The shareholders of
A. RIGHT TO ATTEND THE GENERAL MEETING
Shareholders who wish to attend the general meeting must
i. be included in the share register maintained by
ii. notify the company of its intention to attend the general meeting by
Mail:
Haldex AB , Notice AGM, Box 507, 261 24 Landskrona,Sweden ;Telephone: +46 418-47 60 00; or
E-mail: ir@haldex.com.
On giving notice of the attendance, the shareholder must state the shareholder's name, address, telephone number and personal identity number (or corporate identity number) and where applicable, the representative or advisors (not more than 2).
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
Powers of attorney, certificates of registration and other authorization documents must be available at the general meeting and are preferably provided to the company no later than
B. AGENDA
Proposal for agenda
- Opening of the general meeting and election of chairman at the general meeting.
- Drawing up and approval of the voting list.
- Election of two persons to verify the minutes.
- Determination of whether the general meeting has been properly convened.
- Approval of the agenda.
- Presentation of the annual report and the audit report and the consolidated financial statements and the audit report on the consolidated financial statements.
- Resolutions on
- adoption of the profit and loss account and the balance sheet and the consolidated profit and loss account and the consolidated balance sheet,
- discharge of liability for members of the board of directors and the managing director the financial year 2021, and
- allocation of the company's profit according to the adopted balance sheet and determination of the record date for receipt of dividend.
- Determination of the number of directors and auditors.
- Determination of fees to the directors.
- Determination of fees to the auditor.
- Election of directors and chairman of the board
- Election of auditor.
- Approval of the board of directors' Remuneration Report 2021.
- Resolution on the establishment of a long-term bonus program.
- Confirmation of 2021 LTI allotment.
- Proposal by a shareholder regarding the establishment of an integration institute.
- Closing of the general meeting.
Proposals
Item 1: Election of chairman of the meeting
The Nomination Committee proposes that the Chairman of the board of directors, Håkan Karlsson, to be elected Chairman at the Annual General Meeting
Item 7c: Resolution for allocation of the company's profit according to the adopted balance sheet
The board of directors proposes that no dividend will be paid and that the general meeting resolves that the accrued profits will be carried forward.
Item 8: Determining the number of board members and auditors
The Nomination committee proposes that the board of directors consists of six members elected by the Annual General Meeting and proposes that the company have an auditing company as auditor in accordance with the Audit Committee's recommendation.
The Nomination Committee proposes the following fees to the board of directors for the period until the next Annual General Meeting:
a.
b.
c.
Proposal a) involve a 10% increase all other proposals involve unchanged fees.
Item 10: Determining on fees to the auditor
The Nomination Committee proposes that fees to the auditor be paid in accordance with approved invoices, for the period until the next Annual General Meeting.
Item 11: Election of directors and Chairman of the Board
The Nomination Committee proposes that the following individuals are elected as directors of the board for the period until the next Annual General Meeting:
a. re-election of Håkan Karlsson,
b. re-election of Håkan Karlsson as Chairman of the board of directors.
Item 12: Election of auditor
The Nomination Committee proposes a re-election of the auditing company Öhrlings
Item 13: Approval of the Board's Remuneration Report 2021
The Board of Directors proposes that the Annual General Meeting approve the board of directors' remuneration report on remuneration to senior executives in 2021.
Item 14: Proposed resolution on the establishment of a long-term bonus program
The board of directors proposes that the Annual General Meeting resolves to implement a long-term bonus program (the "LTI Bonus") in accordance with the terms and conditions set out below.
Preparation and administration of the LTI Bonus
Objectives of the LTI Bonus
The main objective of the LTI Bonus is to, by promoting a common interest between the participants and
Participants and bonus levels
Participants in the LTI Bonus are up to 26 key employees, including members of the executive management, in
Main terms of the LTI Bonus
The LTI Bonus shall be governed by the following main terms and conditions:
- The LTI Bonus is vested during the calendar years 2022 and 2023 (the "Vesting Period") and is conditional upon, among other things, the fulfilment of certain performance criteria and that the participant is employed by the
Haldex group, in accordance with the main terms stipulated herein and the specific terms which will be included in the agreement with the participant. -
The participants undertake to purchase shares in
Haldex for the full net of tax amount of the cash bonus. The share purchases will take place on the stock exchange where theHaldex shares are listed and at the price per share that the shares are currently traded for at the time of the acquisition, why the share purchases will be made at the market value. -
The LTI Bonus will not result in any dilution of the existing shareholders' shares in the company as the participants acquires shares that are already traded on the stock exchange. This also means that
Haldex does not have to take any measures to ensure delivery of the shares to the participants. -
The participants must in general be employed by the
Haldex group during the entire Vesting Period, i.e.January 1, 2022 -December 31, 2023 , to be eligible for the bonus. If a participant has been employed during the Vesting Period, the bonus amount shall be reduced pro rata the employment period. A participant who has terminated his or her employment during the Vesting Period shall not be eligible for the bonus. -
The participants may not dispose of the shares until, at the earliest,
January 1, 2026 . -
To ensure an effective administration of the LTI Bonus,
Haldex has contracted a share plan administrator. Via the administrator, the participants will be able to acquire the shares inHaldex and, as ofJanuary 1, 2026 , dispose of the shares.
