The shareholders of Bulten AB (publ), reg. no. 556668-2141, are invited to the
Annual General Meeting on Tuesday April 26, 2016 at 17.00 at the company’s head
office, at August Barks gata 6A, Gothenburg, Sweden.
Registration for the meeting will commence at 16.00. Light refreshments will be
served before the meeting.
Right to participate and registration
Shareholders who wish to participate must be entered in the register of
shareholders maintained by Euroclear Sweden AB on Wednesday April 20, 2016 and
notify the Company by no later than Wednesday April 20, 2016.
Shareholders may register to participate in the AGM
· via the Company’s website www.bulten.com,
· by post to Bulten AB (publ), “Årsstämma”, Box 7835, SE-103 98 Stockholm,
Sweden, or
· by phone on +46 (0)31-734 60 50.
On registration the shareholder must give his/her name, personal identity number
or company registered number, address and daytime phone number and, where
applicable, the name of any assistant, the name and personal identity number of
any proxy or the name and personal identity number of any deputy. Registration
forms are available from the Company’s website www.bulten.com. Alternatively,
order a registration form using the same postal address or phone number given
above to register for the AGM. Phone registrations may be made on business days
between 09.00 and 16.00. Please note that the deadline for phone registrations
is April 20, 2016 at 16.00.
A shareholder may bring a maximum of two assistants to the AGM if the Company is
notified using the correct procedure when the shareholder registers for the AGM.
Access passes will be sent by post and must be brought to the AGM.
Nominee registered shares
Shareholders whose shares are registered in the name of a nominee must, if they
wish to participate in the AGM, have their shares temporarily re-registered in
their own names. Shareholders who wish to re-register shares in their own name
must advise their nominee well in advance before April 20, 2016. Re-registration
must be complete with Euroclear Sweden AB by April 20, 2016.
Proxies
Shareholders who wish to send a proxy must issue a written, signed and dated
power of attorney. If the power of attorney is issued by a legal entity, a
certified copy of the relevant certificate of incorporation for the legal entity
(or the equivalent document for foreign legal entities) must be enclosed with
the power of attorney. The documents must be no more than one year old. The
power of attorney may, however, state a longer term for the power of attorney,
but no more than five years. Power of attorney forms are available from the
Company’s website www.bulten.com. Alternatively, order a power of attorney form
using the same postal address or phone number given above to register for the
AGM.
In order to facilitate the registration process, the original of the power of
attorney and the certificate of incorporation and other authorization documents
should reach the Company at the above address no later than April 20, 2016.
Proposed agenda
1. Opening of the Annual General Meeting.
2. Election of chairman for the AGM.
3. Preparation and approval of the voting list.
4. Approval of agenda.
5. Election of one or two people to verify and sign the minutes, and voting
supervisors.
6. Determination as to whether the AGM has been duly convened.
7. Presentation on the work of the Board of Directors and the Board’s
committees over the past year.
8. Presentation of the Annual Report and audit report along with the
consolidated accounts and consolidated audit report. Also the CEO’s report on
the operation.
9. Resolution regarding adoption of the income statement and the balance sheet,
and of the consolidated income statement and the consolidated balance sheet.
10. Resolution regarding allocation of the Company’s earnings in accordance with
the adopted balance sheet and establishment of a record day for the dividend.
11. Resolution regarding discharge from liability to the Company for the Board
of Directors and the CEO.
12. Resolution regarding establishment of
(a) the number of Board members,
(b) the number of auditors and deputy auditors.
13. Establishment
(a) of fees to Board members,
(b) fees to the auditor(s).
14. Election of
(a) Board members,
(b) Chairman of the Board,
(c) auditor(s) and deputy auditors
15. Establishment of guidelines for remuneration for senior management.
16. Establishment of principles for appointing the nomination committee and
instructions for the nomination committee, as well as remuneration for the
nomination committee members.
