Notice of annual general meeting in Haldex Aktiebolag
The shareholders of Haldex Aktiebolag (publ) are hereby invited to attend the annual general meeting to be held at 14.00 CEST (note, new time) on Thursday 9 May 2019, at Hotell Öresund, Sofia Albertinas plats 5, Landskrona, Sweden.
A. RIGHT TO ATTEND THE GENERAL MEETING
Shareholders who wish to attend the general meeting must
i. be included in its own name in the share register maintained by Euroclear Sweden AB, as of Friday 3 May 2019, and
ii. notify the company of its intention to participate in the general meeting at the address: Haldex AB, Wiveca Kivi, P.O. 507, SE-261 24 Landskrona, Sweden, by telephone 0418-47 61 63 or by e-mail to firstname.lastname@example.org, by Friday 3 May 2019 at the latest. On giving notice of the attendance, the shareholder must state the shareholder’s name, address, telephone number and personal identity number (or corporate identity number) and where applicable, the representative or advisors (not more than 2).
Powers of attorney, certificates of registration and other authorization documents must be available at the general meeting, and is preferably provided to the company no later than Friday 3 May 2019 to facilitate the entry at the general 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.
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 Friday 3 May 2019, 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 general meeting and election of chairman of the general meeting.
2. Drawing up and approval of the voting list.
3. Election of two persons to attest the minutes.
4. Determination of whether the general meeting has been properly convened.
5. Approval of the agenda.
6. The managing director’s report.
7. Resolution on authorization for the board of directors to decide on issue of shares.
8. Presentation of the annual report and the audit report and the consolidated financial statements and the audit report on the consolidated financial statements.
9. Resolutions on
a. adoption of the profit and loss account and the balance sheet and the consolidated profit and loss account and the consolidated balance sheet,
b. discharge of liability for members of the board of directors and the managing director the financial year 2018, and
c. allocation of the company’s profit according to the adopted balance sheet and determination of the record date for receipt of dividend.
10. Determination of the number of directors and auditors.
11. Determination of fees to the directors.
12. Determination of fees to the auditors.
13. Election of chairman, directors and auditor.
14. Resolution on the board of directors’ proposal to guidelines for remuneration to members of the executive management.
15. Closing of the general meeting.
The board of directors’ proposal to authorize the board of directors to decide on issue of shares (item 7)
The board of directors proposes that the general meeting authorizes the board of directors to, on one or more occasions until the annual general meeting 2020, decide on issue of shares corresponding to maximum ten per cent of the total amount of outstanding shares in the company at the time of the general meeting.
Share issues may be made with preferential rights for the shareholders and/or as a directed issue with deviation from the shareholders’ preferential rights, and against payment in cash, with provision stating payment with non-cash consideration or set-off.
The purpose of the authorization, and the reason for the possible deviation from the shareholders’ preferential rights, is to enable the company to procure capital in accordance with an accelerated time schedule to complete potential acquisitions and other strategic options as they occur and according to the company’s strategy.
Upon issues of shares with deviation from the shareholders’ preferential rights, the share issues shall be made on market terms and conditions.
The managing director or such other person appointed by the managing director shall be authorized to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office.
Proposal for allocation of the company’s profit according to the adopted balance sheet (item 9c)
The board of directors proposes the general meeting to decide on a dividend of SEK 1.15 per share.
The board of directors proposes the record date for the dividend to be 13 May 2019. If the general meeting approves the proposal, dividend payments are estimated to be distributed by Euroclear Sweden AB on 16 May 2019.
Proposal for election of the board of directors and the auditor and resolution on fees for the directors and the auditor (items 10-13)
Complete proposals regarding election of directors (including chairman), auditor and determination of fees to the directors and the auditor will be presented at the general meeting at the latest.
The board of directors’ proposal regarding guidelines for remuneration to members of the executive management (item 14)
The board of directors proposes the general meeting to adopt the following guidelines for remuneration to the members of executive management. Remuneration and other terms of employment for members of the executive management within the group shall be balanced, in accordance with market practice and competitive on the geographical market where the member of the executive management operates, with respect to structure, scope and compensation levels. The reason for this is to both in a short- and long-term perspective enable the group to attract and retain competent members of the executive management and other employees.
The total remuneration to the members of the executive management shall consist of a balanced combination of fixed salary, variable remuneration, long-term incentive program, pension and other benefits and terms for termination/severance payment. The variable remuneration and the long-term incentive program are based on individual performances and shall be connected to predetermined and measurable criteria and each of the programs shall never exceed 50 per cent of the fixed salary upon full goal achievement.
Pension benefits shall be based on defined contribution plans and as main principle be paid in accordance with pension rules in each country. 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. Fixed salary during a period of notice (up to 12 months for the managing director and other members of the executive management) and severance pay are together not to exceed an amount equivalent to the individual’s fixed salary for two years.
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 deviate from the above guidelines if there are particular reasons for doing so in an individual case.
The financial statement and the auditor’s report, the board of directors’ statement pursuant to Chapter 18, Section 4 of the Swedish Companies Act (2005:551), on proposal for distribution of profits, the complete proposals for resolutions, the auditor’s statement pursuant to Chapter 8, Section 54 of the Swedish Companies Act , as well as other documents, will be available at the company’s office in Landskrona and on the company’s website http://corporate.haldex.com no later than three weeks prior to the general meeting and will be sent upon request to shareholders stating their address. The documents will also be available at the general meeting.
Right to request information
Shareholders attending the general meeting have the right to request information according to Chapter 7, Section 32 of the Swedish Companies Act. Shareholders who wish to submit questions in advance may send them to Wiveca Kivi, Haldex AB, P.O 507, SE-261 24 Landskrona, Sweden.
Shares and votes
As per the day of this notice, the total number of shares and votes in Haldex amounts to 44,215,970. Haldex holds 11,705 shares in treasury as per the day of this notice.
Processing of personal data
For information on how personal data is processed in connection with the general meeting, please see the integrity policy available on Euroclear Sweden AB:s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Landskrona in April 2019
Haldex Aktiebolag (publ)
The board of directors
For further information please 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 5, 2019 at 8.30 CEST.
The press release 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 5 billion SEK.