Performance criteria for LTI Bonus
In addition to the other conditions, in order for a cash bonus to be made payable to the participants, two performance criteria must be met during the calendar year 2022. The level of fulfilment of the performance criteria will determine the cash bonus amount. The two performance criteria are:
- Return on capital employed (ROCE), which represents 70% of the total award; and
- Operating profit, which represents 30% of the total award.
The level of fulfilment of the performance criteria is measured against the budget approved by the board of directors for 2022.
Timing of the share acquisition
LTI Bonus is constructed so that at the expiry of the Vesting Period, i.e. during 2024, the board of directors shall assess the level of fulfilment of the performance criteria in the calendar year 2022 as well as whether the other conditions for LTI-Bonus have been fulfilled. Thereafter, the bonus amount is paid out and shares can be acquired. The shares will thus be acquired in 2024, the year after the expiry of the Vesting Period. The reason why the share acquisition takes place earlier than three years from the conclusion of the LTI Bonus agreement is that the participants shall be able to take part in the shares' value development in the coming years. The participants undertake not to sell the acquired shares until after
Cost of the LTI Bonus
In addition to the bonus amounts being paid out, the costs for the LTI Bonus consist of regular personnel costs associated with cash compensation and an administration cost for the administrator's handling of the LTI Bonus. The costs will vary depending on the level of fulfilment of the performance criteria and the participants' salary and tax domicile. According to initial calculations,
The detailed terms and conditions of the LTI Bonus shall be decided by the board of directors or the remuneration committee, but shall remain within the framework of the terms and guidelines resolved on by the annual general meeting
It is proposed that the board of directors shall be entitled to make other adjustments to the LTI Bonus, if it so deems appropriate, if changes occur in
Majority requirements
Resolutions passed by the annual general meeting in accordance with the board of director's proposal item 14 are valid if supported by simple majority.
Item 15: Confirmation of 2021 LTI allotment
At the 2021 annual general meeting, a long-term incentive program for the CEO was approved (the "2021 LTI"). The 2021 LTI included a right to, under certain conditions, acquire
Additional information
For additional information regarding the 2021 LTI, please refer to the proposal set out in the notice for the 2021 annual general meeting available at: https://www.haldex.com/globalassets/corporate/pressreleasesdocuments/2021-en/3955473-notice-of-annual-general-meeting-in-haldex-aktiebolag-publ/notice-of-annual-general-meeting-in-haldex-aktiebolag-publ.
Majority requirements
A resolution regarding item 15 is only valid if supported by shareholders holding not less than nine tenths (9/10) of the votes cast as well as the shares represented at the general meeting.
Item 16: Proposal by shareholder
Shareholder
C. MISCELLANEOUS
Documents
The notice, financial statement, the complete proposals for resolutions, the auditor's statement, the Nomination Committee's proposals, as well as other documents, will be available at the company's office in Landskrona and on the company's website www.haldex.com/en/corporate no later than three weeks prior to the general meeting and will be sent upon request to shareholders stating their address. The documents will also be available at the general meeting. The Annual Report 2021 is available on the company's website and will be distributed to the shareholders who have ordered it.
Right to request information
Shareholders attending the general meeting have the right to request information according to Chapter 7, Section 32 of the Swedish Companies Act. Shareholders who wish to submit questions in advance may send them to
Shares and votes
As per the day of this notice, the total number of shares and votes in
Processing of personal data
For information on how personal data is processed in connection with the general meeting, please see the integrity policy available on
For further information, please visit, www.haldex.com/en/corporate or contact
Jenny Boström, Investor Relations Manager
E-mail: ir@haldex.com
Phone: +46 418 47 60 00
***
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This document is an unofficial translation of the Swedish original thereof. In the event of any discrepancies between the versions, the Swedish version shall prevail.
https://news.cision.com/haldex/r/notice-of-annual-general-meeting-in-haldex-aktiebolag--publ-,c3549083
https://mb.cision.com/Main/1432/3549083/1566229.pdf
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