Report from Haldex AB’s annual general meeting
Dividend
The AGM resolved, in accordance with the board’s proposal, on a dividend of 2 SEK per share. The record date was set to 5 May 2014, and the dividend is expected to be distributed by Euroclear Sweden AB on 8 May 2014.
Board of directors and auditors
The AGM re-elected Göran Carlson, Stefan Charette, Magnus Johansson, Staffan Jufors, Arne Karlsson and Annika Sten Pärson and elected Cecilia Löf as director. The AGM re-appointed Göran Carlson as chairman of the board.
It was resolved that the fees to the board of directors should be slightly raised in relation to the previous year. The chairman will receive SEK 525,000 and each of the other directors will receive SEK 210,000. 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.
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 2014
The AGM approved the boards proposal regarding the implementation of a new long-term incentive program, LTI 2014, and hedging arrangements in respect thereof by authorising the board to enter into an equity swap agreement with a third party.
The program will be open to approximately 25 participants employed within the group, including the CEO. In brief, LTI 2014 means that if certain performance targets are achieved during the financial year 2014, 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 2018. 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 2014 is four years, with vesting during 2014 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 2015.
Under the program, no more than 247,406 shares can be allotted to the participants. The estimated maximum costs of LTI 2014 amounts to SEK 11.5 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 2014, 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 2014.
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 2015.
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:
Catharina Paulcén, SVP Corporate Communications, catharina.paulcen@haldex.com or 46 70 355 47 04
Haldex AB (publ) is required to publish the above information under the Swedish Financial Instruments Trading Act. The information was submitted for publication on April 29, 2014 at 18.00 am CEST.
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 2013. The number of employees amounts to about 2,135.
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