17. Resolution to
(a) establish long-term share-based incentive program 2016 (“incentive
program”),
(b) transfer of own shares within the frame of the incentive program,
(c) authorizing the Board to decide on the transfer to cover social security
fees for the incentive program
18. Resolution to authorize the Board to decide on
(a) acquisition of own shares,
(b) transfer of own shares
19. Resolution to authorize the Board to decide on share issue
20. Closing of the Annual General Meeting.
Proposals for resolutions
The nomination committee’s proposals regarding items 2, 12, 14, and 16
The nomination committee appointed in accordance with the procedure decided at
the 2015 AGM comprised Öystein Engebretsen (appointed by Investment AB Öresund),
Ulf Strömsten (appointed by Catella Fondförvaltning AB), Pär Andersson
(appointed by Spiltan Fonder AB) and Ulf Liljedahl (Chairman of the Board).
Öystein Engebretsen was appointed Chairman of the nomination committee. Ulf
Liljedahl has not participated in the nomination committee’s preparations and
resolution regarding himself.
Item 2: The nomination committee proposes that Ulf Liljedahl be elected chairman
for the AGM.
Item 12 (a)-(b): The nomination committee proposes that the Board of Directors
should comprise eight elected ordinary members without deputies (a). It is
proposed that the number of auditors should be one and that no deputy auditor
should be appointed (b).
Item 13 (a)-(b): The nomination committee proposes that a fixed fee of in total
SEK 2,700,000 will be paid to the Board of Directors, of which (i) SEK 450,000
will be paid to the Chairman of the Board and SEK 300,000 will be paid to each
of the other Board members elected by the AGM who are not employed within the
Company or its subsidiaries; that a fixed fee of (ii) SEK 75,000 be paid to the
to the chairman of the audit committee, and SEK 25,000 will be paid to shall be
paid to the other members of the Audit Committee, the payment being subject to
the condition that the Director is elected by the AGM and not employed within
the Company or its subsidiaries; (iii) SEK 15,000 be paid to the Chairman of the
remuneration committee and SEK 10,000 be paid to the other members of the
remuneration committee with a condition for payment shall be that such member is
a director who is appointed by the General Meeting, no remuneration be paid to
the Chairman of the Board, as a member of the Remuneration Committee. Member of
the Board shall, if there are tax conditions for invoicing, by special agreement
with the company, given the opportunity to invoice the remuneration plus social
security charges and VAT by law through a company, provided that it is cost
neutral for the company (a). The Nomination Committee proposes that remuneration
to the auditor shall be paid according to approved invoice (b).
Item 14 a-c: The nomination committee proposes to the board of directors for the
time until next Annual General Meeting appoint Hans Gustavsson (re-election),
Johan Lundsgård (re-election), Hans Peter Havdal (re-election), Ann-Sofie
Danielsson (re-election), Ulf Liljedahl (re-election), Gustav Lindner (re
-election), Peter Karlsten (re-election) and Anne-Lie Lind (new election) (a).
A presentation of the candidates that the Nomination Committee proposed for
election to the Board of Directors is available on the Company's website
www.bulten.com.
Anne-Lie Lind holds a Master of Science in Mechanical Engineering and an MBA and
is, as of April 5, 2016, Vice President Europe, Camfil Power Systems. She has
previously held various executive positions at SKF, Volvo and Tetra Pak. She is
currently appointed Chairman of the board of AkkaFRAKT and board member of
Olofsfors AB and Flexenclosure AB. Anne-Lie Lind is to be regarded as
independent of the company and its management and to the company's major
shareholders.
Moreover the nomination committee proposes that Ulf Liljedahl is elected
Chairman of the Board (re-election) (b) and that the registered public
accounting firm PricewaterhouseCoopers AB is appointed as the company auditor
(re-election) (c). It is noted that PricewaterhouseCoopers AB has stated that if
re-elected, the authorized public accountant Fredrik Göransson will remain the
auditor in charge.
