The shareholders of Haldex AB are hereby invited to attend the Extraordinary General Meeting to be held at 11.00 a.m. CET on Tuesday 24 November 2009, at Mannheimer Swartling Advokatbyrå, Norrlandsgatan 21 in Stockholm.
A. NOTICE OF ATTENDANCE
Shareholders who wish to attend the General Meeting must
(i) be recorded in the share register maintained by Euroclear Sweden AB (previously VPC AB), as of Wednesday 18 November 2009, and
(ii) notify Haldex of their intention to participate in the General Meeting at the address: Haldex AB, P.O. Box 7200, SE-103 88 Stockholm, Sweden, or by telephone +46 8 545 049 50 or by e-mail to email@example.com, by noon CET on Thursday 19 November 2009 at the latest. On giving notice of attendance, the shareholder shall state name, address, telephone number, personal identity number or equivalent (corporate identity number) and shareholdings. Proxy and representative of a legal person shall submit papers of authorization prior to the General Meeting. A proxy form will be available on the company’s website, www.haldex.com (pdf).
In order to participate in the proceedings of the General Meeting, owners with nominee registered shares must request their bank or broker to have their shares temporarily owner-registered with Euroclear Sweden AB. Such registration must be made as of Wednesday
18 November 2009, and the bank or broker should therefore be notified in due time before the said date.
As per the record day of the General Meeting, the number of shares and votes in Haldex will total 22,296,220. Haldex holds 376,470 own shares as per 22 October 2009. Shares held by Haldex may not be voted for on the General Meeting.
PROPOSAL FOR AGENDA
1. Opening of the Meeting and election of Chairman of the Meeting.
2. Drawing up and approval of the voting list.
3. Election of two persons to approve the minutes.
4. Determination of compliance with the rules of convocation.
5. Approval of the agenda.
6. Approval of the resolution by the Board of Directors on a new share issue.
7. Closing of the Meeting.
APPROVAL OF THE RESOLUTION BY THE BOARD OF DIRECTORS ON A NEW SHARE ISSUE (ITEM 6 ON THE AGENDA)
The Board of Directors proposes that the General Meeting approves the resolution by the Board of Directors on 22 October 2009 to increase the company’s share capital by a maximum of SEK 109,598,750 through the issuance of not more than 21,919,750 new shares. The subscription price shall be SEK 23 per new share. The company’s shareholders shall have preferential right to subscribe for new shares, whereby one existing share shall entitle to subscription for one new share. Record date for participation in the new share issue with preferential right shall be
27 November 2009.
In the event that not all shares are subscribed for by exercise of subscription rights, the Board shall resolve on allotment, within the maximum amount of the new share issue, of shares subscribed for without subscription rights in accordance, whereby allotment shall firstly be made to those who have also subscribed for shares by exercise of subscription rights, regardless of whether they were shareholders on the record date or not, in proportion to the number of subscription rights that each one has exercised for subscription, and allotment shall secondly be made to others who have subscribed for shares without subscription rights, in proportion to the number of shares that each one has subscribed for.
Subscription for shares shall be carried out during the period as from 1 December up to and including 16 December 2009, or such later date as the Board of Directors may decide. Subscription for shares by exercise of subscription rights shall be made through simultaneous cash payment. Subscription without subscription rights shall be made on a separate subscription list and be paid in cash within three (3) banking days from the dispatch of allotment notification to the subscriber. The new shares shall entitle to dividend as from the first record date for dividend to occur after the registration of the new share issue with the Swedish Companies Registration Office.
C. AVAILABLE DOCUMENTS
The complete resolution by the Board of Directors with respect to item 6 on the agenda together with documents pursuant to Chapter 13, section 6 of the Swedish Companies Act will be available at the company and on the company’s website, www.haldex.com, as from Tuesday
10 November 2009 at the latest and will be sent to shareholders who so request. Copies will also be available at the General Meeting.
Stockholm in October 2009
The Board of Directors of Haldex AB (publ)