Report from Annual general meeting in Haldex


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 30 April 2015, and the dividend is
expected to be distributed by Euroclear Sweden AB on 6 May 2015.

Board of directors and auditors

The AGM re-elected Göran Carlson, Magnus Johansson, Staffan Jufors, Arne
Karlsson and Annika Sten Pärson and elected Carina Olson as director. The AGM re
-appointed Göran Carlson as chairman of the board.

The AGM elected Öhrlings PricewaterhouseCoopers AB as the company’s auditor for
the period until the end of the annual general meeting 2016. The auditor-in
-charge is Bror Frid.

It was resolved that the fees to the board of directors should be slightly
raised in relation to the previous year The chairman of the board of directors
shall receive SEK 540,000 (525,000) and each of the other directors shall
receive SEK 215,000 (210,000). 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.

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.

Implementation of a new long-term incentive program
The AGM approved the boards proposal regarding the implementation of a new long
-term incentive program, LTI 2015, and hedging arrangements in respect thereof
by authorizing the board to enter into an equity swap agreement with a third
party.

The program will be open to approximately 25 participants employed within the
group, including the CEO. In brief, LTI 2015 means that if certain performance
targets are achieved during the financial year 2015, the participants are
awarded a variable remuneration, of which 60 % will be awarded in cash and 40 %
will be awarded in the form of employee stock options. Each employee stock
option carries a right to automatically and free of charge receive one ordinary
share in Haldex during 2019. The performance targets are linked to the following
key figures of the Haldex group; Operating Income Margin and Operating Cash
Flow.

The term of LTI 2015 is four years, with vesting during 2015 and a succeeding
three year lock-in period, after which allotment of any shares to the
participants can occur. Settlement of any cash amount is expected to occur
during the spring 2016.

Under the program, no more than 272,253 shares can be allotted to the
participants. The estimated maximum costs of LTI 2015 amounts to SEK 13.7
million.

As the required majority of more than nine tenths of the votes cast was not
reached for the board’s main alternative to authorize the board to repurchase
and transfer own shares to the participants in LTI 2015, the AGM resolved in
accordance with the board’s second alternative to authorize the board of
directors to enter into a swap agreement with third party to enable delivery of
shares under the LTI 2015.

Acquisitions and transfers of own shares

In accordance with the board’s proposal, the AGM resolved to authorize the board
to acquire and/or transfer own shares on one or more occasions until the AGM
2016.

Acquisition of the company’s own shares can be made on NASDAQ OMX Stockholm at a
price within the applicable stock market share price range at the time of the
acquisition, for the purpose of increasing the flexibility of the board in
connection with 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. 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.

Further information:
Full details of each decision proposal can be downloaded from www.haldex.com
Contact person:

Catharina Paulcén, SVP Corporate Communications, catharina.paulcen@haldex.com or
+46 418 476157.
About Haldex

With more than 100 years of intensely focused innovation, Haldex holds unrivaled
expertise in brake systems and air suspension systems for heavy trucks, trailers
and buses. We live and breathe our business delivering robust, technically
superior solutions born from deep insight into our customers’ reality. By
concentrating on our core competencies and following our strengths and passions,
we combine both the operating speed and flexibility required by the market.
Collaborative innovation is not only the essence of our products – it is also
our philosophy. Our 2,235 employees, spread on four continents, are constantly
challenging the conventional and strive to ensure that the products we deliver
create unique value for our customers and all end-users. We are listed on the
Nasdaq Stockholm Stock Exchange and have net sales of approximately 4 billion
SEK.

Attachments

04283291.pdf