Item 16: The nomination committee proposes that the AGM adopt the guidelines for
composition of the nomination committee with regard to members and instructions
for the nomination committee, which is essentially unchanged relative to the
ones that were adopted in 2015 to apply up to the AGM 2016. Some minor
adjustments have been proposed for adapting to the revised Swedish Code of
Corporate Governance. The Company shall therefore always have a nomination
committee comprised of four people. In addition to the three largest
shareholders in terms of votes on the final banking day in September having the
right to appoint a member of the nomination committee, the Chairman of the Board
shall also be a member of the nomination committee. The nomination committee
shall itself appoint a chairman; the Chairman of the Board may not be the
chairman of the nomination committee. The nomination committee’s term shall run
until such time as a new nomination committee is elected. It is the job of the
nomination committee, ahead of the Annual General Meeting, to propose a Chairman
for the AGM, the number of Board members, a Chairman and other Board members
voted in by the AGM, fees and other remuneration to each of the Board members
voted in by the AGM and to members of the Board’s committees, the number of
auditors, the auditors, the auditors’ fees, election of a nomination committee
or a decision on principles for appointing a nomination committee, as well as
instructions for the nomination committee and remuneration for the nomination
committee’s members. Further, the nomination committee proposes that the Company
be responsible for reasonable costs associated with the nomination committee’s
assignment and that no remuneration be paid to the members of the nomination
committee.
The Board of Directors has presented the following proposals regarding items 10,
15, 17 (a)-(c), 18 (a)-(b):
Item 10: The Board of Directors proposes that the profit of SEK 990,635,650.71
at the disposal of the AGM be distributed such that a total amount of SEK
66,169,047.75, equivalent to SEK 3.25 per share giving entitlement to dividend,
be distributed to the shareholders and that SEK 924,466,602.96 be carried
forward. The Board of Directors proposes that April 28, 2016 be the record day.
If the AGM resolves in accordance with the proposal, the dividend is expected to
be distributed to the shareholders by Euroclear Sweden AB on May 3, 2016.
Item 15: The Board of Directors proposes that the AGM decide to adopt the
following guidelines for remuneration for senior management.
Remuneration for senior management
With the aim of being able to ensure the Company can recruit and retain
qualified senior managers, the Board of Directors proposes that the fundamental
principle be that salaries and other terms and conditions of employment shall be
adequate for the Group to constantly attract and retain competent senior
managers at a reasonable cost to the Company. Remuneration within the Group
shall therefore be based on the principles of performance, competitiveness and
fairness.
Salaries and other benefits: Remuneration for senior management shall comprise a
fixed salary in line with market conditions and based on the senior manager’s
responsibilities, expertise and performance. The remuneration shall be confirmed
each calendar year. In addition to a fixed salary, from time to time, a variable
pay forms may occur to be paid in cash. Such remuneration may amount to a
maximum of 60 percent of the annual fixed salary of the CEO, and a maximum of 40
percent of the annual fixed salaries of the senior managers. Bonuses shall
primarily be based on the performance of the whole Bulten Group or the
performance of the division or unit that the person in question is responsible
for. The performance shall relate to the fulfilment of various improvements or
attainment of certain financial targets. Performance objectives will be related
to growth, operating profit before goodwill amortization (EBITA) and parameters
related to capital turnover. The variable remuneration shall not be pensionable
or vacationable income. Furthermore, the senior managers shall be entitled to
the customary non-monetary benefits, such as health and medical insurance, a
company car and occupational healthcare.
Pension: Senior managers domiciled in Sweden may be offered a defined
contribution pension agreement based on premiums which amount to a maximum of 35
percent of the fixed salary on an annual basis, (in addition there are pension
benefits to which senior managers are entitled in accordance with ITP plans).
Senior managers domiciled outside of Sweden or who are domiciled in Sweden but
have a significant link to another country or have been domiciled in another
country may be offered pension solutions that are competitive in the country in
which the persons are or have been domiciled or to which they have a significant
link, primarily defined contribution solutions. Defined benefit pension
solutions shall always be avoided where possible.
Period of notice and severance pay: Senior managers domiciled in Sweden the main
rule for the employee and the employer is a notice period of six months. In some
cases, the notice period is longer at the termination of the company, with a
maximum of 12 months, and some cases the notice period is shorter for
termination by the employee, 4 months. Severance pay, in addition to salary
during the period of notice, shall be paid and, together with the fixed salary
during the period of notice, shall total a maximum of 18 months’ salary.
Personnel domiciled outside of Sweden or who are domiciled in Sweden but have a
significant link to another country or have been domiciled in another country
may be offered periods of notice and severance pay that are competitive in the
country in which the persons are or have been domiciled or to which they have a
significant link, primarily solutions equivalent to those for senior managers
domiciled in Sweden.
