Press Release from the Annual General Meeting of Bulten AB (publ) on April 28, 2021
Bulten AB (publ) held the Annual General Meeting on Wednesday, April 28, 2021. In light of the extraordinary situation that prevails as a result of COVID-19, the Annual General Meeting was conducted by postal vote, without physical participation. Below is a summary of the resolutions at the meeting, all made by the required majority and in accordance with proposals presented to the meeting.
Determination 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 Meeting, the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet for 2020 were adopted. The AGM resolved, in accordance with the Board's proposal, to approve the submitted remuneration report. The Annual General Meeting granted each of the Board members and the CEO during the year discharge from liability for the 2020 financial year.
Decision on disposition of the company's profits
The Annual General Meeting resolved to distribute a total of SEK 1,014,754,782.96 to the AGM, distributing a total of SEK 41,975,984.00 to the shareholders, which corresponds to a dividend of a total of SEK 2.00 per share entitled to dividends, and SEK 972,778,798.96 is balanced in a new account. Further decided, in accordance with the Board's proposal, to set the record date for dividends to 30 April 2021.
Election of Board members, Chairman of the Board and re-election of auditor
The Board of Directors shall consist of six members elected by the Annual General Meeting without deputies. The AGM resolved on the re-election of the board members Hans Gustavsson, Hans Peter Havdal, Peter Karlsten, Ulf Liljedahl, Christina Hallin and Karin Gunnarsson as ordinary board members. More information about the board 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 Meeting resolved to re-elect the auditing company PricewaterhouseCoopers as the company's auditor for the period up to the end of the 2022 AGM. Authorized Public Accountant Johan Palmgren will in the future remain as the principal auditor.
Determination of fees to the Board members and the auditor
The Annual General Meeting resolved that fees to the Board members shall be paid in a total of SEK 2,310,000, of which SEK 485,000 shall be paid to the Chairman of the Board and SEK 325,000 each to other members elected by the Annual General Meeting. Furthermore, a fixed fee of SEK 75,000 shall be paid to the chairman of the audit committee 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 remuneration committee and SEK 10,000 each to other members, however that no remuneration shall be paid to the Chairman of the Board in his capacity as a member of the Remuneration Committee. A prerequisite for payment is that a member is a board member who is appointed by the Annual General Meeting 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.
The nomination committee, etc.
The Annual General Meeting resolved to adopt unchanged guidelines for the appointment of the Nomination Committee's members and instructions for the Nomination Committee adopted in 2020, meaning that the guidelines shall apply until a decision on amendment is made by the Annual General Meeting. The company must thus still have a nomination committee consisting of four people. The three largest shareholders in terms of votes on the last banking day in September shall have the right to appoint a member of the Nomination Committee and in addition, the Chairman of the Board shall be a member of the Nomination Committee. No remuneration shall be paid to the members of the Nomination Committee.
Resolution on authorization for the Board to decide on the acquisition and transfer of own shares
The Annual General Meeting resolved to authorize the Board, on one or more occasions, during the time until the next Annual General Meeting, to decide on:
(a) acquisition 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 time 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 time, at a price per share within the applicable price range or corresponding volume weighted average price. In total, acquisitions may be made of a maximum of so many shares that the company's holding after the acquisition does not exceed 10 percent of the outstanding shares in the company at any given time. The purpose is for the Board to increase the scope for maneuver and the opportunity to continuously adjust the capital structure of the company, thereby contributing to increased shareholder value and enabling the Board to exploit attractive acquisition opportunities by wholly or partly financing the acquisition of companies, operations 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 deviation from the shareholders' preferential rights and with or without provision for compensation, set-off of the claim against the company or otherwise with conditions. 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 time 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 time for the transfer of the shares transferred with the deviation deemed appropriate by the Board of Directors.
The purpose is to enable the best possible conditions for the company to be achieved, to give the Board increased scope for action in connection with the acquisition of companies, operations or assets and the opportunity to continuously adjust the company's capital structure.
Resolution on authorization for the Board to decide on a new share issue
The Annual General Meeting resolved to authorize the Board of Directors to, during the period until the next Annual General Meeting, on one or more occasions, decide on a new issue of shares and / or issue of warrants and / or issue of convertibles with or without deviation from shareholders' preferential rights, set-off or otherwise with conditions. The purpose is to give the Board flexibility in the work of financing and enabling 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 dilution of approximately ten percent of all shares in the company per day for convening the Annual General Meeting 2021.
Resolution to amend the articles of association
The Annual General Meeting resolved to adopt the articles of association proposed by the Board, which entail linguistic adjustments in items 1 and 11 due to previously implemented amendments to the law and the introduction of a new item 12, which means that the Board may decide that shareholders may exercise their voting rights by post before the Annual General Meeting. The new articles of association as a whole are available on the company's website, www.bulten.com.
The decision in its entirety
The adopted guidelines, principles, instructions and decisions as a whole are available at www.bulten.com.
Gothenburg, April 28, 2021
Bulten AB (publ)
For further information, please contact:
Kamilla Oresvärd, SVP Corporate Communications
Tel: 031-734 59 17, e-post: firstname.lastname@example.org
This information was submitted for publication on April 28, 2021 at 17:30.
Bulten Group 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 customized special 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 founded in 1873, has some 1,600 employees in sixteen countries and head office in Gothenburg. The share (BULTEN) is listed on Nasdaq Stockholm. Read more at www.bulten.com.