May 5, 2011  | 
Press release

Annual General Meeting in Haldex AB (publ)

The shareholders of Haldex AB are hereby invited to attend the Annual General Meeting to be held at 4 p.m. CET on Wednesday 8 June 2011, in the IVA Conference Center, Grev Turegatan 16, 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, as of Tuesday 31 May 2011; 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, by telephone +46 8 545 049 50 or by e-mail to info@haldex.com, by Tuesday 31 May 2011 at the latest. On giving notice of attendance, the shareholder shall state the shareholder’s name, address, telephone number, personal identity number or equivalent (corporate identity number) and shareholdings. Proxies and representatives of a legal person shall submit documents of authorisation prior to the General Meeting. A proxy form will be available on the company’s website, www.haldex.com.

In order to participate in the Annual General Meeting, shareholders 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 Tuesday 31 May 2010, and the bank or broker should therefore be notified in due time before said date.

B.             AGENDA

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. The Managing Director’s report.
  7. Presentation of the annual report and the auditor’s report and the consolidated financial statements and the consolidated auditor’s report.
  8. Resolutions on

(a)         adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet;

(b)        discharge of the Board of Directors and the Managing Director from personal liability for the financial year 2010;

(c)         appropriation of the company’s profit according to the adopted balance sheet, including the distribution of the shares in Concentric AB;

(d)        determination of the record day for the decided distribution of profits.

  1. Determination of the number of Directors and deputy Directors.
  2. Determination of fees to the Directors (and, if applicable, deputy Directors).
  3. Determination of fees to the auditors.
  4. Election of Chairman and Directors of the Board (and, if applicable, deputy Directors).
  5. Resolution on the composition of the nomination committee, etc.
  6. Resolution on approval of guidelines for remuneration to senior executives.
  7. Resolution on

(a)         authorisation for the Board of Directors to resolve on acquisitions of own shares; and

(b)        authorisation for the Board of Directors to resolve on transfers of own shares in connection to corporate acquisitions.

  1. Resolution on amendment of the Articles of Association.

(a)         share split;

(b)        reduction of the share capital by redemption of shares; and

(c)         an increase of the share capital by way of a bonus issue.

  1. Resolution on reduction of the statutory reserve.
  2. Closing of the Meeting.

Proposal for election of chairman of the meeting (item 1 on the agenda)

The nomination committee, which was appointed in accordance with the resolution of the Annual General Meeting 2010, proposes that Biörn Riese shall be elected chairman of the Annual General Meeting 2011.

Proposal for appropriation of the company’s profit according to the adopted balance sheet (item 8 (c) on the agenda)

The Board of Directors proposes a cash dividend for the financial year 2010 of SEK 3 per share.

The Board of Directors further proposes that all shares in the wholly owned subsidiary Concentric AB are to be distributed, thus one share in Haldex entitles the owner to one share in Concentric AB.

Proposal for record date for dividend (item 8 (d) on the agenda)

As record date for the cash dividend the Board of Directors proposes Monday, 13 June 2011. Subject to the resolution by the General Meeting in accordance with this proposal, the cash dividend is expected to be distributed by Euroclear Sweden AB on Thursday, 16 June 2011.

The Board of Directors proposes that the Annual General Meeting resolves that the Board of Directors shall be authorised to determine the record date for the dividend of the shares in Concentric AB. However, the Board of Directors’ intention is to set the record date to Monday, 13 June 2011, thus the shares in Concentric AB are intended to be distributed by Euroclear Sweden AB on Thursday, 16 June 2011.

Proposal for election of the Board of Directors and resolution on fees for the Directors and auditors (items 912 on the agenda)

In accordance with the resolution of the Annual General Meeting 2010, Stefan Charette (Investment AB Öresund), Anders Algotsson (Afa Försäkring), Göran Carlson (Göran Carlson through companies) and Björn Cederlund (Unionen) were in October 2010 appointed members of the nomination committee before the Annual General Meeting 2011. The nomination committee, which by the end of April 2011 represented 24.95% per cent of the shares and votes in the company, proposes that the General Meeting resolves in accordance with the following:

The number of Directors is proposed to be seven, with no deputy Directors. The nomination committee proposes re-election of Göran Carlson, Stefan Charette, Arne Karlsson, Caroline Sundewall and Anders Thelin. Further, new election of C S Patel and Magnus Johansson is proposed; they are considered a valuable addition to the Board of Directors. Göran Carlson is proposed to be elected Chairman of the Board of Directors. Anders Böös, Lars-Göran Moberg and Cecilia Vieweg have declined re-election.

