A. RIGHT TO ATTEND THE GENERAL MEETING
Shareholders who wish to attend the general meeting must
i. be recorded in the share register maintained by Euroclear Sweden AB, as of Thursday 26 April 2018; and
ii. notify Haldex of their intention to participate in the general meeting at the address: Haldex AB, Wiveca Kivi, P.O. Box 507, SE-261 24 Landskrona, Sweden, by telephone 0418-47 61 63 or by e-mail to email@example.com, by Thursday 26 April 2018 at the latest. On giving notice of attendance, the shareholder must state the shareholder’s name, address, telephone number and personal identity number or equivalent (corporate identity number).
Powers of attorney, certificates of registration and other authorisation documents must be available at the meeting, and should be provided to the company no later than 26 April 2018 to facilitate the entry at the meeting. A power of attorney must be presented in its original form. The power of attorney must not be older than one year, unless it is stated in the power of attorney that it is issued for a longer period of time (not more than five years). A proxy form is available on the company’s website, http://corporate.haldex.com/en/investors/corporate-governance/annual-general-meeting/2018
In order to participate in the annual general meeting, shareholders with nominee registered shares must request their bank or broker to have their shares owner-registered with Euroclear Sweden AB. Such registration must be made as of Thursday 26 April 2018, and the bank or broker should therefore be notified in good time before this date. The registration can be temporary.
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 whether the meeting has been properly convened.
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 auditor’s report on the consolidated financial statements.
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 2017; and
c. appropriation of the company’s profit according to the adopted balance sheet and determination of the record date for receipt of dividend.
9. Determination of the number of directors and auditors.
10. Determination of fees to the directors.
11. Determination of fees to the auditors.
12. Election of chairman, directors and auditor.
13. Resolution on the adoption of guidelines for remuneration to members of management.
14. Closing of the meeting.
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 dividend of 0.55 per share.
It is proposed that the record date for the dividend be 7 May 2018. If the general meeting resolves in accordance with the proposal, the dividend is expected to be distributed by Euroclear Sweden AB on 11 May 2018,
Proposal for election of the board of directors and the auditor and resolution on fees for the directors and the auditor (items 9 – 12 on the agenda)
In line with good market practice and on the basis that Haldex has informed ZF Friedrichshafen (“ZF”) that no nomination committee has been formed to present proposals to the 2018 annual general meeting, ZF, which is the largest shareholder in Haldex with a shareholding of around 20 per cent of the total number of shares and votes in the company, proposes that:
- the board of directors shall consist of five ordinary directors without any deputy directors;
- Ulf Ahlén, Jörgen Durban and Johan Giléus be re-elected, and that Helene Svahn and Ulrika Hagdahl be newly elected directors;
- Jörgen Durban be re-elected chairman of the board of directors; as well as
- the remuneration to directors elected by the general meeting for the period until the end of the annual general meeting 2019 be paid as follows: SEK 700,000 (SEK 831,000) to the chairman of the board of directors; SEK 300,000 (SEK 330,000) to each of the other directors who are not employed by the company; SEK 100,000 (unchanged) to the chairman of the audit committee and SEK 50,000 (unchanged) to each member of the audit committee. If the board of directors establishes a committee for new technology, remuneration of SEK 75,000 shall be paid to the chairman of the committee for new technology and SEK 75,000 to each member of the committee for new technology.
Helene Svahn is professor in nanobiotechnology at the Royal Institute of Technology, Sweden, and VP Research & Innovation, Permobil Group. Ms. Svahn also serves as board member of the Swedish Foundation of Strategic Research, the Nobel Center Foundation, Mindforce Labs, SwedNanoTech and Forskning & Framsteg.
Ulrika Hagdahl holds a M.Sc. in Engineering Physics, Royal Institute of Technology, Sweden, and is the founder, and previously CEO, of Orc Software AB. Ms. Hagdahl serves as board member of Beijer Electronics AB, HiQ International AB, Image Systems AB, Starbreeze AB and Sectra AB.
All of the proposed directors are deemed independent in relation to the company and the executive management, as well as in relation to the company’s large shareholders.
The audit committee proposes that a registered auditing firm be elected the company’s auditor. The audit committee proposes that Öhrlings PricewaterhouseCoopers AB be re-elected the company’s auditor for the period until the end of the annual general meeting 2019. Öhrlings PricewaterhouseCoopers AB has informed Haldex that it will appoint Bror Fridh as auditor-in-charge. The audit committee further proposes that remuneration to the auditor be paid according to approved invoice. On the basis that Haldex has informed ZF that no nomination committee has been formed, ZF has informed Haldex that ZF supports the above proposals by the audit committee.
Proposal for the adoption of guidelines for remuneration to members of management (item 13 on the agenda)
Haldex Aktiebolag has since several years established principles and forms for remuneration to members of management. The board of directors and its compensation committee resolve on the structures of remuneration systems, as well as levels and forms of remuneration to members of management. The board of directors proposes that the annual general meeting adopt the following guidelines for the establishment of remuneration to the managing director and other members of management. These guidelines will be valid for employment agreements entered into after the annual general meeting’s resolution and for changes made to existing agreements thereafter.
The board of directors is entitled to disapply the below guidelines if there are specific reasons in an individual case.
It is of fundamental importance to the company and its shareholders that the guidelines for remuneration to members of management within the group, in both a short and long term perspective, enable the group to attract and retain competent members of management and other employees. To achieve this it is important to sustain fair and internally balanced terms that are at the same time competitive on the market with respect to structure, scope and compensation levels.
The terms of employment for members of management shall consist of a balanced combination of fixed salary, annual bonus, long-term incentive program, pension and other benefits and terms for termination/severance payment.
