Bufab Group :Notice of Annual General Meeting of Bufab

Bufab Holding AB (publ) PRESS RELEASE, Värnamo April 3, 2014 The shareholders in Bufab Holding AB (publ) are hereby invited to attend the Annual General Meeting, which will be held on Monday May 5, 2014, at 2 p.m., at Gamla Gummifabrikens lokaler, Jönköpingsvägen 15/ Magasingatan, Värnamo. A. RIGHT TO ATTEND THE ANNUAL GENERAL MEETING Shareholders who intend to attend at the Annual General Meeting must: * firstly be registered in the register of shareholders as maintained by Euroclear Sweden AB on April 28, 2014, and * secondly notify the company of their intention to attend no later than April 28, 2014, by mail to Bufab Holding AB, Box 2266, 331 02 Värnamo, or by telephone at +46 370 696 900, or via e-mail at arsstamma@bufab.com and must include information of the number of assistants that will be attending. The notification should include the shareholder's name, personal or company registration number, address and telephone number. The data received will be computerized and used solely for the purpose of the Annual General Meeting 2014. For shareholders wishing to participate through an authorized representative, the company will provide proxy templates on the company's website, www.bufab.com. Shareholders participating through an authorized representative should submit the proxy to the above address prior to the date of the Annual General Meeting. Shareholders whose shares are registered in the names of bank or other nominees must temporarily register the shares in their own name in order to be entitled to attend the Annual General Meeting. To ensure that such registration is made by April 28, 2014 shareholders must inform the nominee well in advance of that date. At the time of the issue of this notice, the total number of shares in the company amounts to 38,110,533 shares corresponding to 38,110,533 votes in total. The company holds no shares at the same point in time. B. AGENDA ITEMS ON THE ANNUAL GENERAL MEETING Proposed agenda 1. Opening of the Annual General Meeting 2. Election of Chairman of the Meeting 3. Preparation and approval of the voting list 4. Approval of the agenda 5. Election of one or two persons to verify the minutes 6. Determination as to whether the Meeting has been duly convened 7. Presentation of the Annual Report and the Audit Report as well as the Consolidated Accounts and the Audit Report of the Group 8. Speech by the President 9. Resolution concerning a. adoption of the Profit and Loss Statement and the Balance Sheet as well as the Consolidated Profit and Loss Statement and the Consolidated Balance Sheet, b. disposition of the company's profit or loss pursuant to the adopted Balance Sheet c. discharge from liability of the directors and the president 10. Resolution on the number of directors and deputy directors 11. Resolution on the number of auditors and deputy auditors 12. Resolution on the remuneration to be paid to the board of directors and the auditors 13. Election of Directors and Chairman of the Board 14. Election of auditors and deputy auditors 15. Resolution regarding Nomination Committee 16. Resolution on principles for remuneration for the Group Management 17. Closing of the meeting C. RESOLUTION PROPOSALS Election of Chairman of the Meeting (item 2) Shareholders Bufab S.à.r.l., Lannebo funds and Carnegie funds ("Shareholders") representing 29.4 percent of the votes and the shares in the company have informed the Board of Directors that they propose that Sven-Olof Kulldorff is elected chairman of the Annual General Meeting. Disposition of the company's profit or loss (item 9b) The Board of Directors proposes no dividend for the financial year 2013. Determination of the number of Directors to be elected (item 10) Shareholders representing 29.4 percent of the votes and the shares in the company propose that the Board of Directors shall consist of seven (7) Board Members to be elected by the Meeting, and no deputies. Determination of the number of auditors and deputies to be elected (item 11) Shareholders representing 29.4 percent of the votes and the shares in the company propose that the Board of Directors shall appoint a registered public accounting firm as external auditor and that no deputies should be appointed. Determination of remuneration to the Directors and the Auditor (item 12) Shareholders representing 29.4 percent of the votes and the shares in the company propose * An unchanged Board remuneration of SEK 1 300 000 whereof SEK 350 000 to the Chairman of the Board and SEK 175 000 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 25 000 each. Shareholders representing 29.4 percent of the votes and the shares in the company has informed the Board that they propose that the auditor's fee shall be paid on the basis of approved invoice. Election of Directors and Chairman of the Board (item 13) Shareholders representing 29.4 percent of the votes and the shares in the company propose re-election of the Directors Sven-Olof Kulldorff, Hans Björstrand, Ulf Rosberg, Jörgen Rosengren, Adam Samuelsson, Johan Sjö and Gunnar Tindberg. Shareholders representing 29.4 percent of the votes and the shares propose that Sven-Olof Kulldorff is appointed Chairman of the Board. The proposed Board Members are presented in more detail on the company's website. Election of Auditor (item 14) Shareholder representing 29.4 percent of the votes and the shares in the company propose that a registered public accounting firm shall be appointed as external auditor and that Öhrlings PricewaterhouseCoopers AB is appointed up until the end of the Annual General Meeting 2015. Öhrlings PricewaterhouseCoopers AB has informed that, provided that the Annual General Meeting adopts the Shareholders proposal, the registered auditors- in-charge will be authorized public accountant Bror Frid. Resolution regarding Nomination Committee (item 15) Shareholders representing 29.4 percent of the votes and the shares in the company propose that the company should have a Nomination Committee and have proposed the tasks of the Nomination Committee. 