Press release from the Annual General Meeting of Bulten AB (publ) April 25, 2019
Bulten AB (publ) held its Annual General Meeting today, Thursday 25 April 2019. A summary of the decisions made at the meeting is presented below, all decisions have been made with the required majority and 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 2018. The AGM granted the Board of Directors and President discharge from liability for the 2018 financial year.
Resolution regarding allocation of the company’s earnings
The AGM decided on a dividend of SEK 4.00 per dividend entitled share, a total of SEK 80 303 584,00. The record day was established as 29 April 2019 and the dividend is expected to be distributed by Euroclear Sweden AB on 3 May 2019. 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 Nicklas Paulson.
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 2020 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 2,250,000, of which SEK 475,000 shall be paid to the Chairman and SEK 315,000 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 approved the Board's proposal for guidelines for remuneration to senior executives. The guidelines are, in principle, unchanged compared to what the AGM 2018 decided on, with the exception of the addition of LTI according to the below and that some other minor adjustments were made.
Decision to introduce a long-term incentive program (LTI)
The Annual General Meeting resolved to introduce a new annual recurring long-term variable incentive program for the company's senior executives and key employees ("LTI"). LTI gives senior executives and key employees (currently about 20 people) the opportunity to receive a bonus where the net amount after deduction of tax is to be used to acquire shares in the company.
Participants in the program are given each financial year the opportunity to receive a bonus based on the fulfillment of a target set for the financial year regarding the increase in the company's earnings per share for the financial year compared with the previous financial year. The maximum bonus amount that each participant must be able to receive is limited to a certain percentage of the participant's fixed annual salary for the financial year. The goal fulfillment shall be assessed by the Board in connection with the submission of the year-end report for the financial year (i.e. the first time in connection with the submission of the year-end report for the fiscal year 2019) after which payment of the determined bonus amount will take place. Participants will use the entire bonus amount received within the framework of LTI for each financial year, net (after deduction for tax), to acquire Bulten shares on the market. The participant must then retain the acquired shares at least until March 31 the second year after the bonus within LTI is paid out.
The overall purpose of LTI is to create an increased personal involvement with the participants, in order to increase interest in the overall performance of the business. It is also expected to facilitate the company's ability to recruit and retain key personnel. The Board of Directors believes that the proposed LTI program is beneficial for the company, the participants and the shareholders.
The proposed LTI is a rolling program in which the Board of Directors shall have the right to decide whether LTI shall be offered for the coming financial year. The cost for LTI for 2019 is calculated, based on current compensation levels and current personal circle covered by LTI, totaling approximately SEK 7 million excluding social security contributions at maximum outcome. LTI does not entail any dilution for the company's shareholders.
Nomination Committee, etc
The Annual General Meeting resolved to adopt the guidelines for the appointment of members of the Nomination Committee and instructions for the Nomination Committee, which were adopted in 2018, unchanged, however, with the adjustment that the guidelines shall apply until a decision on the amendment is made by the General Meeting. The company will thus still have a nomination committee consisting of four persons. The three largest shareholders in terms of voting rights as of the last banking day in September shall be entitled to appoint one 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 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 have increased room for maneuver and the opportunity to continuously adjust the company's capital structure and thereby contribute to increased shareholder value and enable the Board to utilize attractive acquisition opportunities by financing wholly or partly financing acquisitions of companies, operations or assets with own shares.
(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 best possible conditions for the company to be achieved, to give the board increased room for maneuver in connection with the acquisition of companies, operations or assets and the opportunity to continuously adjust the company's capital structure.
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 1,104,020 shares, which represents a dilution of around 10 per cent of all the shares in the company on the date of the notice to attend the 2019 AGM.
Resolutions in their entirety
The adopted guidelines, principles, instructions and resolutions are available in full at www.bulten.com.
Göteborg 25 April 2019
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 25, 2019 at 18:30.
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 1,400 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.