The total annual cash remuneration, i.e. fixed salary, bonus and other long-term cash remuneration, shall be in accordance with market practice on the geographical market where the member of management operates. The total level of the compensation will be evaluated annually to ensure that it is in line with market practice for corresponding positions within the relevant geographical market.
The remuneration should be based on performance. It should therefore consist of a combination of fixed salary and bonus, where the variable remuneration forms a relatively substantial part of the total remuneration.
The annual report 2017 sets out details on the total remuneration and other benefits paid to the members of management during 2017.
Remuneration and remuneration forms
The remuneration system of the group consists of various forms of remuneration in order to create a well-balanced compensation that fosters and supports management and achievement of goals in both a short and long-term perspective.
The fixed remuneration shall be individually determined and shall be based on each individual’s responsibility and role as well as the individual’s competence and experience in the relevant position.
Members of management have an annual bonus that is payable on an annual basis. The annual bonus is structured as a variable part of the fixed salary. Bonus goals shall primarily be based on the outcomes of financial objectives for the entire group, financial goals for the business unit for which the member of management is responsible, as well as clearly defined individual goals with respect to specific assignments. The latter is to ensure that the member of management also focuses on non-financial targets of specific interest.
Bonus related financial objectives for the group shall be established by the board of directors annually in order to ensure that they are in line with the group’s business strategy and profit targets. On behalf of the board of directors, the compensation committee establishes the financial objectives for individual units proposed by the managing director.
The part of the total remuneration consisting of annual bonus varies depending on position and may amount up to 50 per cent of the fixed annual salary at full goal achievement. The bonus goals are constructed so that no bonus will be paid if a certain minimum performance level is not achieved.
Long term incentive program
In order to foster a long-term perspective in the decision-making and to ensure long-term achievement of goals, remuneration can also be made up of long-term incentive programs.
Long term incentive programs shall be subject to the achievement of defined and measureable targets and aim at making the company a more attractive employer, and contribute to the company’s ability to retain key employees within the group as well as to recruit new key employees.
Long term incentive programs that are share or share price related require approval by the general meeting, whereas other long term incentive programs may be implemented by the board of directors.
Provided that the general meeting resolves in accordance with the proposal for these guidelines for remuneration to members of management, the board of directors intends to implement a long term incentive program that is not share or share price related. The performance criterion for the program will be based on the return of capital employed over a period of not less than three years. The cash remuneration to participants, assuming the target is satisfied, shall not exceed 50 per cent of the participant’s fixed annual salary. The program may be a yearly recurring program.
When entering into new pension agreements with members of management who are entitled to pension, the pension shall be based on defined contribution plans. Members of management who are employed in Sweden retire by the age of 65 and other members of management in accordance with local regulations on pension. As a main principle, pension premiums are based solely on fixed salary. Certain adjustments may occur in individual cases in accordance with local market practice.
Other benefits, such as company car, compensation for healthcare and health and medical insurance etc., shall form a minor part of the total compensation and shall correspond to what may be deemed common market practice in each geographical market.
In addition to the above described remunerations, agreements on additional remunerations may be made in exceptional situations, for example when considered necessary to attract and retain key personnel or induce individuals to move to new places of service or accept new positions. Such special remunerations shall be limited in time and may not exceed 36 months. Further, such remuneration must not exceed an amount equivalent to two times the remuneration the individual would have received in the absence of an agreement on special remuneration.
Terms for dismissal and severance payment
The managing director and other members of management have a notice period of up to 12 months. Fixed salary during a period of notice and severance pay may not together exceed an amount equivalent to the individual’s fixed salary for two years. Upon termination of the employment, local practice on the geographical market where the member of management operates shall be complied with.
The financial statements and the auditor’s report, together with the auditor’s statement regarding whether the company has complied with the guidelines for remuneration to members of management in force since the last annual general meeting, the board of directors’ statement pursuant to Chapter 18, Section 4 of the Swedish Companies Act, as well as other decision making documentation, are available at the company and on the company’s website http://corporate.haldex.com/en/investors/corporate-governance/annual-general-meeting/2018 not later than three weeks prior to the meeting and will be sent to shareholders upon request. The documents 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 Wiveca Kivi, Haldex AB, P.O. Box 507, SE-261 24 Landskrona, Sweden.
Shares and votes
As per the day of this notice, the number of shares and votes in Haldex total 44,215,970. Haldex holds 11,705 shares in treasury as per the day of this notice.
Landskrona in April 2018
Haldex Aktiebolag (publ)
The board of directors
For further information, visit http://corporate.haldex.com or contact:
Jörgen Durban, Chairman of the board
Phone: +46 418 476163
Åke Bengtsson, President & CEO
Phone: +46 418 476150
Catharina Paulcén, SVP Corporate Communications
Phone: 46 418 476157
The information was submitted for publication by the Haldex media contact stated in the release on April 3, 2018 at 9.30 CEST.
This document is essentially a translation of Swedish language original thereof. In the event of any discrepancies between this translation and the original Swedish document the latter shall be deemed correct
With more than 100 years of intensely focused innovation, Haldex holds unrivaled expertise in brake systems and air suspension systems for heavy trucks, trailers and buses. We live and breathe our business delivering robust, technically superior solutions born from deep insight into our customers’ reality. By concentrating on our core competencies and following our strengths and passions, we combine both the operating speed and flexibility required by the market. Collaborative innovation is not only the essence of our products – it is also our philosophy. Our 2,200 employees, spread on four continents, are constantly challenging the conventional and strive to ensure that the products we deliver create unique value for our customers and all end-users. We are listed on the Nasdaq Stockholm Stock Exchange and have net sales of approximately 4.5 billion SEK.