]. Bufab AB (publ) has company registration number 556685-6240 and the Board's registered office is in Värnamo.
Värnamo in March 2025 Bufab AB (publ)
THE BOARD OF DIRECTORS
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