C S Patel has substantial experience from the vehicle industry as CEO of Anand Automotive Ltd. Anand, with a $700 million turnover, is a leading Indian manufacturer of products and systems for the vehicle industry. CS has formerly been employed by Ford Inc. in the United States as a business analyst.

Magnus Johansson is Senior Vice President of SKF and since January 2011 head of Group Demand Chain. Magnus has held a number of senior positions at SKF since 1981, being CEO of SKF China CO Ltd 2005 – 2009 and thereafter Senior Vice President responsible for Group Business Development and Government Relations.

Fees to the Directors for the period up to and including the Annual General Meeting 2012 shall be paid as follows: The Chairman of the Board of Directors shall receive SEK 450 000 and each of the other Directors shall receive SEK 175 000. In addition, consideration for committee work shall be allocated as follows: the Chairman of the audit committee SEK 100 000, each member of the audit committee SEK 50 000, the Chairman of the compensation committee SEK 50 000 and each member of the compensation committee SEK 25 000. Fees to the auditors in respect of services performed are proposed to be paid on current account.

Proposal for the composition of the nomination committee, etc. (item 13 on the agenda)

The nomination committee proposes that the General Meeting resolves in accordance with the following:

The nomination committee shall have four members and consist of one representative each of the four largest shareholders by votes. The names of these four representatives and the names of the shareholders they represent, shall be announced no later than six months before the Annual General Meeting 2012 and be based on the shareholdings immediately prior to such announcement. The members’ term of office shall end when a new nomination committee has been appointed. Provided that the members of the nomination committee do not agree otherwise, the member representing the largest shareholder by votes shall be appointed chairman of the nomination committee.

Should a shareholder that has appointed a member of the nomination committee, during the term of office of the nomination committee, no longer be one of the four largest shareholders by votes, the member that has been appointed by said shareholder shall resign from its assignment and the shareholder that at such time has become one of the four largest shareholders shall appoint its representative for the nomination committee. However, the composition of the nomination committee shall not be changed should the change in ownership only be marginal or should the change in ownership occur later than two months prior to the Annual General Meeting 2012. A shareholder that has appointed a member of the nomination committee shall during the term of office be entitled to replace such representative by a new member of the nomination committee.

The task of the nomination committee before the next Annual General Meeting shall include the preparation and establishment of proposals for election of the Chairman and other Directors of the Board, election of the chairman of the Annual General Meeting, election of auditor (if applicable) and resolution on fees to the Chairman, other Directors of the Board and the auditor, as well as other matters in connection thereto.

Proposal for resolution on approval of guidelines for remuneration to senior executives (item 14 on the agenda)

The remuneration to the Managing Director and other senior executives shall consist of a balanced combination of fixed remuneration, annual bonus, long-term incentive program, pension and other benefits and conditions of termination of employment/severance payment. The total remuneration shall be in accordance with market practice and shall be based on performance. The fixed remuneration shall be individually determined and be based on each individual’s responsibility, role, competence and position. The annual bonus shall be based on outcomes of predetermined financial and individual objectives and amount to a maximum of 30–50 per cent of the fixed annual salary. In extraordinary situations a special compensation may be paid out to attract and retain key competence or to induce individuals to move to new locations of service or accept new positions. Such compensation may not be paid out for a period longer than 36 months and may not exceed a total maximum of two times the compensation the executive would otherwise have received. The Board of Directors may propose the General Meeting to resolve on long-term incentive programs. Pension benefits shall be based on defined contribution plans and shall (for Swedish employees) entitle to pension by the age of 65. Upon termination by the company, the notice period for the Managing Director is 12 months and for other senior executives 6 months. In addition hereto, when entering into new employment contracts, agreement may be made on severance pay up to a maximum amount corresponding to 12 months’ fixed salary. The Board of Directors shall be entitled to deviate from the guidelines if there are specific reasons or needs in an individual case.

Proposals concerning authorisations to acquire and transfer own shares (items 15 (a)(b) on the agenda)

Proposal for resolution on authorisation for the Board of Directors to resolve on acquisitions of own shares (item 15 (a) on the agenda)

The Board of Directors proposes that the Annual General Meeting authorises the Board to resolve on repurchase of own shares on one or several occasions during the period up to the Annual General Meeting 2012 in accordance with the following:

  • acquisition of own shares shall be made on NASDAQ OMX Stockholm;
  • acquisition of own shares shall be made in cash and at a price within the applicable stock market share price range at the time of the acquisition.

