Annual general meeting in Haldex Aktiebolag (publ)

  Annual general meeting in Haldex Aktiebolag (publ)

Business Wire

STOCKHOLM, Sweden -- March 20, 2013

Regulatory News:

The shareholders of Haldex Aktiebolag are hereby invited to attend the annual
general meeting to be held at 16.00 CET on Thursday 25 April 2013, at Kungliga
Ingenjörsvetenskapsakademien (IVA), Grev Turegatan 16, Stockholm, Sweden.

A. NOTICE OF ATTENDANCE

Shareholders who wish to attend the general meeting must

(i) be recorded in the share register maintained by Euroclear Sweden AB, as of
Friday 19 April 2013; and

(ii) notify Haldex of their intention to participate in the general meeting at
the address: Haldex AB, Anna Ellman, P.O. Box 507, SE-26124 Landskrona,
Sweden, by telephone 0418-47 60 00 or by e-mail to anmalan.stamma@haldex.com,
by Friday 19April2013 at the latest. On giving notice of attendance, the
shareholder shall state the shareholder’s name, address, telephone number,
personal identity number or equivalent (corporate identity number) and
shareholdings. Proxies and representatives of a legal person shall submit
documents of authorisation prior to the general meeting. A proxy form will be
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 Friday 19 April 2013, and the bank or broker should therefore be
notified in due time before said date. The registration can be temporary.

B. AGENDA

Proposal for agenda

1. Opening of the meeting and election of chairman of the meeting.

2. Drawing up and approval of the voting list.

3. Election of two persons to approve the minutes.

4. Determination of compliance with the rules of convocation.

5. Approval of the agenda.

6. The managing director’s report.

7. Presentation of the annual report and the auditor’s report and the
consolidated financial statements and the consolidated auditor’s report. 8.
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 2012;

(c) appropriation of the company’s profit according to the adopted balance
sheet;

(d) determination of the record day for the decided distribution of profits.

9. Determination of the number of directors and deputy directors.

10. Determination of fees to the directors and deputy directors.

11. Determination of fees to the auditors.

12. Election of chairman and directors of the board and deputy directors.

13. Resolution regarding instructions for the nomination committee.

14. Resolution on approval of guidelines for remuneration to senior
executives.

15. Resolutions on

(a) the implementation of a long-term incentive program LTI 2013, and

(b) hedging arrangements in respect thereof 16. Resolution on

(a) authorisation for the board of directors to resolve on acquisitions of own
shares;

(b) authorisation for the board of directors to resolve on transfers of own
shares in connection to corporate acquisitions; and 17. Closing of the
meeting.

Proposal for election of chairman of the meeting (item 1 on the agenda)

The nomination committee proposes that Göran Carlson shall be elected chairman
of the annual general meeting 2013.

Proposal for appropriation of the company’s profit according to the adopted
balance sheet (item 8 (c) on the agenda)

The board of directors proposes a cash dividend for the financial year 2012 of
SEK1 per share.

Proposal for record date for dividend (item 8 (d) on the agenda)

As record date for the cash dividend the board of directors proposes Tuesday,
30 April 2013. Subject to the resolution by the general meeting in accordance
with this proposal, the cash dividend is expected to be distributed by
Euroclear Sweden AB on Monday, 6May 2013.

Proposal for election of the board of directors and resolution on fees for the
directors and auditors (items 9 – 12 on the agenda)

In October 2012 Stefan Charette (Creades AB), Anders Algotsson (Afa
Försäkring), Göran Carlson (Göran Carlson through companies) and Björn
Cederlund (Unionen) were appointed members of the nomination committee before
the annual general meeting 2013. The nomination committee, which by the end of
September 2012 represented 26.7 per cent of the shares and votes in the
company, proposes that the general meeting resolves in accordance with the
following:

The number of directors is proposed to be six, with no deputy directors. The
nomination committee proposes re-election of Göran Carlson, Stefan Charette,
Magnus Johansson, Arne Karlsson and Annika Sten Pärson. Further, new election
of Staffan Jufors is proposed. Göran Carlson is proposed as chairman of the
board of directors.

