Remuneration

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    Fees and other remuneration to the members of the board of directors, including the chairman, are resolved by the Annual General Meeting (AGM). At the AGM held on 25 April 2024, it was resolved that the Chairman be paid SEK 830,000 (650,000) and that the other non-executive members be paid SEK 350,000 (290,000). For work on the Audit Committee, it was resolved that SEK 130,000 (120,000) would be paid to the Chairman and SEK 65,000 (60,000) to each of the other members, and for work on the Remuneration Committee, SEK 30,000 (25,000) to each of the members.

    The guidelines for remuneration to the CEO and other senior executives were adopted at the AGM on 25 April 2024.

    Bufab strives to offer total remuneration that will attract and retain qualified employees. The total remuneration may include the components described below.

    Fixed salary is to be market-based and must reflect the responsibility that the work involves. The fixed salary is to be revised annually. The variable cash remuneration shall amount to a maximum of 75 percent of the total fixed annual cash salary for the CEO and a maximum of 50 percent of the total fixed annual cash salary for the other senior executives.

    The variable remuneration is to be based on established and measurable criteria, designed to promote the company’s long-term value creation, and is to be revised annually. The Board is to annually evaluate whether or not a longterm share-based incentive programme for senior executives and any other employees is to be proposed to the AGM.

    Senior executives may be offered individual pension solutions. The pensions are, as far as possible, to be defined contribution.

    Other benefits may be provided but are not to constitute a significant portion of the total remuneration.

    The notice of termination between the company and the CEO is a maximum of 18 months. Other senior executives are to have a shorter notice of termination period.

    The Board is entitled, in individual cases and if there are specific reasons, to deviate from the above guidelines for remuneration. Should such deviation occur, information about this and the reason must be reported at the next AGM.

    The 2024 Annual General Meeting resolved to adopt a longterm share-based incentive programme based on call options, comprising the CEO, senior executives and other key employees within the Group. The programme comprises a maximum of 210,000 call options, corresponding to approximately 0.6 percent of the total number of shares in the company.

    The purchase price for the call options is to correspond to the market value of the options at the date of transfer. Each call option entitles the holder to acquire one share in Bufab during the period 15 May 2027–15 November 2027. The purchase price per share when redeeming call options is to correspond to 115 percent of the volume-weighted average price paid for the company’s share on Nasdaq Stockholm during the five trading days occurring prior to the Board’s decision on allocation of call options.

    The allocation of call options is to use the market-based value on the date of the transfer using an external independent valuation, by applying the Black & Scholes pricing model.

    The Remuneration Committee is to prepare matters concerning remuneration principles, and remuneration and other employment terms for the CEO and senior executives. The Remuneration Committee is to comprise a minimum of two members. The Board appoints Committee members every year at the statutory Board meeting or when a Committee member needs to be replaced. The Board also adopts an instruction for the Committee’s work at the statutory meeting.

    Remuneration Committee:
    • Bengt Liljedahl (Chairman)
    • Anna Liljedahl
    • Bertil Persson