Press release from the Annual General Meeting of Bulten AB (publ) April 29, 2015
Bulten AB (publ) has held its Annual General Meeting on April 29, 2014. Below is a summary of the decisions made at the meeting.
Adoption of the income statement and balance sheet, and discharge from liability
The AGM adopted the income statement and the balance sheet, and the consolidated income statement and the consolidated balance sheet for 2014. The AGM granted the Board of Directors and President discharge from liability for the 2014 financial year.
Resolution regarding allocation of the Company’s earnings
In accordance with the Board of Directors’ proposal, the AGM decided on a dividend of SEK 3.00 per share, SEK 63,120,621 in total. The record day was established as May 4, 2015 and the dividend is expected to be distributed by Euroclear Sweden AB on May 7, 2015.
Election of Board Directors and the Chairman of the Board
the Board of Directors should comprise seven elected ordinary members without deputies. The AGM decided re-election of the board of directors Ann-Sofie Danielsson, Hans Gustavsson, Hans Peter Havdal and Johan Lundsgård and new election of Ulf Liljedahl, Gustav Lindner and Peter Karlsten. Ulf Liljedahl was elected as the Chairman of the Board.
Ulf Liljedahl holds a Master of Business Administration and is President and CEO of Volito AB. He has previously held senior positions in the Husqvarna Group and the Cardo Group and a number of positions in Finance at Alfa Laval.
Gustav Lindner holds a Master of Business Administration and is CEO of Investment AB Öresund. He has previously held senior positions within Swedbank. Gustav Lindner is also Board Member of Bilia AB.
Peter Karlsten holds a Master of Science and is senior adviser for AB Volvo. He has previously held senior positions within AB Volvo and ABB. Peter Karlsten is also Board member of Prevas AB and Deutz AG.
Re-appointment of auditors
The AGM decided to re-appoint PricewaterhouseCoopers AB as the Company’s auditor to the end of the AGM 2016. PricewaterhouseCoopers AB has announced that the authorized accountant Fredrik Göransson will remain lead auditor.
Establishment of fees to the Board of Directors and the auditor
The AGM decided to adopt the remuneration of the Board members in accordance with the nomination committee’s proposal for a decision, which means that a fixed fee of in total SEK 2,400,000 will be paid to the Board of Directors, of which SEK 450,000 will be paid to the Chairman of the Board and SEK 300,000 will be paid to each of the other Board members elected by the AGM who are not employed within the Company or its subsidiaries. A fixed fee of SEK 75,000 be paid to the to the chairman of the audit committee, and SEK 25,000 will be paid to shall be paid to the other members of the Audit Committee, the payment being subject to the condition that the Director is elected by the AGM and not employed within the Company or its subsidiaries. No remuneration be paid to the remuneration committee.
The AGM also decided that auditor’s fee be paid to an approved invoice.
Resolution regarding guidelines for remuneration for senior management
The AGM decided on the guidelines for remuneration to senior management, in accordance with the Board of Directors’ proposed resolution. The basic principle for remuneration for senior management is that salaries and other terms and conditions of employment shall be adequate for the Group to constantly attract and retain competent senior managers at a reasonable cost to the Company. Remuneration for senior management shall comprise a fixed salary in line with market conditions and based on the senior manager’s responsibilities, expertise and performance. In addition to a fixed salary, from time to time, a variable pay forms may occur to be paid in cash. Such remuneration may amount to a maximum of 60 percent of the annual fixed salary of the CEO, and a maximum of 40 percent of the annual fixed salaries of the senior managers. Bonuses shall primarily be based on the performance of the whole Bulten Group or the performance of the division or unit that the person in question is responsible for and relate to the fulfilment of various improvements or attainment of certain financial targets. The variable remuneration shall not be pensionable or vacationable income. Furthermore, the senior managers shall be entitled to the customary non-monetary benefits, such as health and medical insurance, a company car and occupational healthcare. Senior managers domiciled in Sweden may be offered a defined contribution pension agreement based on premiums which amount to a maximum of 35 percent of the fixed salary on an annual basis, (in addition there are pension benefits to which senior managers are entitled in accordance with ITP plans). Senior managers domiciled in Sweden the main rule for the employee and the employer is a notice period of six months. Severance pay, in addition to salary during the period of notice, shall be paid and, together with the fixed salary during the period of notice, shall total a maximum of 18 months’ salary. To the extent that elected board members performing work that goes beyond the Board's work, they may receive a fee for such work. Compensation should be according to market conditions and must be approved by the Board. The Board shall be entitled to deviate from the guidelines in an individual case are special reasons for the deviation.
