Present: In accordance with Appendix 1, stating the number of shares and votes for each shareholder entitled to vote.

Transcription

1 This is an office translation of the Swedish original version. In case of differences between the English translation and the Swedish original, the Swedish version shall prevail. Minutes from the Annual General Meeting of the Shareholders in Bufab Holding AB (publ), Re.No , (the Company ) on 5th of May 2015 in Gamla Gummifabrikens premises at Jönköpingsvägen 15/Magasingatan in Värnamo at 2 pm. Present: In accordance with Appendix 1, stating the number of shares and votes for each shareholder entitled to vote. In addition, it was noted that the following persons were present: Chairman of the board Sven-Olof Kulldorff, board members Hans Björstrand, Gunnar Tindberg, Adam Samuelsson, Ulf Rosberg, Johan Sjö, Chief Executive Officer and board member Jörgen Rosengren, the proposed board member Eva Nilsagård, Chief Financial Officer Thomas Ekström, Communications and IR Director Boel Sundvall, authorized auditors Bror Frid and Christer Johansson as well as the company secretary Anna-Lena Isaksson 1 The Chairman of the Board, Sven-Olof Kulldorff, opened the Annual General Meeting and welcomed all present shareholders. It was noted that the meeting allowed representatives from media and guests to be present at the meeting. In accordance with the proposal from the nomination committee, it was resolved to elect 2 Sven-Olof Kulldorff to Chairman of the meeting. It was noted that the Chairman Sven-Olof Kulldorff had requested Anna-Lena Isaksson to keep the minutes at the annual general meeting. It was noted that some institutional shareholders, Appendix 2a) and 2b), representing a minor

2 2 (13) part of the votes at the meeting had announced that they abstained from voting in relation to certain proposals, items 2-8 and voting against item It was resolved to approve the proposal set out in Appendix 1 to serve as the voting list for the meeting. 4 It was resolved to approve the agenda handed out today to the shareholders at the meeting and which was included in the notice to the meeting. The Annual General Meeting appointed Johan Wallin and Edin Paradzik to approve the minutes together with the Chairman. 5 6 It was noted that the notice to the Annual General Meeting had been published in Post- och Inrikes Tidningar (the Official Gazette) on 2 April 2015 as well as on the Company s website on 31 March An announcement that the notice had been published was made in Svenska Dagbladet on 2 April It was resolved to declare the meeting properly convened. 7 It was noted that the board of director s annual report for the parent company and the consolidated report and the auditor s report and consolidated auditors report regarding financial year 2014 had been available at the Company s office and at the Company s website as from three weeks before the Annual General Meeting and had been sent to shareholders who so requested. It has also been presented at the Annual General Meeting. The authorized auditor Bror Frid, PwC, outlined the audit process and presented the audit report for the Company.

3 3 (13) It was noted that the Annual report and the Consolidated report as well as the Auditors Report were duly presented to the meeting. The Annual Report and the Auditors Report are attached hereto as Appendix 3. Questions from the shareholders were answered by the board of directors and the authorized accountant responsible for the Company s audit. The Company s Chief Executive Officer, Jörgen Rosengren presented the Company and its business. 8 Questions from the shareholders were answered by the CEO and the Board to the extent possible without causing material damage to the Company. 9 a It was resolved to adopt the Profit and Loss Statement and the Balance Sheet as well as the Consolidated Profit and Loss Statement and the Consolidated Balance Sheet for the financial year b The Chairman presented the Board of Director s proposal for distribution of the Company s earnings. It was resolved in accordance with the proposal from the Board of Directors for the appropriation of the company s profits, meaning that the shareholders receive a dividend of SEK 1.50 per share, equivalent to SEK and that the remaining profit, SEK , being brought forward. 9 c It was resolved, in accordance with the auditors recommendation, that the directors of the board and the CEO should be discharged from liability for the administration during 2014.