Staffan Jufors, born 1951, is since 2012 retired. Staffan Jufors has a degree
in M Sc. Business Administration from Gothenburg School of Economics, Sweden
and has held several senior positions within the Volvo Group throughout his
career, most recently as President of Volvo Truck (2004-2011) and President of
Volvo Penta (1998-2004).

Fees to the directors for the period up to and including the annual general
meeting 2014 shall be unchanged in relation to the previous year. The chairman
of the board of directors shall receive SEK500000 (500000) and each of the
other directors shall receive SEK 200000 (200000). In addition,
consideration for committee work shall be allocated as follows: the chairman
of the audit committee SEK 100000 (100000), each member of the audit
committee SEK 50000 (50000), the chairman of the compensation committee SEK
50000 (50000) and each member of the compensation committee SEK 25000
(25000). Fees to the auditors in respect of services performed are proposed
to be paid on current account.

Proposal regarding instructions for the nomination committee (item 13 on the
agenda)

The nomination committee proposes that the general meeting resolves in
accordance with the following:

The nomination committee shall have four members and consist of one
representative each of the four largest shareholders by votes wishing to
appoint such representative. 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 and be based on the shareholdings
immediately prior to such announcement. The term of office for the nomination
committee shall be one year and shall end when a new nomination committee has
been appointed. Provided that the members of the nomination committee do not
agree otherwise, the member representing the largest shareholder by votes
shall be appointed chairman of the nomination committee.

Should a shareholder that has appointed a member of the nomination committee,
during the term of office of the nomination committee, no longer be one of the
four largest shareholders by votes, the member that has been appointed by said
shareholder shall resign from its assignment and the shareholder that at such
time has become one of the four largest shareholders shall appoint its
representative for the nomination committee. However, the composition of the
nomination committee shall not be changed should the change in ownership only
be marginal or should the change in ownership occur later than two months
prior to the annual general meeting. A shareholder that has appointed a member
of the nomination committee shall during the term of office be entitled to
replace such representative by a new member of the nomination committee.

The task of the nomination committee before the next annual general meeting
shall include the preparation and establishment of proposals for election of
the chairman and other directors of the board, election of the chairman of the
annual general meeting, election of auditor (if applicable) and resolution on
fees to the chairman, other directors of the board and the auditor, as well as
other matters in connection thereto.

The resolution regarding instructions for the nomination committee, which are
unchanged in relation to 2012, is proposed to be in force until further
notice.

Proposal for resolution on approval of guidelines for remuneration to senior
executives (item 14 on the agenda)

The remuneration to the managing director and other senior executives shall
consist of a balanced combination of fixed remuneration, annual bonus,
long-term incentive program, pension and other benefits and conditions of
termination of employment/severance payment. The total remuneration shall be
in accordance with market practice and shall be based on performance. The
fixed remuneration shall be individually determined and be based on each
individual’s responsibility, role, competence and position. The annual bonus
shall be based on outcomes of predetermined financial and individual
objectives and amount to a maximum of 50 per cent of the fixed annual salary.
In extraordinary situations a special compensation may be paid out to attract
and retain key competence or to induce individuals to move to new locations of
service or accept new positions. Such compensation may not be paid out for a
period longer than 36 months and may not exceed a total maximum of two times
the compensation the executive would otherwise have received. The board of
directors may propose the general meeting to resolve on long-term incentive
programs. Pension benefits shall be based on defined contribution plans and
shall (for Swedish employees) entitle to pension by the age of 65. Upon
termination by the company, the notice period for the managing director is 12
months and for other senior executives up to 6 months. In addition hereto,
when entering into new employment contracts, agreement may be made on
severance pay up to a maximum amount corresponding to 12 months’ fixed salary.
The board of directors shall be entitled to deviate from the guidelines if
there are specific reasons or needs in an individual case.

