Bufab Group : Notice of the Annual General Meeting of Bufab AB (publ)

Bufab AB (publ)                                                                                     

PRESS RELEASE, Värnamo March 31, 2016

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 AB (publ) are hereby invited to attend the Annual General Meeting, which will be held on Tuesday May 3, 2016, at 2 p.m., at Gamla Gummifabriken, Jönköpingsvägen 15/Magasingatan, Värnamo                               

A. RIGHT TO ATTEND THE ANNUAL GENERAL MEETING
Shareholders who intend to attend at the Annual General Meeting must:

• firstly be registered in the register of shareholders as maintained by Euro clear Sweden AB on April 27, 2016, and
• secondly notify the Company of their intention to attend no later than on April 27, 2016, by mail to Bufab AB, Box 2266, 331 02 Värnamo, or by telephone at +46 370 69 69 00, or via e-mail arsstamma@bufab.com and must include information of the number of assistants that will be attending.

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 2016. 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 27, 2016 shareholders must inform the nominee well in advance of that date.

B. AGENDA ITEMS ON THE ANNUAL GENERAL MEETING
Proposed agenda

1. Opening of the Annual General Meeting
2. Election of Chairman of the Meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to verify the minutes
6. Determination as to whether the Meeting has been duly convened
7. Presentation of the Annual Report and the Audit Report as well as the Consolidated Accounts and the Audit Report of the Group
8. Speech by the President
9. Resolutions regarding
   1. adoption of the Profit and Loss Statement and the Balance Sheet as well as

                  the Consolidated Profit and Loss Statement and the Consolidated Balance Sheet,

1. disposition of the Company's profit or loss pursuant to the adopted Balance Sheet
2. discharge from liability of the directors and the President/CEO
3. Report on the work of the Nomination Committee
4. Resolution on the number of directors and deputy directors
    
5. Resolution on the number of auditors and deputy auditors
6. Resolution on the remuneration to be paid to the board of directors and the auditors
7. Election of Directors and Chairman of the Board
8. Election of auditors and deputy auditors
9. Resolution on principles for remuneration for the Group Management
10. Closing of the meeting

C. THE NOMINATION COMMITTEE'S PROPOSED RESOLUTIONS WITH RESPECT TO ITEMS 2, 11-15 ON THE AGENDA
The Annual General Meeting 2014 resolved that the principles for appointing Nomination Committee shall be valid until further notice. The principles remained unchanged on the AGM 2015. 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 2016 AGM.

The Nomination Committee consists of Sven-Olof Kulldorff (Chairman of the Board of Directors), Hans Hedström (appointed by Carnegie fonder), Adam Gerge (Didner & Gerge fonder), Johan Ståhl (Lannebo fonder) and Arne Lööw (Fourth Swedish National Pension Fund). Hans Hedström is the Chairman of the Nomination Committee. The Nomination Committee, represent approximately 25 percent of the votes and capital in the Company. Behind the proposal is also Liljedahl Group AB who owns 10 per cent of the capital and votes. The Nomination Committee's proposal:

Election of Chairman of the Meeting (item 2)
The Chairman of the Board, Sven-Olof Kulldorff, is proposed as Chairman of the Annual General Meeting.

Determination of the number of Directors to be elected (item 11)
The Nomination Committee's proposal is that the number of Board Members should comprise of a total  of eight (8) Board Members to be elected by the Meeting, and no deputies.

Determination of the number of auditors and deputies to be elected (item 12)
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.

Determination of remuneration to the Directors and the Auditor (item 13)
The Nomination Committee's proposal is


- A remuneration of SEK 400,000 (400,000) to the Chairman of the Board and SEK 200,000 (200,000) to each of the other Directors elected by the AGM and not employed by the Company.
- For work within the Audit Committee, it is proposed that the members shall receive SEK 25,000 (25,000) each. No fees are payable for other committee work.

The Nomination Committee's proposal results in total fees to the Board of Directors of SEK 1,875,000 (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.

Election of Directors and Chairman of the Board (item 14)
The Nomination Committee's proposal is re-election of the Directors Hans Björstrand, Johanna Hagelberg, Sven-Olof Kulldorff ,Eva Nilsagård, Adam Samuelsson, Johan Sjö and Gunnar Tindberg. Jörgen Rosengren has declined re-election.

As new member of the board is the proposal to elect Bengt Liljedahl. Bengt Liljedahl is born 1947 and hold an MSc in Business Administration. Bengt Liljedahl is the President and CEO of Liljedahl Group AB, which is the holder of 10.1 per cent of the votes and capital of Bufab AB (publ).

The proposal is that Sven-Olof Kulldorff is appointed Chairman of the Board

Election of Auditor (item 15)
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 2017. Öhrlings PricewaterhouseCoopers AB has informed that, provided that the AGM adopts the Shareholders propose, the registered auditors- in-charge will be authorized public accountant Fredrik Göransson. 

D. THE BOARD OF DIRECTOR'S PROPOSED RESOLUTIONS WITH RESPECT TO ITEMS 9 (b) and 16 ON THE AGENDA
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 1.70 per share, corresponding to app. MSEK 65, to be paid to the shareholders and that the remaining unappropriated earnings, approximately MSEK 374, should be carried forward.

The Board of Director proposes 6 May 2016 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 11 May 2016.

Resolution on principles for remuneration for the Group Management (item 16)
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 share-based incentive program 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 AGM.

E. NUMBER OF SHARES AND VOTES IN THE COMPANY
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.

F. RIGHT TO INFORMATION
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 AB's or its subsidiaries' financial situation or about Bufab 's relation to another Group entity in relation to the consolidated Annual Report.

G. AVAILABLE DOCUMENTS
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 12th 2016.

Stockholm in March 2015
Bufab AB (publ)

THE BOARD OF DIRECTORS

For shareholders in Bufab AB (publ) there will be a guided tour of the central warehouse on May 3, 2016 at 11.00. Registration for the tour should be made simultaneously with the notification to the AGM.

For information, please contact:
Boel Sundvall, Director of Communication and Investor Relations
ir@bufab.com
tel: +46 370 69 69 61

About Bufab
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 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 935 employees. Bufab's sales for 2015 amounted to SEK 2.5 billion and operating margin was 8 per cent. The Bufab share is listed on Nasdaq Stockholm, under the ticker "BUFAB." For more information, www.bufab.com