4 4 (13) It was noted that directors of the board and the CEO for 2014 representing own and others shares did not participate in the resolution. 10 Johan Ståhl reported on the nomination committee s work during 2014/ The Chairman presented the regulations in the Company s articles of association regarding number of directors of the board and deputies. The number of directors of the board and deputies appointed at the Annual General Meeting last year was noted. The Chairman of the nomination committee, Johan Ståhl, presented the nomination committee s proposal concerning number of directors of the board and auditors, election of directors and auditor as well as board fees and auditor s fees in accordance with the proposal stipulated in the notice of 2 April It was resolved, in accordance with the proposal, that the Board shall consist of eight (8) directors without deputies, for the period until the end of next Annual General Meeting. 12 It was resolved, in accordance with the proposal, that for the period until the end of next Annual General Meeting a registered public accounting firm should be appointed as external auditor and that no deputies should be appointed. 13 It was resolved that the board remuneration shall in total be SEK of which SEK to the Chairman of the board and SEK to each of the other directors elected by the meeting and not employed by the Company. For work within the audit committee, it is proposed that the three members of the committee shall receive SEK each. It was resolved that the auditor s fee shall be paid on the basis of approved invoice. 14

5 5 (13) The proposed directors presented their respective assignments in other companies. It was resolved to re-elect the following directors for the period until the end of the next Annual General Meeting: Sven-Olof Kulldorff, Hans Björstrand, Jörgen Rosengren, Adam Samuelsson, Johan Sjö and Gunnar Tindberg. Johanna Hagelberg and Eva Nilsagård was elected new boardmembers for the period until the end of the next Annual General Meeting. It was noted that Ulf Rosberg has declined re-election. It was resolved to re-elect Sven- Olof Kulldorff as Chairman of the board. 15 It was resolved, for the period until the end of the Annual General Meeting 2016, to appoint the registered public accounting firm Öhrlings Price Waterhouse Coopers AB to the Company s auditor. It was noted that the registered auditor in-charge will be authorized public accountant Bror Frid. 16 The Chairman of the board presented the board s proposal regarding principles for remuneration for the Group Management. It was noted that the resolution proposal has been available at the Company s office and at the Company s website as from 2 April 2015 and had been without cost sent to shareholders who so requested. It was noted that the proposal has also been handed out at the meeting. It was resolved in accordance with the proposal regarding principles for remuneration for the Group Management, Appendix 4.

6 6 (13) 17 The Chairman presented the Board of Directors proposal to change the Company s Articles of Association, meaning that the firm is changed from Bufab Holding AB (publ) to Bufab AB (publ). The proposed Articles of Association were adopted, Appendix As no further items were addressed, the Chairman closed the meeting. At the minutes: Approved: Anna-Lena Isaksson Sven-Olof Kulldorff Johan Wallin Edin Paradzik

7 7 (13) Appendix 1 Voting List

8 8 (13) Appendix 2a) Shareholders abstain from voting in relation to certain items. BUFAB HOLDING AB F=For A=Abstain Shareholder Number of shares CANADIAN BROADCASTING CORPORATION PENSION PLAN A A A A A A A A A A Colonial First State Investments Limited A A A A A A A A A A NORGES BANK A F F F F F A A A A.. Item 1 Item 2 Item 3 Item 4 Item 5 Item 6 Item 7 Item 8 Item 10 Item 18 Total number of shares for Total number of shares abstain from voting

9 9 (13) Appendix 2b) Shareholders voting against certain items. Item 15 at the agenda - against: Shareholder Number of shares: Trust Fund Advisors International Group Trust 5254 Ullico Diversified International Equity Fund, L.P. 1 Ullico International Small Cap Fund, LP Total number of shares against: 63499