Proposals regarding the implementation of a long-term incentive program LTI
2013, and hedging arrangements in respect thereof (items 15 (a) – (b) on the
agenda)

Proposal for resolution on implementing of the Program (item 15 (a) on the
agenda)

The board of directors of Haldex AB (publ) (“Haldex” or the “Company”)
proposes that the annual general meeting 2013 resolves on the implementation
of a new incentive program (”LTI 2013” or the “Program”).

The board of directors’ overall assessment is that LTI 2013 creates a uniform
and sustainable system for variable remuneration within the Haldex group (the
“Group”) and will motivate long-term creation of value by aligning the
interests of the employees with those of the shareholders.

Purpose and main features

LTI 2013 aims to:

· create a program for variable pay that will contribute to the ability of
Haldex to retain and recruit key employees and that will ensure that Haldex’s
remuneration levels are competitive in the relevant market;

· stimulate and motivate the employees to make efforts which will strengthen
the Company in a long-term perspective; and

· create a long-term engagement in the Company by the employees and to align
their interests with those of the shareholders through deferred variable
remuneration in the form of shares.

In brief, LTI 2013 means that if certain performance targets (the “Performance
Targets”) are achieved during the financial year 2013 (the ”Performance Year”)
the participants in LTI 2013 (the ”Participants”) are awarded a variable
remuneration in the beginning of 2014 (the “Performance Amount”), of which 60
% (the “Cash Amount”) will be awarded in cash and 40 % (the “Share Amount”)
will be awarded in the form of employee stock options which are conditional,
non-transferable deferred rights (the “Performance Rights”) to receive one
ordinary share in Haldex for each Performance Right, automatically during 2017
and free of charge (a “Performance Share”).

The term of LTI 2013 is four years, with vesting during the Performance Year.
After the expiry of the Performance Year, allotment of any Performance Amount
will occur. Settlement of any Cash Amount is expected to occur during the
spring 2014.

Subsequent to the allotment of any Share Amount, Performance Rights will be
awarded the Participant followed by a deferral period of three years (the
“Lock-up Period”), before final transfer of Performance Shares to the
Participant is expected to occur during 2017, after the annual general meeting
2017 and before the end of June 2017.

Deferred variable remuneration under the LTI 2013 will not be pensionable
income.

Participants

The Program will be open to approximately 20 Participants employed within the
Group, including the CEO.

Participants that during the term of LTI 2013 give or receive notice to leave
or leave the Group due to any other reason will not, as a general rule, have
the right to receive Performance Shares. Participants who enter leave of
absence, parental leave, sick leave or similar during the Performance Year and
remain employed have the right to receive Performance Shares, subject to
individual adjustments of the terms and conditions. Participants who have
received allotment of Performance Rights and after the allotment enter leave
of absence, parental leave, sick leave or similar and remain employed or
retire have the right to receive Performance Shares. The board of directors
may decide to deviate from the distinctions above both in general or in
individual cases.

The board of directors shall be authorised to establish the detailed terms and
conditions for the Program. The board of directors may, in that regard, make
necessary adjustments to satisfy certain regulations or market conditions.

Participation in the Program presupposes that such participation is legally
possible in the various jurisdictions concerned and that the administrative
costs and financial efforts are reasonable in the opinion of the board of
directors.

Performance Targets and Performance Amount

The allotment of any Performance Amount is subject to the fulfilment of the
Performance Targets during the Performance Year. The Performance Targets
consists of the following key figures of the Group;

· 50 % weighting: the Operating Income Margin; calculated as Operating Income
divided by Net Sales, as reported in Haldex’s year-end report for 2013. The
Operating Income Margin should be adjusted for any abnormal business
procedures, capital gains or losses from structural changes such as
divestitures and acquisitions; and

· 50 % weighting: the Operating Cash Flow; calculated excluding financial
items and taxes as in Haldex internal cash flow statement, except any abnormal
business procedures.

