Press release from the Annual General Meeting of Bulten AB (publ) April 25, 2023
Bulten AB (publ) held its Annual General Meeting on Tuesday April 25, 2023. Here follows a summary of the resolutions made at the AGM, all resolutions were made with the requisite majority and in accordance with the proposals presented prior to the AGM.
Adoption of the income statement and the balance sheet, and of the consolidated income statement and the consolidated balance sheet, as well as discharge from liability.
The AGM adopted the income statement and the balance sheet, and the consolidated income statement and the consolidated balance sheet for 2022. The AGM resolved, in accordance with the Board proposal, to approve the submitted remuneration report. The AGM granted each of the members of the Board of Directors and the President during the year discharge from liability for the 2022 financial year.
Resolution regarding allocation of the company’s earnings
The AGM resolved that the profit of SEK 932,953,963 at the disposal of the AGM be allocated so that a total amount of SEK 52,469,980, equivalent to a dividend of SEK 2.50 per share entitled to dividends, be distributed to the shareholders and that SEK 880,483,983 be carried forward to new accounts. Furthermore, in accordance with the Board proposal, the AGM resolved to establish April 27, 2023 as the record day for the dividend.
Election of the Board Directors and Chair of the Board, and re-election of auditors
The Board shall consist of six members voted in by the AGM and no deputies. The AGM resolved to re-elect Hans Gustavsson, Hans Peter Havdal, Ulf Liljedahl, Christina Hallin and Karin Gunnarsson and to newly elect Jonas Hård as ordinary Board members. Further information on the members of the Board is available from the company website, www.bulten.com.
Ulf Liljedahl was re-elected Chair of the Board.
The company shall have one auditor without a deputy auditor. The AGM resolved to re-elect the accounting firm PricewaterhouseCoopers as the company’s auditor for the period up to the end of the 2024 AGM. The authorized public accountant Johan Palmgren will remain the auditor in charge.
Establishment of fees to Board Directors and auditor
The AGM resolved that fees totaling SEK 2,375,000 will be paid to the Board members, of which SEK 485,000 to the Chair of the Board and SEK 325,000 to each of the other Board members elected by the AGM. Furthermore, a fixed fee of SEK 100,000 shall be paid to the chair of the audit committee and SEK 45,000 shall be paid to each of the committee’s other members, and a fixed fee of SEK 65,000 shall be paid to the chair of the remuneration committee and SEK 10,000 shall be paid to each of the committee’s other members. However, no remuneration shall be paid to the Chair of the Board in his capacity as a member of the remuneration committee. A condition of payment is that the member is a Board member appointed by the AGM and not employed by the company or a subsidiary.
The AGM also resolved that the auditor’s fee be paid according to an approved invoice.
Resolution regarding authorization for the Board of Directors to resolve on acquisitions and transfers of the company’s own shares.
The AGM resolved to authorize the Board for the period up to the next AGM, on one or more occasions, to decide on:
(a) acquisitions of own shares on Nasdaq Stockholm (‘the Stock Exchange’) within the context of a price per share that falls within the registered price interval at any time or, in the event that the Board instructs a member of the Stock Exchange to accumulate a specific number of the company’s shares for its own account during a limited period, at a price per share within the price interval valid at the time or an equivalent volume-weighted average price. Acquisitions may be made up to a maximum of so many shares that the company’s holdings after the acquisition total up to 10% of outstanding shares in the company at any given time. The aim is to give the Board greater scope and ability to continuously adapt the company’s capital structure and thus contribute to greater shareholder value and to enable the Board to take advantage of attractive acquisition opportunities by wholly or partially financing acquisitions of companies, operations or assets with the company’s own shares.
(b) transfers of up to all of the shares owned by the company on the Stock Exchange and/or otherwise with or without any deviation from the shareholders’ preferential rights and with or without any provision on payment in kind, offsetting a receivable against the company or otherwise with conditions. Transfers of shares through the Stock Exchange may only be made at a price per share within the registered price interval at the time and if transfers are made in another way, at a price corresponding to prices in money or value of property received that corresponds to the stock exchange price at the time of the transfer of the shares being transferred with the deviation considered appropriate by the Board. The aim is to enable the best possible terms for the company to be achieved as well as to give the Board more scope in connection with acquisitions of companies, operations or assets and the opportunity to continuously adapt the company’s capital structure.
Resolution on authorization for the Board of Directors to decide on new share issues
The AGM resolved to authorize the Board for the period up to the next AGM, on one or more occasions, to decide on issues of new shares and/or issues of warrants and/or issues of convertibles with or without deviating from shareholders’ preferential rights and with provisions on payment in kind, offsetting or otherwise with conditions. The aim is to give the Board flexibility in its work to finance and potentially accelerate expansion and development of the Group, its market and products. A maximum of 2,104,020 shares may be issued, which equates to a dilution of approximately 10% of all shares in the company on the date of the notice to attend the 2023 AGM.
Guidelines for remuneration for senior executives
The AGM resolved to adopt guidelines for remuneration and other employment conditions for the company’s senior executives until further notice, but up until the 2027 AGM at the latest. The guidelines include remuneration arising from agreements and changes that take place regarding remuneration already agreed after the AGM has adopted the guidelines. The guidelines do not include remuneration decided on by the general meeting such as fees to Board members.
Resolutions in their entirety.
The adopted guidelines and resolutions in their entirety are available at www.bulten.com.
Gothenburg, April 25, 2023
Bulten AB (publ)
For further information, please contact:
Ulrika Hultgren, SVP Corporate Communications & IR, +46 (0)727-47 17 58, ulrika.hultgren@bulten.com
The information was submitted for publication at 18:50 CEST on April 25 2023.
Bulten Group is a leading global manufacturer and supplier of fasteners to the automotive industry, as well as other industries such as consumer electronics. The offering extends from a wide range of standard products to specially adapted fasteners. With Bulten’s Full Service Provider concept (FSP), customers can entrust all their fastener needs to the company, including development, sourcing, logistics and service. The company was founded in 1873, has some 1,600 employees around the world and its head office in Gothenburg, Sweden. Net sales in 2022 totaled SEK 4,474 million. The share (BULTEN) is listed on Nasdaq Stockholm.