Proposal for election of the board of directors and the auditor and resolution on fees for the directors and the auditor (items 10 – 13 on the agenda)

Kite Lake Capital Management (UK) LLP, which manages several funds that together are the third largest shareholder in Haldex, proposes the following. Considering that the two largest shareholders, ZF, through its announced acquisition of Wabco, and Knorr Bremse, are the main competitors of Haldex, Kite Lake Capital Management (UK) LLP is making the proposal without consultation with ZF and Knorr Bremse.

the board of directors shall consist of five ordinary directors without any deputy directors;
Jörgen Durban and Helene Svahn be re-elected, and that Bernd Gottschalk, Markus Gustafsson and Mikael Thunved be newly elected directors;
Jörgen Durban be re-elected chairman of the board of directors; as well as
the remuneration to directors elected by the general meeting for the period until the end of the annual general meeting 2020 be paid as follows: SEK 700,000 (unchanged) to the chairman of the board of directors; SEK 300,000 (unchanged) to each of the other directors who are not employed by the company; SEK 100,000 (unchanged) to the chairman of the audit committee, SEK 50,000 (unchanged) to each member of the audit committee, SEK 100,000 to the chairman of the compensation committee (no compensation committee was established in 2018) and SEK 50,000 to each member of the compensation committee.

Dr. Prof. Prof. Dr. Bernd Gottschalk has held senior management positions with Daimler AG, incl. Commercial Director of the Mannheim production plant and President of Mercedes-Benz do Brazil. He also became Member of the Board of Management, responsible for Commercial Vehicles worldwide. Later Bernd Gottschalk became President of the German Association of the Automobile Industry (Verband der Automobilindustrie VDA), the organization, which has the OEMs (incl. Commercial Vehicle companies) and the suppliers under one roof. He currently serves as owner and Managing Partner of AutoValue GmbH, a consultant company mainly for the automotive industry. He is Board Member of Schaeffler AG, Jost Werke AG and Plastic Omnium, Paris. Bernd Gottschalk holds a Degree in Economics (Diplom- Volkswirt) and received his Doctoral Degree (Dr. rer. pol.) from the University of Hamburg.

Markus Gustafsson specializes in change management. The strategy shift, restructuring processes, new establishment and advice on new CEO / GD / MP are recurring assignments. Markus Gustafsson was the CEO of Prime for 15 years, which is one of the world's top ten marketing agencies. He holds a master's degree in industrial marketing and a bachelor's degree in industrial organization. Markus Gustafsson is a board member of Luleå Technical University, Mobilaris, Invest in Norbotten, United Minds and Gamechange.

Mikael Thunved has a Bachelor of Economics and Business Administration from the University of Stockholm. He is a member of Evli Bank's Executive team since 2005 and has had various responsibilities within the bank. Mikael Thunved is the Managing Partner of Evli Corporate Finance and Evli Bank Sweden. He has a background as a partner at Arthur Andersen where he was part of the Swedish management team. Mikael Thunved has advised on various transactions in many different industries over the last 25 years.

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 Öhrlings PricewaterhouseCoopers AB be re-elected the company’s auditor for the period until the end of the annual general meeting 2020. Öhrlings PricewaterhouseCoopers AB has informed Haldex that it will appoint Magnus Willfors 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 Kite Lake Capital Management (UK) LPP that no nomination committee has been formed, Kite Lake has informed Haldex that Kite Lake supports the above proposals by the audit committee.

Proposal for the adoption of guidelines for remuneration to members of management (item 14 on the agenda)

Kite Lake further proposes the following additions to the guidelines for remuneration to members of management:

“Board members of the Company, elected by the AGM, may in special cases receive a fee for services performed within their respective areas of expertise, separately from their board duties and for a limited period of time. Compensation for these services shall be paid at market terms.”