Incentive programs: Decisions on share and share-related incentive programs
targeted at senior managers shall be taken by the AGM. It shall be possible to
offer senior executives a similar incentive as that contained in the share
incentive scheme or share price incentive scheme, if such schemes shall prove to
be impractical for tax reasons in a country where a senior executive is
resident, or if such participation in the company’s assessment is not possible
at reasonable administrative cost or using reasonable economic resources.
Remuneration of Directors: If elected board members perform work that goes
beyond the Board's work, they should be able to receive a fee for such work.
Compensation should be adjusted to the conditions on the market and must be
approved by the Board.
The Board of Director’s decision-making: The Board of Directors’ remuneration
committee proposes and the Board of Directors decides on salaries and other
terms and conditions for the CEO, the Executive Vice President and the CFO, as
well as other personnel in the corporate management.
Deviation from guidelines: The Board shall be entitled to deviate from the
guidelines if in the individual case there is a special reason for the
deviation. In 2015 there were no deviations from the guidelines adopted at the
2015 Annual General Meeting concerning remuneration to senior executives.
Item 17 (a): The Board proposes that the Annual General Meeting decide to
introduce a long-term share-based incentive scheme 2016 (“the Scheme”). It is
proposed that the Scheme be directed at around 15 senior executives and key
individuals (“the Participants”), who are members of the Group’s executive
management team or wider Group management team.
Background and motivation: The overall purpose of the Scheme is to create an
increased personal owner commitment among Participants, which can be expected to
stimulate an increased interest for the business and for profit development. It
is also expected to facilitate the company’s ability to recruit and keep current
and future senior executives and other key individuals. The Scheme is part of an
overall competitive remuneration package. The Board considers therefore that the
offer is beneficial for the company and its shareholders.
The private investment and Matching Shares: The Scheme means that the
Participants shall invest in shares in the company (“Savings Shares”). The
investment shall correspond to a specific percentage of the Participant’s gross
base pay. The investment shall be at least 5 per cent and at most 15 per cent of
gross base pay. For each Savings Share, the Participant shall receive without
consideration one (1) share (“Matching Share”), on condition that the Savings
Shares have been acquired during the stipulated investment period, and are
thereafter retained throughout the full three-year qualification period, 20 May
2016 to 20 May 2019, and furthermore that the Participant shall be a permanent
employee of a company in the Bulten Group throughout the entire investment
period and qualification period.
Performance shares: In addition, Participants shall have the opportunity to
receive additional shares ("Performance Shares") without consideration.
Allocation of Matching Shares and Performance Shares is conditional on the
Participant having been a permanent employee of the Bulten Group throughout the
entire investment period and qualification period, and that during the
qualification period the Participant has kept all the Savings Shares that have
been acquired. The allocation per Participant is dependent on the Participant's
position and level of investment. For the CEO/President and CFO /Deputy
President it is proposed that the maximum number of Performance Shares shall be
four (4) shares per Savings Share. For other Participants it is proposed a
maximum of three (3) Performance Shares per Savings Share. To receive the
maximum allocation of Performance Shares, it is required that targets set by the
Board for growth in earnings per share, measured as an average over the period
2016-2018, are met. Allocation of shares shall be linear between the minimum and
maximum level, where the minimum level is an average annual increase of 10 per
cent and the maximum level is an annual average increase of around 20 per cent
or more.
Mandate for the Board: The Board is entitled to decide on the exact details of
the Scheme and if, in the judgment of the Board, the conditions for allocation
of Performance Shares are no longer reasonable, be entitled to make adjustments
to the Scheme.
Hedging measures, scope of the Scheme and costs: The Board proposes that the
repurchased shares shall be used to secure the supply of shares to the Scheme
and to cover social security costs associated with the Scheme. Based on an
assumption of full investment and a share price during the investment period of
SEK 72, this means around 40,000 Matching Shares and around 170,000 Performance
Shares. It is assumed that around 50,000 shares will be sold on the stock
exchange to cover social security costs. The maximum number of shares for the
Scheme and for the securing of social security costs connected with the Scheme
amounts to 300,000. As per the date of the notice of the 2016 Annual General
Meeting, the company holds 680,500 of its own shares, and further authorisation
for share buy-backs is proposed in item 18 (a) below.