In order for any allotment of the Performance Amount to occur, the starting
point for the at least one of the two Performance Target (the “Starting
Point”) must be exceeded and for maximum allotment of the Performance Amount
to occur, the outperform target for both Performance Targets (the “Outperform
Target”) must be satisfied. The Starting Point and the Outperform Target
(creating the “Target Range”) for each Performance Target will be set by the
board of directors and will be disclosed by Haldex no later than in the annual
report for the financial year 2016. Should the outcome fall within the Target
Range, a proportional allotment of the Performance Amount will be made.

The maximum Performance Amount is dependent on the Participant’s gross annual
fixed salary during 2013 (the “Base Salary”). The maximum Performance Amount
at Outperform Target is limited to 70 % of the Base Salary for the CEO and
other senior executives, 60 % – 50 % of the Base Salary for other
Participants.

The total Share Amount for Participants in LTI 2013 is limited to SEK 6.67
million.

Performance Rights

The Share Amount is converted into a number of Performance Rights, rounded off
to the nearest whole number, by dividing of the Share Amount with the
volume-weighted average price paid per ordinary share in Haldex at NASDAQ OMX
Stockholm during the last ten trading days in February 2014 (the “Translation
Rate”), however, not lower than SEK 19.65 per share (the “Floor Price”). The
board of directors has the right to, in connection with certain corporate
events, inter alia in case of a share split or a reverse share split, resolve
on an adjustment of the Floor Price in accordance with general principles on
the equity market for recalculation in such events.

A Performance Right does not constitute a security or a financial instrument
and will not be registered on any securities account with any central
securities depository. Participants do not have the right to pledge, sell,
transfer or in any other way dispose of the Performance Rights.

A Performance Right does not carry any right to dividends or other
shareholders’ rights during the duration of the Performance Right. However,
holders of Performance Rights shall receive dividend compensation on the
underlying Performance Share during the Lock-up Period in the form of a cash
amount.

The number of Performance Rights can be recalculated in case of a bonus issue,
new issue of shares, conversion of convertible instruments, share split or
reverse share split and in certain other cases in accordance with general
principles on the equity market for recalculation in such events.

Allotment of Performance Shares

Each Performance Right held by a Participant bestows a conditional right to
automatically and free of charge receive allotment of one Performance Share in
2017.

The total number of Performance Shares that may be allotted to the
Participants shall not exceed 339,194, which equals the quotient of (a) the
highest aggregate Share Amount for all Participants divided by (b) the Floor
Price.

Delivery of any Performance Shares shall be conditional on the fulfilment of
the Performance Targets and the Participant being employed within the Group
throughout the Lock-up Period. In addition, in order for any allotment of
Performance Shares to occur, the Participants’ outcome of LTI 2013 shall be
reasonable in the opinion of the board of directors with regard to the
financial situation of the Company, the employer and/or the Group. The board
of directors shall prior to and in close proximity to each allotment of
Performance Shares evaluate whether and to which extent the stated conditions
are fulfilled.

If not all the conditions are fulfilled, the board of directors has the right,
at its own discretion, to unilaterally change the terms and conditions for LTI
2013 as the board of directors deems appropriate and in this context for
example in whole or in part declare outstanding Performance Rights forfeited,
meaning that fewer or no Performance Shares at all will be transferred to the
Participant. A decision of such change shall be publicly announced no later
than in connection with Haldex’s first financial report following the
decision.

Hedging

The board of directors proposes that the annual general meeting, as a main
alternative (item 15 (b) alternative (1) below) resolves (i) to authorise the
board of directors to resolve on acquisitions of own shares on a regulated
market, and (ii) to transfer own shares free of charge to Participants.

Since the Program, in principle, is not expected to give rise to any initial
social security payments for the Group, the board of directors has decided not
to propose to the annual general meeting 2013 to resolve on transfers of own
common shares on a regulated market in order to cover such costs. Prior to the
transfers of shares to Participants, the board of directors intends to propose
to the annual general meeting 2016 and/or 2017 that transfers be made of own
shares on a regulated market in order to cover above mentioned costs.

Should the majority required under item 15 (b) alternative (1) below not be
reached, the board of directors proposes that Haldex shall be able to enter
into an equity swap agreement with a third party (item 15 (b) alternative (2)
below).

