Notice of Extraordinary General Meeting of Haldex Aktiebolag
SAF-HOLLAND SE (“SAF-HOLLAND”) has declared its public tender offer to the shareholders of Haldex Aktiebolag (“Haldex”) unconditional and controls more than 90 per cent of the total number of shares and votes in Haldex. Against this backdrop, the shareholders of Haldex are invited to an Extraordinary General Meeting (the “EGM”) on Wednesday, 14 September 2022.
The Board of Directors has decided that the EGM is to be held only through advance voting (postal voting) in accordance with temporary legislation. This means that the EGM will be conducted without the physical presence of shareholders, representatives or external parties and that shareholders will only be able to exercise their voting rights by postal voting in advance of the EGM in the manner described below.
Right to participate
Shareholders who wish to attend the EGM by advance voting must:
- be recorded in the register of shareholders maintained by Euroclear Sweden AB on Tuesday, 6 September 2022, and
- announce their intention to attend the EGM no later than Tuesday 13 September 2022, by having submitted an advance voting form in accordance with the instructions in the section “Advance voting” below, so that the advance vote is received by Haldex no later than that day. Please note that notification to the EGM can only be made by postal voting.
Nominee-registered shares
In order to be entitled to participate in the EGM, shareholders who have registered their shares in the name of a nominee must, in addition to announcing their intention to participate in the EGM, request that their shares be registered in their own name so that the shareholder is entered into the register of shareholders by Tuesday, 6 September 2022. This registration may be temporary (so-called voting right registration) and is requested with the nominee in accordance with the nominee’s procedures and in such time as determined by the nominee. Voting right registrations completed no later than the second business day following Tuesday, 6 September 2022, will be taken into account when preparing the shareholder register.
Advance voting
The shareholders may exercise their voting rights at the EGM only by voting in advance, so called postal voting in accordance with Section 22 of the Act on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form shall be used for advance voting. The form is available on Haldex’s website, www.haldex.com/en/corporate. The advance voting form is considered as the notification of participation at the EGM.
The completed and signed voting form must be received by Haldex no later than Tuesday, 13 September 2022. The completed and signed form shall be sent to Haldex Aktiebolag, Linda Carlsson ”Extraordinary General Meeting”, P.O. Box 507, SE-261 24 Landskrona, Sweden. The completed form may alternatively be submitted by email and must in such case be sent to ir@haldex.com (state “Haldex Aktiebolag – advance voting” in the subject line).
The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.
Proxies
If the shareholder votes in advance by proxy, a written and dated power of attorney signed by the shareholder must be attached to the advance voting form. A proxy form is available on Haldex’s website, www.haldex.com/en/corporate. If the shareholder is a legal person, a registration certificate or other authorization document must also be attached to the voting form.
Proposed agenda
- Election of the Chairman of the EGM
- Election of two persons to approve the minutes
- Preparation and approval of the voting list
- Approval of the agenda
- Determination whether the EGM has been duly convened
- Determination of the number of board members
- Determination of the remuneration payable to the Board of Directors
- Election of the members of the Board of Directors
- Election of the Chairman of the Board of Directors
Proposed resolutions
Item 1: The Board of Directors proposes that Aleksander Ivarsson, attorney, be elected Chairman of the EGM or, to the extent he is prevented, the person that the Board of Directors appoints instead.
Item 2: The Board of Directors proposes that Patrik Marcelius, attorney, and Max Runesson, LL.M., be elected or, to the extent either or both or of them are prevented, the person(s) appointed by the Board of Directors, as persons to verify the minutes. The assignment to verify the minutes also includes verifying the voting list and confirming that advance votes received are correctly reflected in the minutes of the EGM.
Item 3: The voting list proposed to be approved is the voting list prepared by Haldex, based on the shareholders’ register and advance votes received, and verified by the persons elected to verify the minutes.
Item 6: SAF-HOLLAND proposes three (3) board members without any deputy members.
Item 7: SAF-HOLLAND proposes that no remuneration be paid to the board members of Haldex for the period up to the next Annual General Meeting.
Item 8: SAF-HOLLAND proposes, with dismissal of all current board members, new election of Alexander Geis, Wilfried Trepels and Jörg Wahl as board members. Information about the board members proposed for new election is set out below.
Alexander Geis, born 1974, CEO SAF-HOLLAND SE.
Wilfried Trepels, born 1963, CFO SAF-HOLLAND SE.
Jörg Wahl, born 1977, Vice President Consolidation & Controlling SAF-HOLLAND SE.
Item 9: SAF-HOLLAND proposes new election of Alexander Geis as Chairman of the Board of Directors.
The shareholders’ right to require information
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 significant harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda or the company’s relation to other companies within the group. A request for such information shall be made in writing to Haldex no later than ten days prior to the EGM, i.e. no later than Sunday 4 September 2022, to Haldex Aktiebolag, Att: Linda Carlsson “Extraordinary General Meeting”, P.O. Box 507, SE-261 24 Landskrona, Sweden, or by email to ir@haldex.com. The information is provided by being made available on Haldex’s website, www.haldex.com/en/corporate, and at Haldex’s head office, P.O. Box 507, SE-261 24 Landskrona, Sweden, no later than five days prior to the EGM, i.e. no later than Friday 9 September 2022. The information is also sent to shareholders who so request and provide their postal address or email.
Further information
At the time of the issue of this notice, the total number of shares in the company amounts to 48,637,567. Each share carries one vote. Haldex holds 11,705 own shares as of the date of this notice.
Processing of personal data
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
For further information, please visit, www.haldex.com/en/corporate or contact:
Linda Carlsson, Head of Legal
Jenny Boström, Investor Relations Manager
E-mail: ir@haldex.com
Phone: +46 418 47 60 00
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Landskrona in August 2022
Haldex Aktiebolag (publ)
The Board of Directors
The information was submitted for publication, through the agency of the contact person set out above, at 18:45 CEST on 18 August 2022.
About Haldex
Over 100 years of powerful innovation gives Haldex unsurpassed expertise when it comes to braking systems and air suspension systems for heavy trucks, trailers, and buses. We live and breathe our business with the goal to deliver robust and technically superior solutions which is founded in a deep insight in our customer’s reality. Through focusing on our core competences and the passion we all share, we achieve the agility and flexibility that the market demands. Innovative collaborations aren’t only the core of our products, but our philosophy. Our 2 000 employees, spread out across four continents, challenge the conventional on a daily basis in order to secure that the products we deliver create a unique value to our customers and the end users. We are listed on Nasdaq Stockholm and have a turnover of approx. 4.6 billion SEK.