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Bulten — AGM Information 2020
Apr 23, 2020
3019_rns_2020-04-23_68f7bad7-e910-4afc-9d56-203af9ea35ca.pdf
AGM Information
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Press Release from the Annual General Meeting of Bulten AB (publ) on April 23, 2020
Bulten AB (publ) held the Annual General Meeng on Thursday, April 23, 2020. Below is a summary of the decisions taken at the Meeng, all resoluons taken by the required majority and in accordance with proposals presented to the Meeng.
Determinaon of the income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet and discharge from liability
At the Annual General Mee
ng, the income statement and the balance sheet, as well as the consolidated income statement and the consolidated balance sheet for 2019, were adopted.
Decision on disposion of the company's profits
The Annual General Mee
ng resolved that no dividend should be paid for the 2019 financial year and that this year's profit will be balanced in a new account together with the company's funds at available profits.
Elecon of Board members, Chairman of the Board and re-elecon of auditor
The Board of Directors shall consist of six members elected by the Annual General Mee
ng without depu
es. The AGM resolved on the re-elec
on of the board members Hans Gustavsson, Hans Peter Havdal, Peter Karlsten and Ulf Liljedahl, and to re-elect Chris
na Hallin and Karin Gunnarsson as ordinary board members. More informa
on about Chris
na Hallin and Karin Gunnarsson, as well as other board members, is available through the company's website, www.bulten.com.
Ulf Liljedahl was re-elected as Chairman of the Board.
The company must have an auditor without an alternate auditor. The Annual General Mee
ng resolved to re-elect the audi
ng company PricewaterhouseCoopers as the company's auditor for the period up to the end of the 2021 AGM. Authorized Public Accountant Johan Palmgren will in the future be the principal auditor.
Determinaon of fees to the Board members and the auditor
The Annual General Mee
ng resolved that the remunera
on to the members of the Board should be paid in total SEK 2,250,000, of which SEK 475,000 will be paid to the Chairman of the Board and SEK 315,000 each to the other members elected by the AGM. Furthermore, a fixed fee of SEK 75,000 shall be paid to the Chairman of the Audit Commi8ee and SEK 25,000 each to the other members, and a fixed fee of SEK 65,000 shall be paid to the Chairman of the Remunera
on Commi8ee and SEK 10,000 each to other members, however. that no remunera
on shall be paid to the Chairman of the Board as a member of the Remunera
on Commi8ee. A condi
on for payment is that a member is a member of the Board of Directors who is appointed by the Annual General Mee
ng and is not employed by the company or subsidiaries.
Furthermore, the AGM decided that fees should be paid to the auditor according to approved invoice.
Decision on guidelines for remuneraon to senior execuves
The AGM approved the Board's proposal for guidelines for remunera
on to senior execu
ves. The guidelines are basically unchanged in comparison with what the Annual General Mee
ng 2019 resolved, with the excep
on of some statutory upda
ng, which means, among other things a development of the link with the company's business strategy and that some other minor adjustments were made.
The nominaon commi.ee, etc.
The Annual General Mee
ng resolved to adopt the guidelines for the appointment of the members of the nomina
on commi8ee and instruc
ons for the nomina
on commi8ee, which was adopted in 2019, which means that the guidelines shall apply un
l decisions on changes are made by the general mee
ng. Thus, the company should s
ll have a nomina
on commi8ee consis
ng of four people. The three largest vo
ng shareholders on the last banking day in September shall have the right to appoint a member of the nomina
on commi8ee and, in addi
on, the chairman of the board shall be a member of the nomina
on commi8ee. No remunera
on shall be paid to the members of the Nomina
on Commi8ee.
Resoluon on authorizaon for the Board to decide on the acquision and transfer of own shares
The Annual General Mee
ng resolved to authorize the Board, on one or more occasions, during the me un
l the next Annual General Mee
ng, to decide on:
(a) acquisi
on of own shares on Nasdaq Stockholm (the "Exchange") within the framework of a price per share that is within the quoted price range at any given me or, in the event that the Board assigns a stock exchange member to accumulate a certain amount of the company's shares in its own book for a specified period of me, at a price per share within the applicable price range or corresponding volume weighted average price. I n total, acquisi
ons may be made of a maximum of so many shares that the company's holding aCer the acquisi
on does not exceed 10 percent of the outstanding shares in the company at any given me. The purpose is for the Board to increase the scope for maneuver and the opportunity to con
nuously adjust the capital structure of the housing company, thereby contribu
ng to increased shareholder value and enabling the Board to exploit a8rac
ve acquisi
on opportuni
es by wholly or partly financing the acquisi
on of companies, opera
ons or assets with own shares.
(b) the transfer of not more than all of the Company's held shares over the Exchange and / or in any other way with or without devia
on from the shareholders' preferen
al rights and with or without provision for compensa
on, set-off of the claim against the company or otherwise with condi
ons. Transfers of shares on the Exchange may only take place at a price per share that is within the quoted price range at any given me and if transfers take place in any other way, at a price that corresponds to the price in cash or the value of the property received that corresponds to the market price at the me for the transfer of the shares transferred with the devia
on deemed appropriate by the Board of Directors. The purpose is to enable the best possible condi
ons for the company to be achieved, to give the Board increased scope for ac
on in connec
on with the acquisi
on of companies, opera
ons or assets and the opportunity to con
nuously adjust the company's capital structure.
Resoluon on authorizaon for the Board to decide on a new share issue
The Annual General Mee
ng resolved to authorize the Board of Directors, in the period leading up to the next Annual General Mee
ng, to decide, on one or more occasions, on the new issue of shares and / or the issuance of warrants and / or the issuance of conver
bles with or without devia
on from the shareholders' preferen
al rights and with provisions on compensa
on set-off or otherwise with condi
ons. The purpose is to give the Board flexibility in its work to finance and enable accelerated expansion and development of the Group, its market and products. The number of shares issued may amount to a maximum of 2,104,020 shares, which corresponds to a dilu
on of approximately ten percent of all shares in the estate per day for the no
ce of the Annual General Mee
ng 2020.
Resoluon to amend the arcles of associaon
The Annual General Mee
ng resolved to adopt the Ar
cles of Associa
on proposed by the Board, which entails an adjustment regarding the right to a8end the Annual General Mee
ng in Sec
on 9 and that paragraphs 13 and 14 of Sec
on 10 regarding topics at the Annual General Mee
ng are removed. The new ar
cles of associa
on as a whole are available on the company's website, www.bulten.com.
The adopted guidelines, principles, instruc
ons and decisions as a whole are available at www.bulten.com.
Gothenburg, April 23, 2020 Bulten AB (publ)
For further informaon, please contact:
Kamilla Oresvärd, SVP Corporate Communica
ons Tel: 031-734 59 17, e-post:[email protected]
This informa
on was submi8ed for publica
on on April 23, 2020 at 17:40.
Bulten AB (publ) is one of the leading suppliers of fasteners to the interna
onal automo
ve industry. The company's product range includes everything from customer-specific standard products to customized special fasteners. The company also provides technical development, line-feeding, logis
cs, material and produc
on exper
se. Bulten offers a Full Service Provider concept or parts thereof. The company was founded in 1873, has some 1,400 employees in eight countries and head office in Gothenburg. I n 2020, Bulten acquired P SM, a fastener supplier with 350 employees. The share (BULTEN) is listed on Nasdaq Stockholm. Read more at www.bulten.com.