Pre-Annual General Meeting Information • Mar 31, 2015
Pre-Annual General Meeting Information
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This is a translation of the Swedish original. In case of any discrepancies between this translation and the Swedish original, the latter shall prevail.
The shareholders in Bufab Holding AB (publ) are hereby invited to attend the Annual General Meeting, which will be held on Tuesday May 5, 2015, at 2 p.m., at Gamla Gummifabriken, Jönköpingsvägen 15/Magasingatan, Värnamo
Shareholders who intend to attend at the Annual General Meeting must:
The notification should include the shareholder´s name, personal or company registration number, address and telephone number. The data received will be computerized and used solely for the purpose of the Annual General Meeting 2015. For shareholders wishing to participate through an authorized representative, the Company will provide proxy templates on the Company´s website, www.bufab.com. Shareholders participating through an authorized representative should submit the proxy to the above address prior to the date of the Annual General Meeting.
Shareholders whose shares are registered in the names of bank or other nominees must temporarily register the shares in their own name in order to be entitled to attend the Annual General Meeting. To ensure that such registration is made on April 28, 2015 shareholders must inform the nominee well in advance of that date.
Proposed agenda
The Annual General Meeting 2014 resolved that the principles for appointing Nomination Committee shall be valid until further notice. According to these principles the Chairman of the Board of Directors contacted the largest shareholders and requested the four largest who accepted to take part of the Nomination Committee appoint members who, together with the Chairman of the Board of Directors, will constitute the Nomination Committee ahead of the 2015 Annual General Meeting.
The Nomination Committee consists of Sven-Olof Kulldorff (Chairman of the Board of Directors), Johan Ståhl (appointed by Lannebo Fonder), Hans Hedström (Carnegie Fonder), Magnus von Knorring (Fondita) and Johan Wallin (Didner & Gerge Fonder). Johan Ståhl is the Chairman of the Nomination Committee. The Nomination Committee, the members of which represent approximately 23 percent of the votes and capital in the Company, has entered the following proposals.
The Chairman of the Board, Sven-Olof Kulldorff, is proposed as Chairman of the Annual General Meeting.
The Nomination Committee´s proposal is that the number of Board Members should be increased with one (1) to comprise a total of eight (8) Board Members to be elected by the Meeting, and no deputies.
The Nomination Committee´s proposal is that a registered public accounting firm will be appointed as external Auditor and that no deputies should be appointed.
The Nomination Committee´s proposal is
The Nomination Committee´s proposal results in total fees to the Board of Directors of SEK 1,675, 000 including the fees to three members of the Audit 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.
Audit fees will be paid according to approved invoice.
The Nomination Committee´s proposal is re-election of the Directors Sven-Olof Kulldorff, Hans Björstrand, Jörgen Rosengren, Adam Samuelsson, Johan Sjö and Gunnar Tindberg. Ulf Rosberg has declined re-election.
As new members of the board is the proposal to elect Johanna Hagelberg and Eva Nilsagård.
Johanna Hagelberg is born 1972 and holds an MSc Industrial Engineering & Management, Linköping University and Cranfield University. Currently, Johanna Hagelberg is EVP Sourcing at Stora Enso Oyj and has previously been Chief Procurement Officer at Vattenfall, RSA Scandinavia and NCC AB and has held senior positions within procurement in the automotive industry.
Eva Nilsagård is born 1964 and holds a Master of Business Administration from University of
Gothenburg. Currently, Eva Nilsagård is SVP Strategy & Business Development at Volvo Group Trucks Sales & Marketing EMEA and has previously held different positions within Volvo, Vitrolife, AstraZeneca Group and SKF primarily within finance and business development.
The proposal is that Sven-Olof Kulldorff is appointed Chairman of the Board
The proposed Board Members are presented in more detail on the Company´s website.
