Nomination committee

A nomination committee with Göran Carlson (representing his own shares), Elisabet Jamal Bergström (appointed by Handelsbanken Fonder), Anders Algotsson (appointed by AFA Försäkring) and Nils Bolmstrand (appointed by Nordea Fonder) was formed in October 2015. Göran Carlson was appointed chairman of the nomination committee.

The nomination committee held 5 meetings. No compensation has been paid to the members of the committee.

The nomination committee in Haldex AB (publ) will propose the annual general meeting as follows:

Election of chairman and other directors to the board of directors

The number of directors is proposed to 6 (6) with no deputy directors.

The nomination committee proposes re-election of the directors: Göran Carlson, Magnus Johansson, Annika Sten Pärson, Staffan Jufors and Carina Olson. Furthermore new election of Anders Nielsen. Göran Carlson is proposed to be re-elected as chairman of the board. Arne Karlsson has declined re-election.

The nomination committee has put great emphasis on understanding how the board currently works as well as the company’s strategy and future development when discussing the competence and experience needed in the board of directors. The nomination committee has taken part of the evaluation of the board and its work and has also conducted interviews with the board members.

Considering that the board lacks extensive experience from operations and logistics, the nomination committee´s explicit intention has been to add such expertise to the board.

Anders Nielsen, born in 1962, is currently Head of Business development at Volkswagen Truck & Bus including brands such as MAN and SCANIA. After studies in Industrial Engineering and Management at Linköpings Tekniska Högskola, Anders was employed at Scania in 1987. During his first years at Scania he was Production manager for transmissions and cabins as well as Techincal director for Latin America. In recent years, Anders has been globally responsible for operations and logistics within Scania before he in 2012 was appointed President for MAN Truck & Bus.

All proposed board members in Haldex AB meet the requirements on independence stipulated in the Swedish Corporate Governance Code.

Fees for directors

Fees for the directors are proposed to be slightly increased in relation to the previous year but unchanged for committee work.

The nomination committee propose an increase of the total amount to SEK 1.66 (1.62) million. Fees to individual directors increase with app. 2.5% while fees for committee work is unchanged.The nomination committee proposes that the fees should be distributed as follows: The chairman of the board of directors shall receive SEK 554,000 (540,000) and each of the other directors shall receive SEK 220,000 (215,000). In addition, unchanged consideration for committee work shall 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.

Proposal of election of auditors

On behalf of the 2014 Nominating Committee, the Audit Committee conducted a selection process to develop a recommendation for auditor for the years 2015 - 2017. The Audit Committee's unanimous recommendation is to give PwC renewed mandate as auditors in Haldex. Principal auditor is Bror Fridh.

Chairman of the annual general meeting

The nomination committee proposes that Göran Carlson shall be elected chairman of the annual general meeting.

Nomination committee in

Haldex AB (publ)