Notice of annual general meeting in Haldex Aktiebolag (publ)

Shareholders who have their shares nominee registered through a bank or other nominee must, in order to have the right to vote by post, register the shares in their own name with Euroclear Sweden AB. Such registration must be completed by 20 May 2021. The registration may be temporary.Shareholders may only exercise their voting rights at the meeting by voting in advance through digital postal voting. For advance voting, shareholders must use a digital form that will be available on the company's website, https://www.haldex.com/en/corporate/. The form must be completed and submitted no later than 25 May 2021. A shareholder who exercises his voting right by prior voting does not need to register specifically for the meeting as the submitted voting form is valid as a notification.If the shareholder allows a proxy to vote in advance on its behalf, a power of attorney must be attached to the form. If the shareholder is a legal entity, a registration certificate or other authorization document must be attached to the form. Further instructions and conditions can be found on the form. Proxy forms for shareholders who wish to vote by proxy are available on the company's website, https://www.haldex.com/en/corporate/.

B. AGENDA

Proposal for agenda

1. Opening of the general meeting and election of chairman of the general meeting.
2. Drawing up and approval of the voting list.
3. Election of two persons to attest the minutes.
4. Determination of whether the general meeting has been properly convened.
5. Approval of the agenda.
6. Presentation of the annual report and the audit report and the consolidated financial statements and the audit report on the consolidated financial statements.
7. Resolutions on
1. adoption of the profit and loss account and the balance sheet and the consolidated profit and loss account and the consolidated balance sheet,
2. discharge of liability for members of the board of directors and the managing director the financial year 2020, and
3. allocation of the company's profit according to the adopted balance sheet and determination of the record date for receipt of dividend.
8. Determination of the number of directors and auditors.
9. Determination of fees to the directors.
10. Determination of fees to the auditors.
11. Election of directors, chairman and auditor.
12. Resolution on approval of the remuneration report.
13. Resolution on the board of directors' proposal to guidelines for remuneration to members of the executive management.
14. Resolution on the establishment of a long-term incentive program (LTI).
15. Resolution on the board of directors' proposal to amend the Articles of Association.
16. Resolution on the board of directors' proposal to authorize the board of directors to decide on a new share issue.
17. Resolution on 
1. authorization for the board to resolve on acquisitions of own shares, and
2. authorization for the board to resolve on transfers of own shares in connection to corporate acquisitions.
18. Resolution on nomination committee instructions.
19. Closing of the general meeting.

Proposals for resolutions

Election of chairman of the meeting (item 1)

The Board of Directors proposes that the Chairman of the Board, Stefan Charette, to be elected Chairman of the Annual General Meeting.

Establishment and approval of the voting list (item 2)

The Board of Directors proposes that the AGM approve the voting list that has been prepared by the company, based on the AGM share register and the votes received, checked by the adjusters.

Election of two adjusters (item 3)

The Board proposes that two adjusters be appointed, and that Patricia Hedelius, representative for AMF Pensionsförsäkring AB and Anders Algotsson, representative for AFA Sjukförsäkrings AB be appointed as adjusters.

Resolution on discharge of liability for members of the board of directors and the managing director the financial year 2020 (item 7b)

1. Discharge of liability relate to the following persons:
2. Jörgen Durban (January 1 - June 23, 2020)
3. Markus Gustafsson   (January 1 – June 23, 2020)
4. Bernd Gottschalk (January 1 - June 23, 2020)
5. Mikael Thunved (January 1 - June 23, 2020)
6. Helene Svahn, CEO and board member (January 1 - December 31, 2020)
7. Stefan Charette (June 23 - December 31, 2020)
8. Håkan Karlsson (June 23 - December 31, 2020)
9. Viveka Ekberg (June 23 - December 31, 2020)
10. Catharina Modahl-Nilsson (June 23 - December 31, 2020)
11. Dzeki Mackinovski    (December 29 - December 31, 2020)
12. Detlef Borghardt (December 29 - December 31, 2020)
13. Per Holmqvist (January 1 - December 31, 2020)
14. Pers-Olof Bjällstål (January 1 - December 31, 2020)
15. Jahad Shako (January 1 - December 31, 2020)
16. Jimmy Emilsson (January 1 - December 31, 2020)

Proposed allocation of the company's profit according to the adopted balance sheet (item 7c)

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.

Proposed resolution on determining the number of board members and auditors (item 8)

AFA Sjukförsäkrings AB, AMF Pensionsförsäkring AB, Athanase Industrial Partner and the Fourth AP Fund ("AFA et al.") propose that the Board consists of six members elected by the Annual General Meeting and proposes that the company have an auditing company as auditor.

Proposed resolution on fees to the directors and the auditor (items 9)

AFA et al. proposes the following fees to the Board for the period until the next Annual General Meeting:

a. SEK 700,000 to the Chairman of the Board, and SEK 300,000 to each of the other Board members appointed by the Annual General Meeting who are not employees of the company;

b. SEK 100,000 to the chairman of the audit committee and SEK 50,000 to each of the other members of the audit committee; and

c. SEK 50,000 to the chairman of the remuneration committee and SEK 25,000 to each of the other members of the remuneration committee.

All proposals involve unchanged fees.

Proposed resolution on fees to the auditors (item 10)

AFA et al. proposes that fees to the auditor be paid in accordance with approved invoices, for the period until the next Annual General Meeting.

