A. RIGHT TO ATTEND THE GENERAL MEETING
Shareholders who wish to attend the general meeting must
(i) be recorded in the share register maintained by Euroclear Sweden AB, as of Thursday 27 April 2017; and
(ii) notify Haldex of their intention to participate in the general meeting at the address: Haldex AB, Wiveca Kivi, P.O. Box 507, SE-261 24 Landskrona, Sweden, by telephone 0418-47 61 63 or by e-mail to firstname.lastname@example.org, by Thursday 27 April 2017 at the latest. On giving notice of attendance, the shareholder must state the shareholder’s name, address, telephone number, personal identity number or equivalent (corporate identity number) and shareholding. Proxies and representatives of a legal person must submit documents of authorisation prior to the general meeting. A proxy form is available on the company’s website, www.haldex.com.
In order to participate in the annual general meeting, shareholders with nominee registered shares must request their bank or broker to have their shares owner-registered with Euroclear Sweden AB. Such registration must be made as of Thursday 27 April 2017, and the bank or broker should therefore be notified in due time before said date. The registration can be temporary.
Proposal for agenda
- Opening of the meeting and election of chairman of the meeting.
- Drawing up and approval of the voting list.
- Election of two persons to approve the minutes.
- Determination of whether the meeting has been properly convened.
- Approval of the agenda.
- The managing director’s report.
- Presentation of the annual report and the auditor’s report and the consolidated financial statements and auditor’s report on the consolidated financial statements.
- Resolutions on
(a) adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet;
(b) discharge of the board of directors and the managing director from personal liability for the financial year 2016; and
(c) appropriation of the company’s profit according to the adopted balance sheet.
- Determination of the number of directors and auditors.
- Determination of fees to the directors.
- Determination of fees to the auditors.
- Election of chairman, directors and auditor.
- Resolution on the adoption of guidelines for remuneration to members of management.
- Closing of the meeting.
Proposal for election of chairman of the meeting (item 1 on the agenda)
ZF Friedrichshafen (”ZF”), in its role as the largest shareholder in Haldex, proposes that adjunct professor Svante Johansson be elected chairman of the annual general meeting 2017.
Proposal for appropriation of the company’s profit according to the adopted balance sheet (item 8(c) on the agenda)
In view of the on-going public takeover offer by Knorr-Bremse to the shareholders of Haldex and the costs related to that offer, the board has decided not to propose any dividend at the annual general meeting 2017 and that the profits at the disposal of the annual general meeting will be carried forward.
Proposal for election of the board of directors and the auditor and resolution on fees for the directors and the auditor (items 9 – 12 on the agenda)
In line with good market practice and on the basis that Haldex has informed ZF that no nomination committee has been formed to present proposals to the 2017 annual general meeting, ZF, as the largest shareholder in Haldex with a shareholding of around 20 (twenty) per cent of the total number of shares and votes in the company, proposes that:
- the board consist of 6 ordinary directors without any deputy directors;
- Göran Carlson, Magnus Johansson and Annika Sten Pärson be re-elected, and that Ulf Ahlén, Jörgen Durban and Johan Gileus be newly elected directors (Staffan Jufors, Anders Nielsen and Carina Olsson have declined re-election);
- Jörgen Durban be elected chairman of the board;
- the remuneration to the directors be increased by around 50 per cent due to the expected additional work as a result of Knorr-Bremse’s public takeover offer to the shareholders of Haldex, while fees for committee work remain unchanged, as follows: SEK 831,000 (SEK 554,000) to the chairman of the board and SEK 330,000 (SEK 220,000) to each of the other directors who are not employed by the company; SEK 100,000 to the chairman of the audit committee, SEK 50,000 to each member of the audit committee, SEK 50,000 to the chairman of the compensation committee and SEK 25,000 to each member of the compensation committee. The above fees shall be paid immediately after the annual general meeting and shall be paid in full even if the directors should not be re-elected at any extraordinary general meeting before the next annual general meeting; and
- an additional fee of SEK 500,000 be paid retroactively to Magnus Johansson for his extensive extra efforts in 2016/2017 as the acting chairman of the board, in connection with Knorr-Bremse’s public takeover offer to the shareholders of Haldex.
Jörgen Durban is a member of the Swedish Bar Association and chairman of the board of Anoto Group AB. Jörgen has previously been the managing partner at Linklaters Sweden.