Estimated costs

The estimated maximum costs of LTI 2013 amounts to SEK 8.67 million.

The calculation of the estimated costs has been made based on the following
assumptions: (i) a market price of the Haldex common share of SEK 39.30, (ii)
dividend of SEK 0.00 is paid by Haldex each year during the Program and (iii)
an assessment of future volatility in respect of the Haldex common share. In
total, this can lead to maximum costs for the Program of approximately SEK
6.67 million, excluding social security costs. The costs for social security
charges are calculated to approximately SEK 2.00 million assuming an annual
share price increase of 10% during the Lock-up Period. If the share price
increases from SEK 39.30 with 10% until the implementation of the Program the
effect on costs would only be marginal as the number of Performance Rights
would be reduced correspondingly. Also in case of a decrease in the share
price the effect on costs would be marginal. The expected annual costs,
including social security charges, corresponds to approximately 1.00% of
Haldex’s total employee costs.

Preparation of the Program

The proposal for LTI 2013 has been prepared by the board of directors and
discussed with major shareholders.

Previous incentive programs in Haldex

Since the employee stock option plan LTI 2010 was fully settled in early 2013,
Haldex has currently no outstanding share-related incentive programs.

Proposal for resolution on hedging arrangements in respect of the Program
(item 15 (b) on the agenda)

Proposal for resolution on acquisitions and transfers of own shares (item 15
(b) alternative (1))

(i) Authorisation for the board of directors to resolve on acquisitions of own
shares

The board of directors proposes that the annual general meeting authorises the
board to resolve on acquisitions of own shares on one or several occasions
during the period up to the annual general meeting 2014 in accordance with the
following:

· acquisitions of own shares shall be made on NASDAQ OMX Stockholm;

· no more than 425,000 own shares may be acquired; and

· acquisitions of own shares shall be made in cash and at a price within the
applicable stock market share price range at the time of the acquisition.

The reasons for the proposed authorisation to acquire own shares is to secure
delivery to Participants of shares in accordance with LTI 2013 and to enable
transfers of shares on a regulated market to cover costs associated with the
Program.

(ii) Resolution on transfers of own shares to Participants in LTI 2013

The board of directors proposes that the annual general meeting resolves on
transfers of own shares in accordance with the following.

· the maximum number of shares that may be transferred shall be 339,194;

· entitled to receive the shares shall, with deviation from the shareholders’
preferential rights, be the Participants in LTI 2013, with right for each of
the Participants to receive no more than the maximum number of shares allowed
under the terms and conditions for LTI 2013;

· the Participants’ right to receive shares are conditional upon the
fulfilment of all of the conditions set up in LTI 2013; · the shares shall be
transferred within the time period set out in the terms and conditions of LTI
2013;

· the shares shall be transferred free of charge; and

· the number of shares that may be transferred to the Participants in LTI 2013
may be recalculated due to bonus issue, share split, rights issue and similar
events in accordance with the terms and conditions of LTI 2013.

The reason for the proposed transfers and for the deviation from the
shareholders’ preferential rights is to enable delivery of shares to
Participants in LTI 2013.

Proposal for resolution on equity swap agreement with a third party shares
(item 15 (b) alternative (2))

Should the majority required under item 15 (b) alternative(1) above not be
reached, the board of directors proposes that the annual general meeting
resolves that the expected financial exposure of the Program shall be hedged
by Haldex being able to enter into an equity swap agreement with a third party
on terms in accordance with market practice, whereby the third party in its
own name shall be entitled to acquire and transfer shares in Haldex to the
Participants.

Miscellaneous

Conditions

The annual general meeting’s resolution on the implementation of the Program
according to item 15 (a) above is conditional upon the meeting either
resolving in accordance with the board of directors’ proposal under item 15
(b) alternative(1) above or in accordance with the board of directors’
proposal under item 15 (b) alternative(2) above.