The reasons for the proposed authorisation to repurchase own shares are to enable share transfers in accordance with the Board’s proposal under 15 (b) below and, hence, to increase the flexibility of the Board in connection to potential future corporate acquisitions, as well as to in the future be able to cover costs and secure delivery of shares in accordance with LTI 2010.

Proposal for resolution on authorisation for the Board of Directors to resolve on transfers of own shares in connection to corporate acquisitions (item 15 (b) on the agenda)

The Board of Directors proposes that the Annual General Meeting authorises the Board to resolve on transfer of own shares on one or several occasions during the period up to the Annual General Meeting 2012 in accordance with the following:

  • transfer of own shares shall be made either on NASDAQ OMX Stockholm or in another manner;
  • transfer of own shares may be made with deviation from the shareholders’ preferential rights;
  • the maximum number of shares that may be transferred shall be the total number of own shares held by the company at the time of the Board’s resolution to transfer the shares;
  • transfer of shares shall be made at a price that shall be determined in close connection with the shares’ quoted price at the time of the Board’s resolution to transfer the shares;
  • payment for the transferred shares may be made in cash, by contribution in kind or by set-off.

The reasons for the proposed transfer and for a potential deviation from the shareholders’ preferential rights are to increase the flexibility of the Board in connection to potential future corporate acquisitions, by facilitating a fast and cost efficient financing thereof.

Resolutions passed by the Annual General Meeting in accordance with the Board’s proposal under the items 15 (a) – (b) above are valid only when supported by shareholders holding at least two thirds of the votes cast as well as of the shares represented at the meeting.

Proposal for resolution on amendment of the Articles of Association (item 16 on the agenda)

The Board of Directors proposes that the Annual General Meeting resolves to amend the Articles of Association as set forth below, inter alia for the purposes of adapting the Articles of Association to the new provisions in the Swedish Companies Act that entered into force 1 January 2011, adapting the Articles of Association to the implemented reorganisation and to enable the Board’s proposal for redemption of shares.

Current wording Proposed wording
§ 3.
The registered office of the Board of Directors shall be in Stockholm, Stockholm County. 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 fifty seven million Swedish kronor (SEK 57,000,000) and not more than two hundred twenty eight million Swedish kronor (SEK 228,000,000). 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 11,400,000 and not more than 45,600,000 shares. The number of shares in the Company shall be not less than 22,107,985 and not more than 88,431,940 shares.
§ 7.
For the purpose of examining the Company's annual report, financial statements and the administration of the Board of Directors and President, two auditors plus two deputies shall be elected. 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.
§ 9.
Notice of a Meeting of Shareholders shall be made by an announcement published in Post- och Inrikes Tidningar as well as in Dagens Nyheter not earlier than six weeks and not later than four weeks prior to the Meeting. 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 not later than 12 noon 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. 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, Örebro or Landskrona. The Annual General Meeting shall be held in Stockholm or Landskrona.


§ 11, item 11
Election of the Board members and deputy Board members and, when appropriate, auditors and deputy auditors; Election of the Board members and dep-uty Board members and auditors and deputy auditors;

A resolution passed by the Annual General Meeting in accordance with the Board’s proposal under this item is valid only when supported by shareholders holding at least two thirds of the votes cast as well as the shares represented at the meeting.

Proposals concerning redemption of shares (items 17 (a)(c) on the agenda)

In light of the group’s strong cash flow and balance sheet after the sale of the Traction Systems Division the Board of Directors proposes that the Annual General Meeting resolves on a mandatory redemption of shares, under which each share will be divided into two shares (share split 2:1), each with a quota value of SEK 2.50, of which one share is to be redeemed at SEK 30 and, as a result, in total SEK 1,326,479,100 will be distributed to the shareholders. In addition, the Board of Directors proposes that a bonus issue be implemented by a transfer of SEK 110,539,925 from the company’s non-restricted equity to the share capital. Hence, the Board proposes that the Annual General Meeting resolves in accordance with the following proposals.