Ulf Ahlén is the chairman of the board of Culinarum, Inxide and JLT Mobile Computers and a board member of Autokaross and TechROi Fuel. Ulf has previously been a member of the management of Haldex including acting CEO of Haldex during 2012.
Johan Gileus is an independent financial adviser with a focus on M&A and stock market issues. Johan has previously been a partner at Deloitte. Johan will assume the position as CFO of InDex Pharmaceuticals Holding AB on 1 May 2017.
All of the proposed directors are deemed independent in relation to the company and the executive management, as well as in relation to the company’s large shareholders.
The audit committee proposes that a registered auditing firm be elected the company’s auditor. The audit committee proposes that PricewaterhouseCoopers AB be re-elected the company’s auditor for the period until the end of the annual general meeting 2017. PricewaterhouseCoopers AB has informed Haldex that it will appoint Bror Fridh as auditor-in-charge. The audit committee further proposes that remuneration to the auditor be paid according to approved invoice. On the basis that Haldex has informed ZF that no nomination committee has been formed, ZF has informed Haldex that ZF supports the above proposals by the audit committee.
Proposal for the adoption of guidelines for remuneration to members of management (item 13 on the agenda)
Haldex Aktiebolag has since several years established principles and forms for remuneration to members of management. The board of directors and its compensation committee resolve on the structures of remuneration systems, as well as levels and forms of remuneration to members of management. The board of directors proposes that the annual general meeting adopt the following guidelines for the establishment of remuneration to the managing director and other members of management. These guidelines will be valid for employment agreements entered into after the annual general meeting’s resolution and for changes made to existing agreements thereafter.
The board of directors is entitled to disapply the below guidelines if there are specific reasons or needs in an individual case.
It is of fundamental importance to the company and its shareholders that the guidelines for remuneration to members of management within the group, in both a short and long term perspective, enable the group to attract and retain competent members of management and other employees. To achieve this it is important to sustain fair and internally balanced terms that are at the same time competitive on the market with respect to structure, scope and compensation levels.
The terms of employment for members of management shall consist of a balanced combination of fixed salary, annual bonus, long-term incentive program, pension and other benefits and terms for termination/severance payment.
The total annual cash remuneration, i.e. fixed salary, bonus and other long-term cash remuneration, shall be in accordance with market practice on the geographical market where the member of management operates. The total level of the compensation will be evaluated annually to ensure that it is in line with market practice for corresponding positions within the relevant geographical market.
The remuneration should be based on performance. It should therefore consist of a combination of fixed salary and bonus, where the variable remuneration forms a relatively substantial part of the total remuneration.
The annual report 2016 sets out details on the total remuneration and other benefits paid to the members of management during 2016.
Remuneration and remuneration forms
The remuneration system of the group consists of various forms of remuneration in order to create a well-balanced compensation that fosters and supports management and achievement of goals in both a short and long-term perspective.
The fixed remuneration shall be individually determined and shall be based on each individual’s responsibility and role as well as the individual’s competence and experience in the relevant position.
Members of management have an annual bonus that is payable on an annual basis. The annual bonus is structured as a variable part of the fixed salary. Bonus goals shall primarily be based on the outcomes of financial objectives for the entire group, financial goals for the business unit for which the member of management is responsible, as well as clearly defined individual goals with respect to specific assignments. The latter is to ensure that the member of management also focuses on non-financial targets of specific interest.
Bonus related financial objectives for the group shall be established by the board of directors annually in order to ensure that they are in line with the group’s business strategy and profit targets. On behalf of the board of directors, the compensation committee establishes the financial objectives for individual units proposed by the managing director.
The part of the total remuneration consisting of annual bonus varies depending on position and may amount up to 50 per cent of the fixed annual salary at full goal achievement. The bonus goals are constructed so that no bonus will be paid if a certain minimum performance level is not achieved.
Long term incentive program
In order to foster a long-term perspective in the decision-making and to ensure long-term achievement of goals, the board of directors may propose that the general meeting adopt other types of long-term incentive programs.
The board of directors uses long term incentives in order to ensure that members of management within the group have a long-term interest in a stable value increase of the Haldex share. By implementing an incentive program that is connected to the company’s profits and at the same time its increase in value, the long-term growth of the company is awarded and fostered. Further, long term incentive programs also aims at making the company a more attractive employer, which contributes to the company’s ability to retain key employees within the group as well as to recruit new key employees.