The company has no outstanding incentive schemes from previous periods.
Assuming a share price of SEK 72 at the time of investment, that around 15
Participants take part, that each Participant invests the maximum amount allowed
in the Scheme and that all Savings Shares remain at the end of the Scheme, the
cost of the Scheme, as calculated in accordance with IFRS 2, will be around SEK
12.3 million. In addition there will be a cost concerning social security
contributions. With an assumed share price at the end of the Scheme of SEK 100
and otherwise assuming the conditions as above, the calculated social security
contributions shall amount to around SEK 3.5 million. If the share price at the
end of the Scheme is instead assumed to be SEK 125 the calculated social
security contributions shall amount to SEK 4.4 million.
Dilution: At full investment in shares at the start of the Scheme, the maximum
allocation of Matching Shares and Performance Shares shall amount, using current
assumptions, to the number of shares in the Scheme and the number of shares
needed to hedge the social security payments associated with the Scheme under
item 17 (c) below, a maximum of 300,000 shares, corresponding to a dilution
effect of around 1.5 per cent of the voting rights and number of shares.
Preparation of the proposal: The Board's proposal to propose to the AGM to
decide on approval of the Scheme as described above was taken at the Board
meeting on 23 March. The proposal has been prepared by the Board's Remuneration
Committee with the support of external advisors.
Item 17 (b): The Board proposes that the general meeting decides that the
company shall be entitled to transfer without consideration a maximum of 250,000
treasury shares, with deviation from shareholders' preferential rights, to the
Scheme’s Participants. The decision shall be enforced in accordance with the
terms stated in item 17 (a) of the above proposed Scheme, that is, in normal
circumstances between 20 May 2019 and 30 May 2019. The purpose of the proposal
and the reasons for the deviation from shareholders' preferential rights is to
be able to fulfil the company's obligations to the Participants under the
Scheme.
Item 17 (c): The Board proposes that the Meeting decides to authorize the Board,
during the period until the next Annual General Meeting, on one or more
occasions, to decide on the transfer of a maximum of 50,000 of its own shares on
the Nasdaq Stockholm exchange ("the Exchange") at a price within the prevailing
registered price interval. Transfer may be made only in cash. The aim is to
allow transfers to cover social security costs incurred in connection with the
transfer of shares to Participants in the Scheme.
Conditions for decision under item 17 (a) - (c). The Board's proposal concerning
the introduction of the Scheme in accordance with (a) and the hedging measures
in accordance with (b) and (c) are conditional upon each other.
Item 18 (a): The Board proposes that the Annual General Meeting authorize the
Board during the period until the next Annual General Meeting, on one or several
occasions, to decide on acquisitions of the company’s own shares on the Exchange
in the context of a price per share that is within, at any time, the registered
price range, or if the board assigns an exchange member to accumulate a specific
amount of shares in their own book for a certain time, at a price per share
within, at any time, the prevailing price interval or the volume weighted
average price. The maximum total purchase of shares shall be such that the
company's holding after the acquisition shall in total be no more than one tenth
of all shares in the company. Payment for the shares shall be made in cash. The
purpose of the authorization to acquire the company’s own shares is to give the
Board greater freedom of action and opportunity to continuously adapt the
company’s capital structure and thereby contribute to increased shareholder
value and enable the Board to utilise attractive acquisition opportunities by
fully or partly financing the acquisition of companies, business operations or
assets using the company’s own shares. The purpose furthermore, provided that
the Annual General Meeting has previously approved the Board's proposal, is to
ensure that the company can fulfil its obligations to Participants in the Scheme
in accordance with item 17 above, and to enable transfers of the company’s own
shares to cover costs associated with such a Scheme.
