Report from Haldex AB's Annual General Meeting on 8 June 2011


Report from Haldex AB's Annual General Meeting on 8 June 2011

 

Dividend

The AGM resolved, in accordance with the board's proposal, on a dividend
of 3 SEK per share. The record date was set to 13 June 2011, and the
dividend is expected to be distributed by Euroclear Sweden AB on 16 June
2011.

The AGM decided that all shares in the wholly owned subsidiary
Concentric AB will be distributed, and that each share in Haldex AB
entitles the owner to one share in Concentric AB. The record date for
entitlement to receive the Concentric shares has been set to 13 June
2011. The shares in Concentric AB will be distributed by Euroclear
Sweden AB and will be listed at NASDAQ OMX Stockholm on 16 June 2011.
For further information about Concentric AB, please refer to the listing
prospectus available at Haldex' homepage, www.haldex.com.

Redemption programme

The AGM resolved, in accordance with the board's proposal, on a
mandatory redemption of shares including a share split, a reduction of
the share capital with repayment to the shareholders and a bonus issue.
Each share will be split into two new shares (share split 2:1), one of
which is to be called redemption share. The record date for the share
split is 4 July 2011. After a period of trading on NASDAQ OMX Stockholm,
the redemption shares will be redeemed in exchange of SEK 30 in cash.
The record date for the right to receive the redemption amount is 25
July 2011. Finally, in order to restore the share capital, a bonus issue
without issuance of new shares will transfer funds from the
non-restricted equity to the share capital.

The shareholders are not required to take any actions in order to
receive the redemption amount. For further information, please refer to
the redemption programme information brochure available at Haldex'
homepage, www.haldex.com.

Board of directors and auditors

The AGM re-elected Göran Carlson, Stefan Charette, Arne Karlsson,
Caroline Sundewall and Anders Thelin and elected C S Patel and Magnus
Johansson as directors. The AGM appointed Göran Carlson as new chairman
of the board.

Fees to the board of directors will be paid at unchanged fee levels. The
chairman will receive SEK 450,000 and each of the other directors will
receive SEK 175,000. In addition, consideration for committee work will
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. Auditor's fees are to be paid on
current account.

Nomination committee

The AGM resolved that the nomination committee in the respect of the AGM
2012 shall have four members and shall consist of one representative
each of the four largest shareholders by votes. The names of these four
representatives and the names of the shareholders they represent, shall
be announced no later than six months before the AGM 2012 and shall be
based on the shareholdings immediately prior to the announcement.

Guidelines for remuneration of senior executives

The AGM resolved to adopt the guidelines for remuneration of senior
executives as proposed by the board of directors.

Acquisitions and transfers of own shares

In accordance with the board's proposal, the AGM resolved to authorise
the board to acquire and/or transfer of own shares on one or more
occasions until the AGM 2012.

Acquisition of the company's own shares can be made on NASDAQ OMX
Stockholm, for the purpose of increasing the flexibility of the board in
connection with potential future corporate acquisitions, and to cover
costs and ensure delivery of shares in accordance with LTI 2010. The
company's total holdings of own shares must not at any time exceed 10
per cent of the total number of shares in the company.

Transfer of own shares can be made either on NASDAQ OMX Stockholm or in
any other manner, for the purpose of financing possible future corporate
acquisitions, up to the number of own shares held by the company at the
time of transfer. Transfer of own shares may be made with deviation from
the shareholders' preferential rights and shall be made at a price
determined in close connection to the shares' quoted price at the time
of the board's resolution on transfer.

Amendment of the Articles of Association

In accordance with the board's proposal, the AGM resolved to amend the
articles of association. The amendments were made for the purposes of
adapting the articles of association to the new provisions in the
Swedish Companies Act that entered into force 1 January 2011, adapting
the articles of association to the implemented reorganisation and to
enable the board's proposal of redemption of shares.

Reduction of the statutory reserve

The AGM resolved to reduce the company's statutory reserve, as proposed
by the board. The reduction is made pending approval by the Swedish
Companies Registration Office.

Stockholm 8 June 2011
Haldex Aktiebolag (publ)
The Board of Directors

 

Attachments

06082853.pdf