Press release from the Annual General Meeting of Bulten AB (publ) April 26, 2018
Bulten AB (publ) held its Annual General Meeting today, Thursday 26 April 2018. A summary of the decisions made at the meeting is presented below, all in accordance with proposals submitted to the AGM.
Adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated 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 2017. The AGM granted the Board of Directors and President discharge from liability for the 2017 financial year.
Resolution regarding allocation of the company’s earnings
The AGM decided on a dividend of SEK 3.75 per dividend entitled share, a total of SEK 76 348 901,25. The record day was established as 30 April 2018 and the dividend is expected to be distributed by Euroclear Sweden AB on 4 May 2018. Other funds were balanced on a new account.
Election of Board Directors, Chairman of the Board and re-appointment of auditors
The Board of Directors shall comprise six ordinary members, elected by the AGM, without deputies. The AGM decided to re-elect Board members Hans Gustavsson, Hans Peter Havdal, Ulf Liljedahl, Peter Karlsten, and Anne-Lie Lind and to elect Nicklas Paulson as a new member.
Nicklas Paulson is the President of Investment AB Öresund since March 2018 and was elected April 10, 2018 as a member of the Bilia AB (publ) Board. Nicklas has more than 20 years of experience in investment banking and corporate finance with positions in Carnegie, Investment Banking and Alfred Berg, Investment Banking.
Ulf Liljedahl was elected as the Chairman of the Board.
The company should have an auditor without an accountant deputy. The AGM decided to re-appoint PricewaterhouseCoopers as the company’s auditors for the period up to the end of the 2019 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 2,150,000, 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 65,000 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. The guidelines are as those decided by the AGM 2017, with the exception that some minor adjustments were made.
Nomination Committee, etc
The AGM decided to accept the guidelines with no changes for appointing the Nomination Committee together with instructions for the Nomination Committee that were adopted in 2017 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 authorize the Board to decide on acquisition and transfers of own shares
The Annual General Meeting resolved to authorize the Board to decide, on one or more occasions, at the next annual general meeting:
(a) Acquisition of own shares on Nasdaq Stockholm ("Exchange") within the framework of a price per share that is within the registered price range at any given time, or, in the event that the Board gives a stock exchange the task of accumulating a certain amount of the company's shares in its own book for a certain period of time, at a price per share within the applicable price range or the corresponding volume weighted average price. Acquisitions may in aggregate be made of a maximum of so many shares that the company's holdings after the acquisition do not exceed 10 percent of outstanding shares in the company. The aim is for the board to increase the scope for action and the opportunity to continuously adapt the housing structure of the building and to be able to utilize attractive acquisitions that the company will be able to fulfill its obligations to the participants in the long-term equity-based incentive program decided by the AGM 2016 to implement and run until the year 2019 ("Program") and to allow transfers of own shares to cover social contributions incurred by the Program.
(b) the transfer 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 to cover social costs for the Program may, however, refer to no more than 50,000 shares and transfers for such purpose may only be made on the Exchange against cash payment. 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. . The purpose is to enable the company to achieve the best possible terms of transfer for the company, to give the board an increased scope for acquisition of companies, operations or assets, and to allow the transfer of own shares for cover of social fees associated with the program.
Resolution to authorize the Board to decide on new share issue
The AGM resolved 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 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 2018 AGM.
Resolutions in their entirety
The adopted guidelines, principles, instructions and resolutions are available in full at www.bulten.com.
Göteborg 26 April 2018
Bulten AB (publ)
For further information please contact
Kamilla Oresvärd, SVP Corporate Communications
Tel: + 46 (0)31-734 59 17, e-mail: kamilla.oresvard@bulten.com
This information was submitted for publication on April 26, 2018 at 18:30.
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 1,300 employees in eight 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.