Report from Haldex AB’s annual general meeting 2013
The AGM resolved, in accordance with the board’s proposal, on a dividend of 1 SEK per share. The record date was set to 30 April 2013, and the dividend is expected to be distributed by Euroclear Sweden AB on 6 May 2013.
Board of directors and auditors
The AGM re-elected Göran Carlson, Stefan Charette, Magnus Johansson, Arne Karlsson and Annika Sten Pärson and elected Staffan Jufors as director. The AGM re-appointed Göran Carlson as chairman of the board.
Fees to the board of directors will be unchanged. The chairman will receive SEK 500,000 and each of the other directors will receive SEK 200,000. In addition, consideration for committee work will be allocated unaltered 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. Auditor’s fees are to be paid on current account.
The AGM resolved that the nomination committee in the respect of the AGM 2014 shall have four members and shall consist of one representative each of the four largest shareholders by votes wishing to appoint such representative. The names of these four representatives and the names of the shareholders they represent, shall be announced no later than six months before the AGM and shall be based on the shareholdings immediately prior to the announcement. The instructions for the nomination committee was resolved to be in force until further notice.
Guidelines for remuneration of senior executives
The AGM resolved to adopt the guidelines for remuneration of senior executives as proposed by the board of directors.
Implementation of a new long-term incentive program LTI 2013
The AGM approved the boards proposal regarding the implementation of a new long-term incentive program, LTI 2013, and hedging arrangements in respect thereof by authorizing the board to enter into an equity swap agreement with a third party.
The program will be open to approximately 20 participants employed within the group, including the CEO. In brief, LTI 2013 means that if certain performance targets are achieved during the financial year 2013, the participants are awarded a variable remuneration, of which 60 % will be awarded in cash and 40 % will be awarded in the form of employee stock options. Each employee stock option carries a right to automatically and free of charge receive one ordinary share in Haldex during 2017. The performance targets are linked to the following key figures of the Haldex group; Operating Income Margin and Operating Cash Flow.
The term of LTI 2013 is four years, with vesting during 2013 and a succeeding three year lock-in period, after which allotment of any shares to the participants can occur. Settlement of any cash amount is expected to occur during the spring 2014.
Under the program, no more than 339,194 employee stock options can be allotted to the participants. The estimated maximum costs of LTI 2013 amounts to SEK 8.67 million.
As the required majority of more than nine tenths of the votes cast was not reached for the board’s main alternative to authorize the board to repurchase and transfer own shares to the participants in LTI 2013, the AGM resolved in accordance with the board’s second alternative to authorise the board of directors to enter into a swap agreement with third party to enable delivery of shares under the LTI 2013.
Acquisitions and transfers of own shares
In accordance with the board’s proposal, the AGM resolved to authorise the board to acquire and/or transfer own shares on one or more occasions until the AGM 2014.
Acquisition of the company’s own shares can be made on NASDAQ OMX Stockholm at a price within the applicable stock market share price range at the time of the acquisition, for the purpose of increasing the flexibility of the board in connection with potential future corporate acquisitions and to increase the board’s possibilities to continuously be able to adapt the company’s capital structure, thereby contributing to increased shareholder value. The company’s total holdings of own shares must not at any time exceed 10 per cent of the total number of shares in the company.
Transfer of own shares can be made either on NASDAQ OMX Stockholm or in any other manner, for the purpose of financing possible future corporate acquisitions, up to the number of own shares held by the company at the time of transfer. Transfer of own shares may be made with deviation from the shareholders’ preferential rights and shall be made at a price determined in close connection to the shares’ quoted price at the time of the board’s resolution on transfer.
Full details of each decision proposal can be downloaded from www.haldex.com
For further information, please contact:
Kristina Brink, Corporate Communications Manager / IR: +46 705 90 91 40
Haldex (www.haldex.com), headquartered in Landskrona, Sweden, is a provider of proprietary and innovative solutions to the global commercial vehicle industry, with focus on products in vehicles that enhance safety, environment and vehicle dynamics. Haldex is listed on the Nasdaq OMX Stockholm Stock Exchange and had net sales of approx 3.9 billion SEK in 2012. The number of employees amounts to about 2,200.
Haldex (www.haldex.com), headquartered in Landskrona, Sweden, is a provider of proprietary and Haldex AB (publ) is required to publish the above information under the Swedish Financial Instruments Trading Act. The information was submitted for publication at 19:00 CET on April 25, 2013.