Press release from the Annual General Meeting of Bulten AB (publ) April 26, 2016
Bulten AB (publ) held its Annual General Meeting today, Tuesday 26 April. A summary of the decisions made at the meeting is presented below.
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 2015. The AGM granted the Board of Directors and President discharge from liability for the 2015 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 3.25 per share, a total of SEK 66,169,047.75. The record day was established as 28 April 2016 and the dividend is expected to be distributed by Euroclear Sweden AB on 3 May 2016.
Election of Board Directors, Chairman of the Board and re-appointment of auditors
The Board of Directors shall comprise eight ordinary members, elected by the AGM, without deputies. The AGM decided to re-elect Board members Ann-Sofie Danielsson, Hans Gustavsson, Hans Peter Havdal, Johan Lundsgård, Ulf Liljedahl, Gustav Lindner and Peter Karlsten, and to elect Anne-Lie Lind as a new member. Ulf Liljedahl was elected as the Chairman of the Board.
In connection with the AGM, Johan Larsson replaced Tony Frunk as the employee representative on the Board.
The AGM decided to re-appoint PricewaterhouseCoopers as the company’s auditors for the period up to the end of the 2017 AGM. The authorized accountant, Fredrik Göransson, will remain as the lead auditor.
Resolution regarding remuneration to Board members and auditors
The AGM decided that the total remuneration to the Board of Directors should be SEK 2,700,000, of which SEK 450,000 shall be paid to the Chairman and SEK 300,000 shall be paid to each of the other elected Board members. It was also decided that a fixed fee of SEK 75,000 should be paid to the chairman of the Audit Committee and SEK 25,000 to other members of the committee, and also that a fixed fee of SEK 15,000 should be paid to the chairman of the Remuneration Committee and SEK 10,000 to other members of the committee, although the Chairman of the Board shall not receive payment for membership of the Remuneration Committee. It shall be a condition of payment that the Board member shall be elected at a shareholder meeting and not be employed by the company or a subsidiary.
The AGM further resolved that fees to the auditors shall be in accordance with approved invoices.
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. Aside from adjustments to reflect the proposed incentive scheme, the guidelines are unchanged from last year.
Nomination Committee, etc
The AGM decided to accept the guidelines for appointing the Nomination Committee together with instructions for the Nomination Committee that were adopted in 2015 to apply up to the next AGM. 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.
Resolution to introduce a long-term share-based incentive scheme 2016
The AGM resolved to introduce a long-term share-based incentive scheme 2016 (“the Scheme”). The Scheme is designed for around 15 senior executives and key individuals (the “Participants”), who are members of the Group’s senior management team or extended management team. The Scheme requires that the Participants shall make their own investment in shares in the company corresponding to at least 5 per cent and at most 15 per cent of their gross base pay in 2016. Provided that the Participant remains in employment after the end of a three-year qualification period and retains the initial shareholding, the Participant shall receive without consideration one so-called matching share for each savings share. Furthermore, if certain performance targets are met, the Participant shall receive without consideration a maximum of a further 3-4 performance shares (depending on position). To receive the maximum allocation of such shares, it is required that targets set by the Board for growth in earnings per share, measured as an average over the period 2016-2018, are met. Allocation of shares shall be linear between the minimum and maximum level, where the minimum level is an average annual increase of 10 per cent and the maximum level is an average increase of around 20 per cent or more. Based on the assumption of maximum investment in shares at the start of the Scheme and maximum allocation of matching and performance shares, the number of shares that shall be transferred to Participants plus shares used for hedging of social security contributions associated with the Scheme amounts to a maximum of 300,000, corresponding to a dilution effect of around 1.5 per cent of votes and shares.
Resolution to transfer treasury shares as part of the incentive scheme
The AGM resolved, in accordance with the Board’s proposal, that the company shall have the right to transfer without consideration at most 250,000 treasury shares, with deviation from shareholders’ preferential rights, to Participants in the Scheme.
Resolution to authorize the Board to decide on transfers to cover payment of social security contributions relating to the Scheme
The AGM resolved, in accordance with the Board’s proposal, to authorize the Board on one or more occasions up to the time of the next AGM, to decide on transfers of at most 50,000 treasury shares on the Nasdaq Stockholm exchange at a price per share within, at any time, the prevailing price interval, to cover payment of social security contributions relating to the Scheme.
Resolution to authorize the Board to decide on acquisition and transfer of treasury shares
The AGM resolved, in accordance with the Board’s proposal, to authorize the Board on one or more occasions up to the time of the next AGM, to decide on:
(a) acquisitions of the company’s own shares on the Exchange in the context of a price per share that is within, at any time, the registered price range. The maximum total purchase of shares shall be such that the company's holding after the acquisition shall in total be no more than one tenth of all shares in the company.
(b) the sale of a maximum of all of the company’s treasury shares on the Exchange and / or otherwise with or without deviation from shareholders preferential rights and with or without non-cash stipulations, offsetting of claims against the company or other conditions. Transfer of shares on the Exchange may only be made at a price per share within the prevailing registered price interval and if the transfer takes place in another way, for a price equivalent in cash or value of property received which corresponds to the market price at the time of transfer of the shares transferred with such deviation as the Board finds appropriate.
Resolution to authorize the Board to decide on new share issue
The AGM resolved, in accordance with the Board’s proposal, to authorize the Board on one or more occasions up to the time of the next AGM, to decide on a new issue of shares and/or subscription options and/or convertibles with or without deviation from the preferential rights of shareholders and with acquisition in kind, offsetting or other conditions. The purpose is to give the Board flexibility in the work of financing and enabling an accelerated expansion and development of the Group, its markets and products. The share issue shall be on market terms. The number of shares to be issued shall be a maximum of 1,052,010 shares, which represents a dilution of around 5 per cent of all the shares in the company on the date of the notice to attend the 2016 AGM.
Resolutions in their entirety
The adopted guidelines, principles, instructions and resolutions are available in full at www.bulten.se.
Göteborg 26 April 2016
Bulten AB (publ)
For further information please contact
Kamilla Oresvärd, SVP Corporate Communications
Tel: + 46 (0)31-734 59 17, e-mail: firstname.lastname@example.org
NB. 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 19:00 on 26 April 2016.
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. The company was formed in 1873, has 1,200 employees in nine countries and its head office is in Göteborg, Sweden. The company’s shares (BULTEN) are listed on Nasdaq Stockholm. Read more at www.bulten.com.