Report from Annual General Meeting in Haldex


Haldex held its annual general meeting for 2016 on May 3 at Haldex’ head office
in Landskrona.
Dividend

The AGM resolved, in accordance with the board’s proposal, on a dividend of
SEK 2 per share. The record date was set to 6 May 2016, and the dividend is
expected to be distributed by Euroclear Sweden AB on 11 May 2016.

Board of directors and auditors

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

The AGM re-elected Öhrlings PricewaterhouseCoopers AB as the company’s auditor
for the period until the end of the AGM 2017. 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. Until the end of the AGM 2017 the
chairman of the board of directors shall receive SEK 554,000 (540,000) and each
of the other directors shall receive SEK 220,000 (215,000). 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 board’s proposal regarding the implementation of a new long
-term incentive program, LTI 2016, and hedging arrangements in respect thereof
by authorising the board to enter into an equity swap agreement with a third
party.

The program will be open to approximately 24 participants employed within the
group, including the CEO. In brief, LTI 2016 means that if certain performance
targets are achieved during the financial year 2016, 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 2020. The performance targets are linked to certain key
performance indicators for the Haldex group and certain participants have
additional functional targets.

The term of LTI 2016 is four years, with vesting during 2016 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 2017.

Under the program, no more than 305,293 shares can be allotted to the
participants. The estimated maximum costs of LTI 2016 amounts to SEK 11.9
million.

As the required majority of more than nine tenths of the votes cast was not
reached for the board’s main alternative to authorise the board to repurchase
and transfer own shares to the participants in LTI 2016, the AGM resolved in
accordance with the board’s second alternative to authorise the board of
directors to enter into a swap agreement with third party to enable delivery of
shares under LTI 2016.

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 own shares on one or more occasions until the AGM
2017.

Acquisition of the company’s own shares can be made on Nasdaq 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 % of the total
number of shares in the company.

Transfer of own shares can be made either on Nasdaq 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 the
transfer.

Further information:

Full details of each decision proposal can be downloaded from
http://corporate.haldex.com
For further information contact:

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

Haldex AB (publ) is required to publish the above information under the Swedish
Financial Instruments Trading Act. The information was submitted for publication
on May 3, 2016 at 17.50 CEST.
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 2,100 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 4.8 billion
SEK.

Attachments

05031404.pdf