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2015-03-31

Bufab Group : Notice of the Annual General Meeting of Bufab Holding AB (publ)

Bufab Holding AB (publ)

PRESS RELEASE, Värnamo March 31, 2015

This is a translation of the Swedish original. In case of any discrepancies
between this translation and the Swedish original, the latter shall prevail.

The shareholders in Bufab Holding AB (publ) are hereby invited to attend the
Annual General Meeting, which will be held on Tuesday May 5, 2015, at 2 p.m.,
at Gamla Gummifabriken, 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 Euro
clear Sweden AB on April 28, 2015, and
* secondly notify the Company of their intention to attend no later than on
April 28, 2015, by mail to Bufab Holding AB, Box 2266, 331 02 Värnamo, or
by telephone at +46 370 69 69 00, or via e-mail 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
2015. 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 on April 28, 2015 shareholders must inform the nominee
well in advance of that date.

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 Resolutions regarding
10 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,

1 disposition of the Company's profit or loss pursuant to the adopted Balance
Sheet
2 discharge from liability of the directors and the President/CEO
3 Report on the work of the Nomination Committee
4 Resolution on the number of directors and deputy directors
5 Resolution on the number of auditors and deputy auditors
6 Resolution on the remuneration to be paid to the board of directors and the
auditors
7 Election of Directors and Chairman of the Board
8 Election of auditors and deputy auditors
9 Resolution on principles for remuneration for the Group Management
10 Amendment of the Articles of Association
11 Closing of the meeting

C. The Nomination Committee`s proposed resolutions with respect to items 2,
11-15 on the Agenda

The Annual General Meeting 2014 resolved that the principles for appointing
Nomination Committee shall be valid until further notice. According to these
principles the Chairman of the Board of Directors contacted the largest
shareholders and requested the four largest who accepted to take part of the
Nomination Committee appoint members who, together with the Chairman of the
Board of Directors, will constitute the Nomination Committee ahead of the
2015 Annual General Meeting.

The Nomination Committee consists of Sven-Olof Kulldorff (Chairman of the
Board of Directors), Johan Ståhl (appointed by Lannebo Fonder), Hans Hedström
(Carnegie Fonder), Magnus von Knorring (Fondita) and Johan Wallin
(Didner&Gerge Fonder). Johan Ståhl is the Chairman of the Nomination
Committee. The Nomination Committee, the members of which represent
approximately 23 percent of the votes and capital in the Company, has entered
the following proposals.

Election of Chairman of the Meeting (item 2)
The Chairman of the Board, Sven-Olof Kulldorff, is proposed as Chairman of the
Annual General Meeting.

Determination of the number of Directors to be elected (item 11)
The Nomination Committee's proposal is that the number of Board Members should
be increased with one (1) to comprise a total of eight (8) Board Members to
be elected by the Meeting, and no deputies.

Determination of the number of auditors and deputies to be elected (item 12)
The Nomination Committee's proposal is that a registered public accounting
firm will be appointed as external Auditor and that no deputies should be
appointed.

Determination of remuneration to the Directors and the Auditor (item 13)
The Nomination Committee's proposal is

* A remuneration of SEK 400,000 (350,000) to the Chairman of the Board and
SEK 200,000 (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 members shall
receive SEK 25,000 (25,000) each. No fees are payable for other committee
work.

The Nomination Committee's proposal results in total fees to the Board of
Directors of

SEK 1,675, 000 including the fees to three members of the Audit Committee. If
the Board of Directors decide to change the number of members in the Audit
Committee, the total fees to the Board of Directors will change.

Audit fees will be paid according to approved invoice.

Election of Directors and Chairman of the Board (item 14)
The Nomination Committee's proposal is re-election of the Directors Sven-Olof
Kulldorff, Hans Björstrand, Jörgen Rosengren, Adam Samuelsson, Johan Sjö and
Gunnar Tindberg. Ulf Rosberg has declined re-election.

As new members of the board is the proposal to elect Johanna Hagelberg and Eva
Nilsagård.

Johanna Hagelberg is born 1972 and holds an MSc Industrial
Engineering&Management, Linköping University and Cranfield University.
Currently, Johanna Hagelberg is EVP Sourcing at Stora Enso Oyj and has
previously been Chief Procurement Officer at Vattenfall, RSA Scandinavia and
NCC AB and has held senior positions within procurement in the automotive
industry.

Eva Nilsagård is born 1964 and holds a Master of Business Administration from
University of Gothenburg. Currently, Eva Nilsagård is SVP Strategy&Business
Development at Volvo Group Trucks Sales&Marketing EMEA and has previously
held different positions within Volvo, Vitrolife, AstraZeneca Group and SKF
primarily within finance and business development.

The proposal is 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 15)
The Nomination committee proposes that the Company shall appoint a registered
public accounting firm as external Auditor and that Öhrlings
PricewaterhouseCoopers AB is appointed up until the end of the AGM 2016.
Öhrlings PricewaterhouseCoopers AB has informed that, provided that the AGM
adopts the Shareholders propose, the registered auditors- in-charge will be
authorized public accountant Bror Frid.

D. The Board of Director's proposed resolutions with respect to items 9(b),
16-17 on the Agenda

Disposition of the Company's profit or loss pursuant to the adopted Balance
Sheet (item 9 b)
The Board of Directors proposes a dividend of SEK 1.50 per share,
corresponding to app. MSEK 57, to be paid to the shareholders and that the
remaining unappropriated earnings, app. MSEK 393, should be carried forward.

The Board of Director proposes 7 May 2015 as record date for the dividend.

If the Annual General Meeting resolves in accordance with the Board of
Directors' proposal, the
estimated date for payment of the dividend from Euro clear Sweden AB is 12 May
2015.

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.

Amendment of the Articles of Association (item 17)
The Board of Directors proposes that the company name is changed to Bufab AB
(publ) by amending paragraph § 1, of the Articles of Association. The amended
wording of § 1 will be:

1 § Name

The company's name is Bufab AB (publ).

For a valid resolution in accordance with the proposal above, a shareholder
majority of two thirds of the votes and two thirds of the shares represented
at the Annual General Meeting is required.

E. NUMBER OF SHARES AND VOTES IN THE COMPANY

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.

F. RIGHT TO INFORMATION

The Board of Directors and the CEO shall, upon request of ...

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