The AGM resolved, in accordance with the board’s proposal, on a dividend of 3 SEK per share. The record date was set to 13 June 2011, and the dividend is expected to be distributed by Euroclear Sweden AB on 16 June 2011.
The AGM decided that all shares in the wholly owned subsidiary Concentric AB will be distributed, and that each share in Haldex AB entitles the owner to one share in Concentric AB. The record date for entitlement to receive the Concentric shares has been set to 13 June 2011. The shares in Concentric AB will be distributed by Euroclear Sweden AB and will be listed at NASDAQ OMX Stockholm on 16 June 2011. For further information about Concentric AB, please refer to the listing prospectus available at Haldex’ homepage, www.haldex.com.
The AGM resolved, in accordance with the board’s proposal, on a mandatory redemption of shares including a share split, a reduction of the share capital with repayment to the shareholders and a bonus issue. Each share will be split into two new shares (share split 2:1), one of which is to be called redemption share. The record date for the share split is 4 July 2011. After a period of trading on NASDAQ OMX Stockholm, the redemption shares will be redeemed in exchange of SEK 30 in cash. The record date for the right to receive the redemption amount is 25 July 2011. Finally, in order to restore the share capital, a bonus issue without issuance of new shares will transfer funds from the non-restricted equity to the share capital.
The shareholders are not required to take any actions in order to receive the redemption amount. For further information, please refer to the redemption programme information brochure available at Haldex’ homepage, www.haldex.com.
Board of directors and auditors
The AGM re-elected Göran Carlson, Stefan Charette, Arne Karlsson, Caroline Sundewall and Anders Thelin and elected C S Patel and Magnus Johansson as directors. The AGM appointed Göran Carlson as new chairman of the board.
Fees to the board of directors will be paid at unchanged fee levels. The chairman will receive SEK 450,000 and each of the other directors will receive SEK 175,000. In addition, consideration for committee work will be allocated 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.
The AGM resolved that the nomination committee in the respect of the AGM 2012 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 AGM 2012 and shall be based on the shareholdings immediately prior to the announcement.
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.
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 of own shares on one or more occasions until the AGM 2012.
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, and to cover costs and ensure delivery of shares in accordance with 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 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.
Amendment of the Articles of Association
In accordance with the board’s proposal, the AGM resolved to amend the articles of association. The amendments were made for the purposes of adapting the articles of association to the new provisions in the Swedish Companies Act that entered into force 1 January 2011, adapting the articles of association to the implemented reorganisation and to enable the board’s proposal of redemption of shares.
Reduction of the statutory reserve
The AGM resolved to reduce the company’s statutory reserve, as proposed by the board. The reduction is made pending approval by the Swedish Companies Registration Office.
Stockholm 8 June 2011
Haldex Aktiebolag (publ)
The Board of Directors
Haldex (www.haldex.com (http://www.haldex.com/)), headquartered in Stockholm, Sweden, is a provider of proprietary and innovative solutions to the global 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 nearly 6.9 billion SEK in 2010. The number of employees amounts to about 3,800.