Majority requirements

The annual general meeting’s resolution regarding the Program according to
item 15(a) above requires a simple majority among the votes cast. A valid
resolution under item 15(b) alternative(1) above requires that shareholders
representing not less than nine-tenths of the votes cast as well as of the
shares represented at the meeting approve the resolution. A valid resolution
under item 15 (b) alternative (2) above requires a simple majority among the
votes cast.

Proposals regarding authorisations to acquire and transfer own shares (items
16(a) – (b) on the agenda)

Proposal for resolution on authorisation for the board of directors to resolve
on acquisitions of own shares (item 16 (a) on the agenda)

The board of directors proposes that the annual general meeting authorises the
board to resolve on repurchase of own shares on one or several occasions
during the period up to the annual general meeting 2014 in accordance with the
following:

· acquisition of own shares shall be made on NASDAQ OMX Stockholm;

· own shares may be acquired to the extent the company’s holdings of own
shares in total amounts to no more than one tenth of all shares in the
company;

· acquisition of own shares shall be made in cash and at a price within the
applicable stock market share price range at the time of the acquisition.

The reasons for the proposed authorisation to repurchase own shares are to
enable share transfers in accordance with the board’s proposals under 16 (b)
below and, hence, to increase the flexibility of the board in connection to
potential future corporate acquisitions, and to increase the board’s
possibilities to continuously be able to adapt the company’s capital
structure, thereby contributing to increased shareholder value.

Proposal for resolution on authorisation for the board of directors to resolve
on transfers of own shares in connection to corporate acquisitions (item 16
(b) on the agenda)

The board of directors proposes that the annual general meeting authorises the
board to resolve on transfer of own shares on one or several occasions during
the period up to the annual general meeting 2014 in accordance with the
following:

· transfer of own shares shall be made either on NASDAQ OMX Stockholm or in
another manner;

· transfer of own shares may be made with deviation from the shareholders’
preferential rights;

· the maximum number of shares that may be transferred shall be the total
number of own shares held by the company at the time of the board’s resolution
to transfer the shares;

· transfer of shares shall be made at a price that shall be determined in
close connection with the shares’ quoted price at the time of the board’s
resolution to transfer the shares;

· payment for the transferred shares may be made in cash, by contribution in
kind or by set-off.

The reasons for the proposed transfer and for a potential deviation from the
shareholders’ preferential rights are to increase the flexibility of the board
in connection to potential future corporate acquisitions, by facilitating a
fast and cost efficient financing thereof.

Majority Requirements

Resolutions passed by the annual general meeting in accordance with the board
of director’s proposal under the items 16 (a) – (b) above are valid only when
supported by shareholders holding at least two thirds of the votes cast as
well as of the shares represented at the meeting.

C. MISCELLANEOUS

Documents

The accounts and the auditor’s report, together with the auditor’s statement
regarding whether the company has complied with the guidelines for
remuneration to senior executives in force since the last annual general
meeting, will be available at the company and on the company’s website
www.haldex.com at the latest as from Thursday 4 April 2013 and will be sent to
shareholders upon request. Copies of the complete proposals of the board of
directors will be available at the company and on the company’s website
www.haldex.com at the latest as from Thursday 4 April 2013 and will be sent to
the shareholders upon request. The accounts and the auditor’s report together
with the auditor’s statement as set out above, as well as the board’s complete
proposals, will also be available at the annual general 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 Anna Ellman, 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 totals
44,215,970. Haldex owns 11,705 own shares as per the day of this notice.

Landskrona in March 2013 Haldex Aktiebolag (publ) The board of directors

Haldex (www.haldex.com), headquartered in Landskrona, Sweden, is a provider of
proprietary and innovative solutions to the global commercial 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 approx 3.9 billion SEK in 2012. The number of
employees amounts to about 2,200.

Haldex AB (publ) is required to publish the above information under the
Swedish Financial Instruments Trading Act. The information was submitted for
publication on March 20, 2013 at 15.30 CET.

This information was brought to you by Cision http://news.cision.com

Contact:

For further information, please contact:
Kristina Brink,
Corporate Communications Manager:
+46 418 47 61 88 or +46 705 90 91 40