0QRA Bufab Ab (publ)

PRESS RELEASE, Värnamo 20 April 2023

At Bufab’s Annual General Meeting (AGM) which was held today on 20 April 2023, the following principal resolutions were passed.

Adoption of the income statements and balance sheets and resolutions on appropriation of the company's profit and discharge from liabilityThe income statements and balance sheets for the company and the group were adopted, together with the Board of Directors` proposal for appropriation of the company's profit. The dividend was determined to SEK 4.75 per share, which should be disbursed in two instalments, with 24 April 2023 as record date for the first instalment of SEK 2.50 and 24 October 2023 as record date for the second instalment of SEK 2.25. The estimated date for payment is 27 April 2023 for the first instalment and 27 October 2023 for the second instalment. The Board of Directors and the CEOs were discharged from liability for the financial year 2022.

Board of Directors, remuneration to the Board members and auditorIn accordance with the Nomination Committee's proposal, the AGM resolved that the Board of Directors shall consist of six members elected by the meeting and no deputies. The AGM further resolved, in accordance with the Nomination Committee’s proposal, that the fees to the Board members shall amount to SEK 650,000 to the Chairman of the Board, and SEK 290,000 to each of the other members not employed by the company. For committee work, it was resolved that a remuneration of SEK 120,000 shall be paid to the Chairman of the Audit Committee, that a remuneration of SEK 60,000 shall be paid to each of the other members of the Audit Committee and that a remuneration of SEK 25,000 shall be paid to each of the members of the Remuneration Committee.

In accordance with the Nomination Committee’s proposal, the AGM resolved on re-election of the Board members Bengt Liljedahl, Hans Björstrand, Per-Arne Blomquist, Anna Liljedahl, Eva Nilsagård and Bertil Persson, all for the period until the close of the next Annual General Meeting. Bengt Liljedahl was re-elected as Chairman of the Board.

The AGM resolved in accordance with the Nomination Commottee’s proposal, for the period up to and including the next Annual General Meeting, on re-election of Öhrlings PriceWaterhouseCoopers AB as the company’s auditor, with authorised public accountant Johan Rippe as auditor in charge, to be paid according to approved invoice.

Principles for appointment of the Nomination CommitteeIn accordance with the Nomination Committee’s proposal, the AGM resolved on principles for the appointment of the Nomination Committee and for its assignment, which mainly correspond to the previously applicable principles.

Remuneration reportThe AGM approved the Board of Directors’ report regarding compensation pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.

Long-term share based incentive programIn accordance with the Board of Directors’ proposal, the AGM resolved to adopt a long-term share based incentive program based on call options, comprising the CEO, senior executives and other key employees within the group. The program shall comprise a maximum of 210,000 call options, corresponding to approximately 0.6 per cent the total number of shares and votes in the company. The purchase price for the call options shall correspond to the market value of the options at the time of transfer. Each call option entitles the holder to acquire one share in Bufab during the period from and including 15 May 2026 to and including 15 November 2026. The purchase price per share shall correspond to 115 per cent of the volume-weighted closing prices paid for the company’s share on Nasdaq Stockholm during the five trading days before the Board of Directors’ resolution on allotment of call options.

In order to encourage participation in the program, the Board of Directors may resolve on a subsidy in the form of gross salary additions, which is subject to the participant remaining in its employment in June 2026 and still holds call options. The subsidy may as a maximum correspond to the price paid for each call option. In order to hedge Bufab’s delivery of shares, the AGM also resolved to authorise the Board of Directors to repurchase a maximum of 210,000 shares in the company, and approved of transfers of a maximum of 210,000 of the company’s repurchased shares to the participants of the company´s incentive programs.

Authorisation to transfer shares in the companyIn accordance with the Board of Directors’ proposal, the AGM resolved to authorise the Board of Directors to, on one or more occasions during the period up until the next Annual General Meeting, resolve upon transfer of the company’s own shares.

For more information, please contact:Marcus Söderberg, Bufab Group +46 370 69 69 00

About BufabBufab AB (publ), Corporate Registration Number 556685-6240, is a trading company that offers its customers a full-service solution as Supply Chain Partner for sourcing, quality control and logistics for C-Parts (screws, nuts, etc.). Bufab’s Global Parts ProductivityTM customer offering aims to improve productivity in the customers’ value chain for C-Parts.

Bufab was founded in 1977 in Småland and is an international company with operations in 28 countries. The head office is located in Värnamo, Sweden, and Bufab has about 1,800 employees. Bufab’s net sales for the last twelve months amounted to SEK 8,8 billion and the operating margin was 12.1 percent. The Bufab share is listed on Nasdaq Stockholm, under the ticker “BUFAB”. Please visit www.bufabgroup.com for more information.

Attachment

• Bufab AB - AGM 2023 - AGM bulletin

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