Proposal for the Annual General Meeting in Haldex, 23 June 2020
Haldex AB (publ) has been notified that shareholders representing 22,96 per cent of the shares and votes in the company jointly have put forward a proposal regarding board members, auditors and remuneration to the board and auditors for the Annual General Meeting 23 June 2020.
AFA Sjukförsäkrings AB ("AFA"), AMF Pensionsförsäkring AB ("AMF"), Athanase Industrial Partner ("Athanase") and Fjärde AP-fonden have, on 7 June, notified the Board of Directors in Haldex about their joint proposals for the Annual General Meeting as set out below (item number in accordance with the agenda proposed in the notice).
9. Determination of the number of directors and auditors.
It is proposed the Board of Directors consist of six members, elected by the Annual General Meeting, and also proposed that the Company shall have an auditing firm as an auditor.
10. Determination of fees to the directors.
Compensation for the Board of Directors for the period up until the end of the next Annual General Meeting is proposed as follows:
Chairman of the Board, 700,000 Swedish kronor
Vice Chairman of the Board, 500,000 Swedish kronor
For each other member elected by the Annual General Meeting, 300,000 Swedish kronor
Committee work fees:
Chairman of the Audit Committee, 100,000 Swedish kronor
For each other member of the Audit Committee, 50,000 Swedish kronor
Chairman of the Remuneration Committee, 50,000 Swedish kronor
For each other member of the Remuneration Committee, 25,000 Swedish kronor
All proposals entail unchanged fees, except for the fee to the Vice Chairman and the proposed fees to the Chairman and the members of the Remuneration Committee which are new proposals.
11. Determination of fees to the auditors.
Fees to the auditors for the period up until the end of the next Annual General Meeting are proposed to be paid according to the approved invoice.
12. Election of directors, chairman and auditors.
The following members are proposed for re-election:
- Helene Svahn
As well as the election of,
- Stefan Charette,
- Viveka Ekberg,
- Håkan Karlsson,
- Christian Levin, and
- Catharina Modahl Nilsson.
Stefan Charette is proposed to be elected as Chairman of the Board.
The Board of Directors will appoint a Vice Chairman, but the owners who have signed this proposal would appreciate if Håkan Karlsson is nominated for this assignment.
It is proposed the auditing firm Öhrlings PricewaterhouseCoopers AB is re-elected.
Short presentation of the proposed directors:
Stefan Charette was a member of Haldex’ Board of Directors during the period 2009 to 2015 and has also chaired, the from Haldex listed company, Concentric AB between 2010 and 2017. Stefan Charette has a solid strategic as well as operational experience from the Swedish industry. He has been the CEO of Brokk AB, AB Custos, Investment AB Öresund and Creades AB (publ), and has extensive experience from board work in several listed companies, including experience from the automotive industry.
Viveka Ekberg has a financial background with leading positions at SEB, Brummer and Partners AB, Morgan Stanley, and PP Pension AB, among others. She is currently a Board Member of the listed companies Svolder AB, Magnolia Bostad AB and Lindab International AB. She is also a Board Member of unlisted companies such as Dellner Couplers AB and Iver Management AB.
Håkan Karlsson has a long background within the Volvo Group. In recent years, Håkan has been responsible for Volvo’s JVs in India and China. In India as Chairman of the Board for VECV (Eicher) and in China as a Board Member of DFCV (DongFeng). Prior to that he was responsible for Volvo Buses and Volvo Penta, among others.
Christian Levin is currently Operational Manager (COO) at Traton Group. Preceding that, he has a long experience within the Scania Group as an Executive Vice President, Sales and Marketing as his latest assignment.
Catharina Modahl Nilsson has a long background within the Scania Group and is currently Chief Technology Officer (CTO) at Permobil AB. Prior to that, she was responsible for the development of Cab within Scania and most recently the coordination of development work for Scania, VW and MAN.
Helene Svahn is CEO at Haldex.
AFA, AMF, Athanase, och Fjärde AP-fonden would, in addition to the above-mentioned proposals for resolutions and elections, also announce their intention to vote against the Board’s proposal for authorization of the Board to decide on a new share issue in accordance with item 15 of the proposed agenda.
The current Board Members, except for Helene Svahn, have declined re-election. Finally, the owners of the above proposal would like to express their gratitude to the outgoing Board for their efforts to secure Haldex’ s position as an independent and successful company. A special thank you goes to Jörgen Durban for the efforts he has made for Haldex since joining the Company's Board of Directors in 2017.
The purpose of submitting proposals and positions that support a group of shareholders before Haldex’ s Annual General Meeting is to ensure that Haldex is given the overall competence and experience needed to be able to continue to develop and strengthen Haldex as a successful subcontractor in the heavy vehicle industry.
For further information, please contact:
Helene Svahn, CEO
Phone: +46 418 47 60 00
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 2200 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. 5 billion SEK.
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.