1. The company shall have a Nomination Committee consisting of one representative of each of the four largest shareholders in the company with regard to the number of votes held, and after inquiry has expressed a wish to participate in the nomination committee work, together with the Chairman of the Board of Directors. The Names of the four representatives and the names of the shareholders they represent shall be announced at the company's website at the latest six months before the Annual General Meeting. The term of office for the Nomination Committee shall be for the period until a new Nomination Committee has been appointed. Unless the members of the Nomination Committee agree otherwise, the Chairman of the Nomination Committee shall be the member that represents the largest shareholder with regard to the number of votes held. 2. If during the term of office of the Nomination Committee, shareholder having appointed a representative to the Nomination Committee no longer is among the four largest shareholders with regard to the number of votes held, and after inquiry has expressed a wish to participate in the nomination committee work, the representative appointed by such shareholder shall resign and the shareholder who is among the four largest shareholders with regard to the number of votes held and after inquiry has expressed a wish to participate in the nomination committee work may appoint its representative. If there are only marginal changes in the number of votes held or if the change occurs later than three months before the Annual General Meeting, no changes shall be made in the composition of the Nomination Committee unless there are special circumstances. A shareholder who has appointed a representative as member of the Nomination Committee has the right to dismiss such member and appoint a new representative as member of the committee. Changes in the composition of the Nomination Committee shall be announced as soon as they have occurred. 3. The Nomination Committee shall prepare the below proposals to be submitted to the Annual General Meeting for resolution: a. Proposal regarding Chairman of the Annual General Meeting b. Proposal regarding number of Directors and Directors on the Board c. Proposal regarding Chairman of the Board of Directors d. Proposal to Directors' fees to each of the Directors elected by the Annual General Meeting and not employed by the company, distinguishing between the Chairman of the Board of Directors and other Members of the Board of Directors, and remuneration for committee work; stating the distribution between each member of the Board of Directors e. Proposal regarding auditor(s) (if applicable) f. Proposal regarding Auditor's fees, and g. To the extent deemed necessary, proposals for amendments to this instruction for the Nomination Committee 4. The Nomination Committee, when performing its duties, shall fulfil the tasks that rest upon the Nomination Committee under the Swedish Code on Corporate Governance including, i.a. to provide the company with certain information in order to enable the company to fulfil its disclosure obligation under the Code and for the company to, upon request of the Nomination Committee, provide personnel resources such as secretary function for the Nomination Committee to facilitate the work of the committee. If needed, the company shall also be able to pay reasonable costs for external consultants that the Nomination Committee deems necessary in order for the Committee to be able to fulfil its assignment. The members of the Nomination Committee receive no compensation from the company for their work. 5. This instruction is valid until other is decided on an Annual General Meeting. Resolution on principles for remuneration for the Group Management (item 16) The Board proposes guidelines for remuneration to senior executives with the following content: 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. D. NUMBER OF SHARES AND VOTES IN THE COMPANY The total number of shares in the company amounts to 38,110,533 where each share carries one vote. The information pertains to the circumstances as per the time of issuing this notice. E. RIGHT TO INFORMATION The Board of Directors and the CEO shall, upon request of a shareholder, and the Board deems this can be done without causing major harm to the company, inform about matters which might affect the assessment of an item on the agenda or about Bufab Holding AB's or its subsidiaries' financial situation or about Bufab Holding's relation to another Group entity in relation to the consolidated Annual Report. F. AVAILABLE DOCUMENTS The Annual Report and the Audit Report as well as the Board of Director's and the Shareholders' complete proposals pursuant to item 2 and 10-16 above will be available at the company, Bufab Holding AB (publ), Stenfalksvägen 1, 331 02 Värnamo and at the company's website; www.bufab.com, and will, on request, be sent to shareholders at the address given, as from April 14(th) 2014. Stockholm in April 2014 Bufab Holding AB (publ) THE BOARD OF DIRECTORS This information is in accordance with the Swedish Securities Market Act, the Swedish Financial Instruments Trading Act and/or the regulations of NASDAQ OMX Stockholm. The information was submitted for publication at April 3, 2014 at 08.00. About Bufab Bufab 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, washers,etc.). Bufab's customer offering, Global Parts Productivity(TM), aims to enhance the productivity of the customer's C-Parts value chain. Bufab was founded in 1977 in Småland, Sweden and has over time developed into an international company with operations in 23 countries. The company headquarted in Värnamo, has approximately 770 employees which are mainly active within sales, sourcing, quality and logistics. In 2013, Bufab's sales were MSEK 2 031 and the operating profit amounted to MSEK 201. Bufab is listed on NASDAQ OMX Stockholm, under the ticker "BUFAB". Please visit www.bufab.com for further information [HUG#1773725]