The adopted guidelines in whole are available at www.bulten.com.
Nomination committee, etc
The AGM further decided the principles for appointing the Nomination Committee together with instructions for the Nomination Committee in accordance with the presented proposal. The company shall have a Nomination Committee consisting of four people. The three largest shareholders as of the last business day of September shall be entitled to appoint one member of the committee and in addition the Chairman of the Board shall be a member of the committee. No compensation will be paid to the committee members.
The adopted guidelines in whole are available at www.bulten.com.
Resolution authorizing the Board to decide on new issues
The AGM decided, in accordance with the Board of Directors’ proposed resolution, to authorize the Board to, during the period until the next Annual General Meeting, on one or more occasions, to decide on a new issue of shares and/or issue of subscription options and/or issue of convertibles with or without deviation from the preferential rights of shareholders and the provision of payment in kind, set-off or otherwise with conditions. The reason is to give the Board flexibility in the work of financing or enabling an accelerated expansion and development of the Group, its markets and products, such as the acquisition of companies, operations or assets for which payment in full or part shall be with newly issued shares and/or enable the Board to quickly raise capital for such acquisition. The number of shares to be issued with such authorization or which may arise through utilisation of options and conversion of convertibles issued with the authorization shall be a maximum of 1,052,010 shares, which represents a dilution of around 5% of current shares and votes and the same dilution effect concerning the key indicators for the shares reported by the company.
The adopted decision in its entirety is available on www.bulten.com.
Resolution authorizing the Board to decide on purchase and transfer of own sharesThe AGM decided, in accordance with the Board of Directors’ proposed resolution, to authorize the Board to,
(a) during the period up to the next Annual General Meeting, on one or more occasions, to decide to acquire the company’s own shares on Nasdaq Stockholm within the framework for a price per share that lies within the registered share price range at that time. The total amount of acquired shares shall not exceed after the acquisition 10% of the outstanding shares in the company at that time. The amount that shall be paid for shares shall in total not exceed MSEK 150 and shall be paid in cash.
(b) during the period up to the next Annual General Meeting, on one or more occasions, decide on the sale of at most all of the company’s holding of its own shares on Nasdaq Stockholm and/or in another way with or without deviation from shareholders’ preferential rights and with or without conditions concerning acquisition in kind, offsetting of receivables against the company or other conditions. Transfer of shares on Nasdaq Stockholm shall only be made at a price per share that is within the registered price range at the time and if transfer is made otherwise at a price that corresponds to the price in money or value of received property that corresponds to the share price at the time of transfer for the shares transferred with deviation considered suitable. If utilisation of the authorization concerning the acquisition or transfer of the company’s own shares is combined with the utilisation of the authorization concerning the issue of new shares, with the purpose of allowing the company’s own shares to constitute in full or part a purchase amount for one and the same acquisition of a company, operation or asset, the total number of shares transferred or issued in connection with the individual acquisition shall at most correspond to one tenth of the total current shares in the company, i.e. a maximum of 2,104,020 shares.
The decisions adopted in their entirety are available at www.bulten.com.
Göteborg 29 April 2015
Bulten AB (publ)
For further information, please contact:
Kamilla Oresvärd, SVP Corporate Communications
Tel: + 46 (0)31-734 59 17, e-mail: email@example.com
Bulten discloses the information provided herein pursuant to the Securities Market Act and/or the Financial Instruments Trading Act. The information was submitted for publication at 19:30 CET on April 29, 2015.
Bulten AB (publ) is one of the leading suppliers of fasteners to the international automotive industry. The company’s product range includes everything from customer-specific standard products to specialist, customized fasteners. The company also provides technical development, line-feeding, logistics, material and production expertise. Bulten offers a Full Service Provider concept or parts thereof. Bulten AB (publ):s share is listed on Nasdaq Stockholm. Read more at www.bulten.com.