Proposal for a resolution on a share split (item 17 (a) on the agenda)

The Board of Directors proposes that the quota value (the share capital divided by the number of shares) is amended by way of a so called share split, so that each share be divided into two shares, one of which shall be named redemption share in the Euroclear system and be redeemed in the manner stated under item 17 (b) below. The record date at Euroclear Sweden AB for implementation of the share split is set to 4 July 2011. After the implementation of the share split the number of outstanding shares in the company will increase from 44,215,970 shares to 88,431,940 shares, each share with a quota value of SEK 2.50.

Proposal for a resolution on a reduction of the share capital by redemption of shares (item 17 (b) on the agenda)

The Board of Directors proposes that the Annual General Meeting resolves that the share capital be reduced by SEK 110,539,925 (the reduction amount) through redemption of 44,215,970 shares with repayment to the shareholders, each with a quota value of SEK 2.50 after implementation of the share split. The shares that are to be redeemed are the shares which, after implementation of the share split pursuant to item 17 (a) above, are named redemption shares in the Euroclear system, whereby the record date for the right to receive redemption shares according to item 17 (a) above is to be 4 July 2011. The record date for the right to receive the redemption amount is to be on or around 25 July 2011.

For each redeemed share a redemption price of SEK 30 shall be paid in cash, of which SEK 27.50 exceeds the quota value of the share. Accordingly, the total redemption amount will be SEK 1,326,479,100. Thus, an amount of, in total, SEK 1,215,939,175 will be distributed by use of the company’s non-restricted equity in addition to the reduction amount. Payment for the redeemed shares shall be made as early as possible, however not later than ten banking days after the Swedish Companies Registration Office’s registration of all resolutions pursuant to items 17 (a) – (c).

Pursuant to the reduction of the company’s share capital described above, the company’s share capital decreases from SEK 221,079,850 to SEK 110,539,925, divided into 44,215,970 shares, each share with a quota value of SEK 2.50.

Proposal for a resolution on an increase of the share capital by way of a bonus issue (item 17 (c) on the agenda)

The Board of Directors further proposes that the Annual General Meeting resolves that the company’s share capital be increased by SEK 110,539,925 by way of a bonus issue, meaning that SEK 110,539,925 shall be transferred to the share capital from the non-restricted equity. No new shares shall be issued in connection with the increase of the share capital.

Pursuant to the bonus issue described above, the company’s share capital increases from SEK 110,539,925 to SEK 221,079,850 divided into, in total, 44,215,970 shares, each with a quota value of SEK 5.

Resolutions by the Annual General Meeting pursuant to items 17 (a) – (c) above shall be adopted as one single resolution. A resolution passed by the Annual General Meeting in accordance with the Board’s proposal under this item is valid only when supported by shareholders holding at least two thirds of the votes cast as well as the shares represented at the meeting.

Proposal for a resolution on a reduction of the statutory reserve (item 18 on the agenda)

The Board of Directors proposes that the company’s statutory reserve, which amounted to SEK 454,697,762 as of 31 December 2010, is to be reduced with SEK 454,697,762 for transfer to a fund to be used pursuant to resolutions adopted by future General Meetings. When the reduction has been executed, the statutory reserve is completely dissolved. The resolution is conditional upon that the Swedish Companies Registration Office, or, in case of a dispute, the general court, permits the reduction of the statutory reserve

C.             MISCELLANEOUS

Documents

The accounts and the auditor’s report, together with the auditor’s statement regarding whether the company has complied with the guidelines for remuneration to senior executives in force since the last Annual General Meeting, will be available at the company and on the company’s website www.haldex.com as from Wednesday 18 May 2011 and will be sent to shareholders upon request. Copies of the complete proposals of the Board of Directors will be available at the company and on the company’s website www.haldex.com as from Wednesday 18 May 2011 and will be sent to the shareholders upon request. The accounts and the auditor’s report together with the auditor’s statement as set out above, as well as the Board’s complete proposals, will also be available at the Annual General Meeting.

Information at the Annual General Meeting

The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda, circumstances that can affect the assessment of the company’s or its subsidiaries’ financial situation and the company’s relation to other companies within the group. Shareholders requiring to submit questions in advance may send them to Anette Sundin, Haldex AB, P.O. Box 7200, SE-103 88 Stockholm, Sweden.

Shares and votes

As per the day of this notice, the number of shares and votes in Haldex totals 44,215,970. Haldex holds 10,000 own shares as per 5 May 2011. Shares held by Haldex may not be voted for at the Annual General Meeting.

Stockholm in May 2011
Haldex Aktiebolag (publ)
The Board of Directors