The Nomination committee proposes that the Company shall appoint a registered public accounting firm as external Auditor and that Öhrlings PricewaterhouseCoopers AB is appointed up until the end of the AGM 2016. Öhrlings PricewaterhouseCoopers AB has informed that, provided that the AGM adopts the Shareholders propose, the registered auditors- in-charge will be authorized public accountant Bror Frid.
Disposition of the Company's profit or loss pursuant to the adopted Balance Sheet (item 9 b) The Board of Directors proposes a dividend of SEK 1.50 per share, corresponding to app. MSEK 57, to be paid to the shareholders and that the remaining unappropriated earnings, app. MSEK 393, should be carried forward.
The Board of Director proposes 7 May 2015 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 Euro clear Sweden AB is 12 May 2015.
The Board proposes guidelines for remuneration to senior executives with the following content:
Guidelines for the remuneration of the CEO and other senior executives. Bufab strives to offer an overall compensation package capable of attracting and retaining qualified employees. The overall compensation package can comprise the components listed below.
The Company aims to offer a competitive fixed salary that reflects the responsibilities required by the position. The fixed salary is to be reviewed on an annual basis. The variable salary may not generally exceed 50 percent of fixed salary. The variable salary component is based on predetermined targets linked to Bufab's financial performance and is to be reviewed on an annual basis.
The Board is to conduct an annual evaluation regarding whether or not to propose a long-term sharebased incentive programme for senior executives and possible other employees at the Annual General Meeting.
Senior executives may be offered tailored pension solutions. Pensions shall, to the extent possible, be defined-contribution plans.
Other benefits may be offered, but shall not comprise a significant share of the overall compensation package.
The maximum period of notice between the company and the president is 18 months. Other senior executives are subject to a shorter period of notice.
In individual cases and under mitigating circumstances, the board has the right to deviate from the above remuneration guidelines. In the event of such a deviation, information pertaining thereto and the reason for the deviation must be presented at the next possible Annual General Meeting.
The Board of Directors proposes that the company name is changed to Bufab AB (publ) by amending paragraph § 1, of the Articles of Association. The amended wording of § 1 will be:
The company's name is Bufab AB (publ).
For a valid resolution in accordance with the proposal above, a shareholder majority of two thirds of the votes and two thirds of the shares represented at the Annual General Meeting is required.
At the time of the issue of this notice, the total number of shares in the Company amounts to 38,110,533 shares corresponding to 38,110,533 votes in total. The Company holds no shares at the same point in time.
The Board of Directors and the CEO shall, upon request of a shareholder, and the Board deems this can be done without causing major harm to the Company, inform about matters which might affect the assessment of an item on the agenda or about Bufab Holding AB´s or its subsidiaries´ financial situation or about Bufab Holding´s relation to another Group entity in relation to the consolidated Annual Report.
The Annual Report and the Audit Report as well as the Board of Director´s complete proposals pursuant to items 9b) (including the Board of Director's reasoned statement pursuant to 18 kap 4§ of the Swedish Companies Act), 16 (including statement from the auditor pursuant to 8 kap 54 § of the Swedish Companies Act and the Remuneration Committee's evaluation of remuneration for senior managers) and 17 at the agenda as well as the Nomination Committee's proposals pursuant to items 2, 11-15 will be available at the Company, Bufab Holding AB (publ), Stenfalksvägen 1, 331 02 Värnamo and at the Company´s website; www.bufab.com, and will, on request, be sent to shareholders at the address given, as from April 14th 2015.
Stockholm in March 2015 Bufab Holding AB (publ)
THE BOARD OF DIRECTORS
For information, please contact: Boel Sundvall, Director of Communication and Investor Relations [email protected] tel: +46 370 69 69 61
Bufab Holding 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 customers' value chain for C-Parts.
Bufab was founded in 1977 in Småland and is an international company with operations in 23 countries. The head office is located in Värnamo, Sweden and Bufab has about 850 employees. Bufab's sales for 2014 amounted to SEK 2.2 billion and adjusted operating margin was 9 per cent. The Bufab share is listed on NASDAQ Stockholm, under the ticker "BUFAB." For more information, www.bufab.com
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