Any remuneration in the form of long-term incentive programs shall be in accordance with market practice on each relevant market.
When entering into new pension agreements with members of management who are entitled to pension, the pension shall be based on defined contribution plans. Members of management who are employed in Sweden retire by the age of 65 and other members of management in accordance with local regulations on pension. As a main principle, pension premiums are based solely on fixed salary. Certain adjustments may occur in individual cases in accordance with local market practice.
Other benefits, such as company car, compensation for healthcare and health and medical insurance etc., shall form a minor part of the total compensation and shall correspond to what may be deemed common market practice in each geographical market.
In addition to the above described remunerations, agreements on additional remunerations may be made in exceptional situations, for example when considered necessary to attract and retain key personnel or induce individuals to move to new places of service or accept new positions. Such special remunerations shall be limited in time and may not exceed 36 months. Further, such remuneration must not exceed an amount equivalent to two times the remuneration the individual would have received in the absence of an agreement on special remuneration.
Terms for dismissal and severance payment
The managing director and other members of management have a notice period of up to 12 months. Fixed salary during a period of notice and severance pay may not together exceed an amount equivalent to the individual’s fixed salary for two years. Upon termination of the employment, local practice on the geographical market where the member of management operates shall be complied with.
Deviation from the 2016 guidelines
In the autumn of 2016, the board of directors resolved to approve changes to the existing terms of employment for members of management due to Knorr-Bremse’s public takeover offer to the shareholders of Haldex. The changes mainly entail the following:
i) The notice period for termination by both the employee and by the company has been extended to 12 months until and including 30 June 2017. As from 1 July 2017, the notice periods which applied prior to the changes to the existing terms of employment shall apply again.
ii) The members of management have been given a right to severance pay totalling 12 months’ salary, payable upon termination by Haldex following a so-called change of control (i.e. where an individual or an entity acquires shares in the company representing more than half of the total number of voting rights), or following the board’s appointment of a new managing director of Haldex, provided that notice of termination is given prior to 1 January 2019.
iii) The members of management have been given a right to a so-called retention bonus totalling six months’ salary, provided that the members of management remain employed until and including 31 December 2017.
The changes to employment terms in accordance with items i) and ii) above, constitute deviations from the guidelines approved by the annual general meeting 2016. The deviations have been deemed necessary by the board of directors in order to retain members of management in view of the takeover situation that the company has been subject to since July 2016.
The financial statements and the auditor’s report, together with the auditor’s statement regarding whether the company has complied with the guidelines for remuneration to members of management in force since the last annual general meeting, will be available at the company and on the company’s website http://corporate.haldex.com not later than three weeks prior to the meeting and will be sent to shareholders upon request. The documents will also be available at the meeting.
Information at the annual general meeting
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 material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda, circumstances that can affect the assessment of the company’s or its subsidiaries’ financial situation and the company’s relation to other companies within the group. Shareholders requiring to submit questions in advance may send them to Wiveca Kivi, Haldex AB, P.O. Box 507, SE-261 24 Landskrona, Sweden.
Shares and votes
As per the day of this notice, the number of shares and votes in Haldex total 44,215,970. Haldex holds 11,705 shares in treasury as per the day of this notice.
Landskrona in March 2017
Haldex Aktiebolag (publ)
The board of directors
For further information, visit http://corporate.haldex.com or contact:
Catharina Paulcén, SVP Corporate Communications
Phone: 46 418 476157
The information set out in this press release was submitted for publication on 29 March 2017, at 13.45 CEST.
THIS DOCUMENT IS AN UNOFFICIAL TRANSLATION OF THE SWEDISH VERSION. IN THE EVENT OF ANY DISCREPANCIES BETWEEN THE VERSIONS, THE SWEDISH SHALL PREVAIL.
With more than 100 years of intensely focused innovation, Haldex holds unrivaled expertise in brake systems and air suspension systems for heavy trucks, trailers and buses. We live and breathe our business delivering robust, technically superior solutions born from deep insight into our customers’ reality. By concentrating on our core competencies and following our strengths and passions, we combine both the operating speed and flexibility required by the market. Collaborative innovation is not only the essence of our products – it is also our philosophy. Our 2,100 employees, spread on four continents, are constantly challenging the conventional and strive to ensure that the products we deliver create unique value for our customers and all end-users. We are listed on the Nasdaq Stockholm Stock Exchange and have net sales of approximately 4.4 billion SEK.