Item 18 (b): The Board proposes that the Annual General Meeting resolves to
authorize the Board during the period up to the next Annual General Meeting, on
one or more occasions, to decide on the sale of at most all of the company’s
holding of its own shares on the Exchange and/or in another way with or without
deviation from shareholders’ preferential rights and with or without conditions
concerning acquisition in kind, offsetting of receivables against the company or
other conditions. The Board proposes that transfers be made with deviation from
shareholders’ preferential rights concerning both the 680,500 shares held by the
company on the date of this notice and those shares acquired with support of the
general meeting’s decision in accordance with item 18 (a) above. Transfer of
shares on the Exchange shall only be made at a price per share that is within
the registered price range at the time and if transfer is made otherwise at a
price that corresponds to the price in money or value of received property that
corresponds to the share price at the time of transfer for the shares
transferred with deviation considered suitable by the Board. The possibility for
deviation from shareholders’ preferential rights in the transfer of the
company’s own shares and the reason for a transfer price is justified by the
fact that transfer of shares on the Exchange or other manner with deviation of
shareholders’ preferential rights can be done with greater speed, flexibility
and is more cost-effective than transfer to all shareholders. Furthermore the
purpose is to enable that the best possible terms can be secured for the company
while also giving the Board freedom of action in connection with the acquisition
of a company, operations or assets. If the company’s own shares are transferred
for a consideration in other form than money in connection with an agreement to
acquire a company, operations or assets the company cannot give shareholders the
possibility to exercise any form of preferential rights. The purpose of the
authorization to transfer the company’s own shares is to give the Board greater
freedom of action and opportunity to continuously adapt the company’s capital
structure and thereby contribute to increased shareholder value. Furthermore the
purpose is to enable the Board to utilise attractive acquisition opportunities
by fully or partly financing the acquisition of companies, business operations
or assets using the company’s own shares.
Item 19: The Board proposes that the Annual General Meeting decides to authorise
the Board, up to the time of the next Annual General Meeting, on one or more
occasions, 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.
The reason for the proposal and for deviating from shareholders’ preferential
rights and/or the possibility to decide on the issue with conditions concerning
acquisition in kind, offset or other conditions, 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, such as the acquisition of
companies, operations or assets for which payment in full or part shall be with
newly issued shares and/or enable the Board to quickly raise capital for such
acquisition. The issue will be on commercial terms. The number of shares to be
issued with such authorisation or which may arise through utilisation of options
and conversion of convertibles issued with the authorisation shall be a maximum
of 1,052,010 shares, corresponding to a dilution of approximately five percent
of all shares in the company at the date of this notice.
Number of shares and votes
At the time of issuing this notice, the total number of shares in the Company is
21,040,207. The Company has 680,500 own shares, which means that 20,359,707
shares are entitled to vote.
Majority Requirement
Decisions concerning item 17 (a)-(b) come under the provisions of Chapter 16 of
the Swedish Companies Act. For a decision to be valid it is required to be
supported by shareholders representing at least nine-tenths of the votes cast
and the shares represented at the meeting. For a decision to be valid concerning
the proposals under items 17 (c), 18 (a) - (b) and item 19 it is required that
each proposal be supported by shareholders representing at least two thirds of
both the votes and the shares represented.
AGM documents
The Annual Report and audit report for the 2015 financial year as well as the
Board of Directors’ complete proposals and related documents in accordance with
the Swedish Companies Act will be made available to the Company’s shareholders
at the above address and on the corporate website, www.bulten.com, from April 4,
2016 and documents relating to the proposed incentive program.
The nomination committee’s complete proposals for resolution, presentation of
proposed board, motivating statements regarding the proposal for the Board of
Directors, and report from the nomination committee’s work are available on the
corporate website.
All of the above documents will be sent free of charge to any shareholders who
send a request for a copy and state their address.
Right of request
Shareholders are informed of their right according to 7 chap. 32 § of the
Swedish Companies Act (2005:551) to request information at the AGM about
circumstances which could affect the assessment of a matter on the agenda and
circumstances that could affect the assessment of the Company and the Group’s
financial situation.
___________________________
Gothenburg, March 2016
Bulten AB (publ)
Board of Directors
For further information, please contact:
Kamilla Oresvärd, SVP Corporate Communications, Bulten
Helena Wennerström, EVP and CFO
Tel: + 46 31-749 59 00 e-mail: kamilla.oresvard@bulten.com
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 21:20 CET on March 23, 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. Bulten AB (publ):s share is listed on Nasdaq
Stockholm. Read more at
Notice to attend Annual General Meeting of Bulten AB (publ)
| Quelle: Bulten AB