Bufab Group: Resolutions at the Annual General Meeting in Bufab AB

Bufab AB (publ)

PRESS RELEASE, Värnamo 21 April 2022

At Bufab’s Annual General Meeting (AGM) which was held today on 21 April 2022, 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 3.75 per share, with 25 April 2022 as the record date. The estimated date for payment of the dividend is 28 April 2022. The Board of Directors and the CEOs were discharged from liability for the financial year 2021.

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 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 SEK 650,000 to the Chairman of the Board, and SEK 290,000 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 a remuneration of SEK 10,000 shall be paid to each of the members of 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 in accordance with the Nomination Commottee’s proposal, 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, to be paid according to approved invoice.

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.

Remuneration report
The AGM approved the Board of Directors’ report regarding compensation pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.

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 shall comprise a maximum of 200,000 call options, corresponding to approximately 0.5 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 2025 to and including 15 November 2025. 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 2025 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 200,000 shares in the company, and approved of transfers of a maximum of 200,000 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 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.

For more information, please contact:
Marcus Söderberg, CFO, Bufab Group, telephone: +46 370 69 69 66

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 Productivity™ customer offering aims to improve productivity in the customers’ value chain for C-Parts.

Bufab was founded in 1977 in Småland, Sweden and today is an international company with operations in 28 countries. The head office is located in Värnamo, Sweden, and Bufab has about 1,750 employees. Bufab’s net sales for the past 12 months amounted to SEK 6,5 billion and the operating margin was 11.8 percent. The Bufab share is listed on Nasdaq Stockholm, under the ticker "BUFAB”. Please visit www.bufab.com for more information.

Attachment

• Bufab AB - AGM 2022 - AGM bulletin