Dividend The General Meeting resolved, in accordance with the Board of Directors’ proposal, not to distribute any dividend. Board of Directors and auditors The General Meeting re-elected the Directors Lars-Göran Moberg, Anders Böös, Stefan Charette, Arne Karlsson, Caroline Sundewall, Anders Thelin and Cecilia Vieweg and elected Göran Carlson as a new Director. The General Meeting appointed Lars-Göran Moberg Chairman of the Board. Fees to the Board of Directors shall be paid at unchanged fee levels of a total amount of SEK 1,975,000 (including fees for committee work). The General Meeting also decided on re-election of Michael Bengtsson and new election of Ann-Christine Hägglund as auditors and re-election of Christine Rankin Johansson and Ceasar Moré as deputy auditors (all from PricewaterhouseCoopers) for the period up to and including the Annual General Meeting 2014. Nomination committee The General Meeting resolved that the Nomination Committee in the respect of the Annual General Meeting 2011 shall have four members and shall consist of one representative each of the four largest shareholders by votes. The names of these four representatives and the names of the shareholders they represent, shall be announced no later than six months before the Annual General Meeting 2011 and shall be based on the shareholdings immediately prior to such announcement. Guidelines for remuneration to senior executives The General Meeting resolved to adopt the guidelines for remuneration to senior executives as proposed by the Board of Directors. Incentive program (LTI 2010) The General Meeting resolved, in accordance with the Board’s proposal, to implement a long-term performance based incentive program, LTI 2010. As a prerequisite for participation in the program the employee must, at own cost, invest in Haldex shares in the market. The program shall comprise approximately 25 senior executives and key employees who, in connection with the publication of the year-end report for 2010, in all may be allocated a maximum of 350,000 employee stock options, free of consideration, each entitling to acquisition of one share in Haldex. Allocation of options requires that a certain predetermined performance requirement relating to the company’s operating margin is achieved. Acquisitions and transfers of own shares Haldex presently holds 376,470 own shares in the company, corresponding to approximately 0.85 per cent of all outstanding shares. The General Meeting resolved, in accordance with the Board’s proposal, to authorize the Board of Directors to resolve on acquisition and/or transfer of own shares on one or more occasions until the Annual General Meeting 2011. Acquisition of the company’s own shares can be made on NASDAQ OMX Stockholm, for the purpose of increasing the flexibility of the Board in connection with potential future corporate acquisitions, as well as to cover costs and secure delivery of shares in accordance with LTI 2007 and LTI 2010. 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 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 for the purpose of covering certain costs related to LTI 2007 may be made on NASDAQ OMX Stockholm and shall not exceed 310,000 shares. 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. The General Meeting further resolved, in accordance with the Board’s proposal, on transfer of up to 240,000 own shares to the participants in LTI 2007 and on transfer of up to 350,000 own shares to the participants in LTI 2010, in both cases at the price and in accordance with the terms and conditions applicable to each program. Stockholm, April 15, 2010 HALDEX AB The Board of Directors Haldex discloses the information in this press release according to the Swedish Securities Market Act and/or the Swedish Financial Trading Act. The information was provided for public release on Thursday, 15 April 2010.
April 15, 2010 | Press releaseReport from Haldex AB’s Annual General Meeting on April 15, 2010