Articles of association

THIS DOCUMENT IS AN UNOFFICIAL TRANSLATION OF THE SWEDISH VERSION. IN THE EVENT OF ANY DISCREPANCIES BETWEEN THE VERSIONS, THE SWEDISH SHALL PREVAIL.

Haldex Aktiebolag
Reg. No. 556010-1155


§ 1.

The registered name of the Company is Haldex Aktiebolag. The Company is a public company (publ).

§ 2.

The object of the company’s operations is to directly or through holdings of shares and participations in other companies conduct manufacturing and sales of products, preferable to the vehicle and transportation industries, and to conduct other activities related to those stipulated above, and to manage securities, real estate and chattels.

§ 3.

The registered office of the Board of Directors shall be in Landskrona, Skåne County.

§ 4.

The Company’s share capital shall amount to not less than SEK 110,539,925 and not more than SEK 442,159,700.

§ 5.

The number of shares in the Company shall be not less than 22,107,985 and not more than 88,431,940 shares.

§ 6.

In addition to those persons who pursuant to Swedish law may be appointed in a manner other than by the General Meeting, the Board of Directors shall consist of not fewer than three and not more than eight members plus not more than three deputy members.

§ 7.

For the purpose of examining the Company's annual report, financial statements and the administration of the Board of Directors and President, one registered accounting firm or two auditors plus two deputies shall be elected. 2(3)

§ 8.

The Company’s fiscal year shall be the calendar year.

§ 9.

Notice convening a General Meeting shall be published in the Swedish Official Gazette and on the company’s website. It shall be advertised in Dagens Nyheter that notice convening a General Meeting has been made. To be entitled to participate in the business of a General Meeting, shareholders shall be included in the transcript or other reproduction of the entire share register five weekdays prior to the Meeting and provide notification of their intention to attend the Meeting on the day stipulated in the notice convening the General Meeting. The latter mentioned day must not be a Sunday, any other public holiday, a Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and must not be more than the five weekdays prior to the Meeting.

§ 10.

The Annual General Meeting shall be held in Stockholm or Landskrona.

§ 11.

The Annual General Meeting shall be held annually prior to the end of June. The following items of business shall be addressed at the Meeting:

1. Opening of the Meeting and election of Chairman of the Meeting;

2. Preparation and approval of the list of shareholders entitled to vote at the Meeting;

3. Election of minute-checkers;

4. Determination of whether the Meeting has been duly convened;

5. Approval of the Agenda;

6. Presentation of the annual report and the auditors’ report and the consolidated financial statements and the auditors’ report on the consolidated financial statements;

7. Motions concerning

a. adoption of the income statement and balance sheet and the consolidated income statement and the consolidated balance sheet,

b. the discharge of the members of the Board of Directors and the President from liability,

c. the disposition to be made of the Company’s profits or losses as shown in the balance sheet adopted by the Meeting,

d. determination of record day for decided dividend;

 8. Determination of the number of Board members and deputy Board members to be appointed by the General Meeting;

9. Determination of the fees to be paid to the Board members elected by the Meeting;

10. Determination of the fees to be paid to the auditors;

11. Election of the Board members and deputy Board members and auditors and deputy auditors;

12. Other business to be addressed by the Meeting in accordance with the Swedish Companies Act.

§ 12.

The Company’s shares shall be registered in a central securities depository register pursuant to the Financial Instruments Accounts Act.

These Articles of Association have been adopted by the Annual General Meeting on 8 June 2011.