10 10 (13) Appendix 3 Annual Report

11 11 (13) Appendix 4 Resolution on principles for remuneration for the Group Management Guidelines for the remuneration of the CEO and other senior executives. Bufab strives to offer an overall compensation package capable of attracting and retaining qualified employees. The overall compensation package can comprise the components listed below. The company aims to offer a competitive fixed salary that reflects the responsibilities required by the position. The fixed salary is to be reviewed on an annual basis. The variable salary may not generally exceed 50 percent of fixed salary. The variable salary component is based on predetermined targets linked to Bufab s financial performance and is to be reviewed on an annual basis. The Board is to conduct an annual evaluation regarding whether or not to propose a long-term share-based incentive programme for senior executives and possible other employees at the Annual General Meeting. Senior executives may be offered tailored pension solutions. Pensions shall, to the extent possible, be defined-contribution plans. Other benefits may be offered, but shall not comprise a significant share of the overall compensation package. The maximum period of notice between the company and the president is 18 months. Other senior executives are subject to a shorter period of notice. In individual cases and under mitigating circumstances, the board has the right to deviate from the above remuneration guidelines. In the event of such a deviation, information pertaining thereto and the reason for the deviation must be presented at the next possible Annual General Meeting.

12 12 (13) Appendix 5 Articles of Association 1 Name The company s name is Bufab AB (publ). 2 Registered office The board of directors registered office shall be situated in Stockholm, Sweden. 3 Object of the company s business The object of the company s business is to, directly or indirectly, own and manage real property and other property, as well as to carry out other activities compatible therewith. 4 Share capital and shares The share capital shall be not less than SEK 500,000 and not more than SEK 2,000,000. The number of shares shall be not less than 34,823,920 and not more than 139,295, Euroclear company The company s shares shall be registered in a securities register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479). 6 Financial year The company s financial year shall be calendar year. 7 Board of directors The board of directors elected by the shareholders meeting shall consist of not less than three (3) members and not more than ten (10) members with not more than three (3) deputy members. 8 Auditor The company shall have not less than one (1) and not more than two (2) auditors and not more than two (2) deputy auditors. As auditor and, when applicable, deputy auditor, shall an authorised public accountant or a registered public accounting firm be elected. 9 Notice of shareholders meeting Notice of shareholders meeting shall be published in the Swedish Official Gazette and be kept available on the company s website. At the time of the notice, an announcement with information that the notice has been issued shall be published in Svenska Dagbladet. 10 Participation in shareholders meetings Shareholders who wish to participate in a shareholders meeting shall be registered as shareholders on a transcript of the entire share register as stipulated in Chapter 7, Section 28, third paragraph of the Swedish Companies Act (2005:551) that relates to the conditions prevailing five workdays prior to the meeting and shall also provide notification of their intention to attend the meeting no later than on the date stipulated in the notice convening the shareholders meeting. The latter mentioned day must not be a Sunday, any other public holiday, Saturday, Midsummer s Eve, Christmas Eve or New Year s Eve and must not be more than the fifth weekday prior to the meeting. If a shareholder wishes to be joined by

13 13 (13) counsel (not more than two counsels) at the shareholders meeting the number of counsels must be stated in the notice of participation. 11 Place for shareholders meeting Shareholders meeting shall be held in Stockholm or Värnamo, Sweden. 12 Business at shareholders meetings The following business shall be addressed at annual shareholders meetings: 1. election of a chairman of the meeting; 2. preparation and approval of the voting list; 3. approval of the agenda; 4. election of one or two persons who shall approve the minutes of the meeting; 5. determination of whether the meeting was duly convened; 6. submission of the annual report and the auditors report and, where applicable, the consolidated financial statements and the auditors report for the group; 7. resolutions regarding the adoption of the income statement and the balance sheet and, when applicable, the consolidated income statement and the consolidated balance sheet; 8. resolutions regarding allocation of the company s profits or losses in accordance with the adopted balance sheet; 9. resolutions regarding discharge of the members of the board of directors and the managing director from liability; 10. determination of the number of members and deputy members of the board of directors and, where applicable, the number of auditors and deputy auditors; 11. determination of fees for members of the board of directors and auditors; 12. election of the members of the board of directors and, where applicable, auditors and deputy auditors; 13. other matters, which rest upon the shareholders meeting according to the Swedish Companies Act or the company s articles of association. Articles of Association for Bufab AB (publ), corporate identification number , adopted at the Annual General Meeting 5 May 2015.