Proposed election of board members, chairman of the board and auditor (item 11)

AFA et al. proposes

1. re-election of Stefan Charette, Viveka Ekberg, Håkan Karlsson, Catharina Modahl Nilsson, Detlef Borghardt and Dzeki Mackinovski;
2. new election of Håkan Karlsson as Chairman of the Board;
3. re-election of the auditing company Öhrlings PricewaterhouseCoopers AB (PwC) in accordance with the audit committee's recommendation. PwC has announced that PwC intends to appoint the authorized public accountant Carl Fogelberg as the principal auditor.

Proposed resolution on approving the compensation report (item 12)

The Board of Directors proposes that the Annual General Meeting resolves to approve the Board's remuneration report on remuneration in accordance with Chapter 8, Section 53 a of the Swedish Companies Act.

Proposed guidelines for remuneration to members of the executive management (item 13)

The board of directors proposes the general meeting to adopt the following guidelines for remuneration to the members of executive management in the company.

The guidelines are largely in line with the guidelines adopted by the general meeting 2020.

Scope

The guidelines below apply to remuneration to members of the board of directors, the CEO, and other senior executives i.e. members of the company's executive management team. The guidelines apply to remuneration that is agreed upon after the meeting's decision to adopt the guidelines and in the event of changes being made to existing agreements after this date. However, the guidelines do not include remuneration decided by the general meeting e.g. board of directors' fee.

The guideline's promotion of the group's business strategy, long-term interests, and sustainability

Remuneration and other terms of employment for members of the executive management within the group shall be balanced, in accordance with market practice and competitive on the geographical market where the member of the executive management operates, with respect to structure, scope and compensation levels. The reason for this is to both in a short- and long-term perspective enable the group to attract and retain competent members of the executive management and other employees, which is a prerequisite to be able to implement the group's  business strategy, safeguard its long-term interests and achieve the group's sustainability goals.

Remuneration

Remuneration must be paid as a fixed salary, variable remuneration, pension, and other benefits such as e.g. car benefit.

The fixed salary should be based on the level of responsibility in relation to finance, decision making, strategy, global or local organization. The salary level must be comparative to the external market median for equivalent positions to ensure adjustment to the market.

The variable remuneration may consist of a long-term and short-term incentive program. Incentive programs should never individually exceed 60 percent of the fixed salary upon full goal fulfillment.

Pension benefits shall be based on defined contribution plans and as main principle be paid in accordance with pension rules in each country. As a main principle, pension premiums are based solely on fixed salary. Members of the executive management who are employed in Sweden shall have a defined benefit retirement pension (ITP 2) if they are born in 1978 or earlier of up to 30 income base amounts. For parts of the salary above such amount, pension premiums shall be paid with a fixed percentage of 30 % in accordance with the same principles as applicable to the defined contribution retirement pension plan (ITP 1). Members of the executive management born in 1979 or later, shall have a defined contribution retirement pension (ITP 1). The pension premium shall, in total, not exceed 35 % of the pensionable salary. Certain adjustments may occur in individual cases in accordance with local market practice. 

Other customary benefits may include, among other things, health insurance and car benefits and must be paid in accordance with current policy.

Criteria for payment of variable remuneration

Executive management members should be able to have a variable remuneration divided into a short-term incentive programme of one year and a long-term incentive programme over three years. Both programmes should be based on individual performance and be connected to pre-determined and measurable criteria, which also should contribute to the company's strategy and goals, such as sales, operating margin and return on capital employed (ROCE). The criteria shall be adopted, followed up and reviewed on an annual basis by the board.

The purpose of the variable remuneration is to motivate the executive management to achieve the set goals and thereby contribute to meeting the company's business strategy, long-term interests, and sustainability goals.

Termination of employment

Employment agreements between the company and the executive management shall generally be for an indefinite period. Executive management members receive remuneration throughout the duration of their employment and during the notice period. The notice period can vary between 6-12 months. In addition, members of the executive management shall be entitled to severance pay upon termination by the company. The fixed salary during the notice period and the severance pay shall, in total, not exceed an amount corresponding to the fixed salary over two years.

Consideration of salaries and terms of employment in preparation of the guidelines

In preparing the board of directors' proposal for these guidelines, salaries, and terms of employment for the company's employees have been considered by evaluating the employee's median salary, salary development and terms of employment in relation to these guidelines. Haldex evaluate the salaries and remuneration for all white-collar employees annually based on their responsibility, width of their role and staff responsibilities etc.

Consulting fees

In special cases, and during a limited period, board members can be remunerated for services within their respective area of expertise, which do not constitute of work for the board. A market-based fee shall be paid for these services.

Decision making

The board of directors have established a remuneration committee, which among other things, is responsible for preparing the board of director's proposal for guidelines regarding remuneration to the executive management submitted for resolution at the annual meeting, at least every fourth year. The guidelines shall remain in force until new guidelines are adopted by the general meeting. The compensation committee is also responsible for implementing the guidelines within the company (including to decide on potential deviations from the guidelines), to follow up and review the application of the guidelines in the company and evaluate and propose new forms of remuneration for the executive management and other key personnel. To the extent that a share-based compensation is proposed, the proposal shall be submitted for a resolution at the general meeting.

To avoid conflicts of interest, the CEO or other members of the executive management should not attend at the board's decision regarding remuneration issues insofar as they are affected by the matter.

Deviation from the guidelines

The board may deviate from above guidelines, in whole or partly, if there are special reasons in an individual case and a departure is necessary to meet the company's long-term interests and sustainability or to ensure the company's financial viability.

Proposed resolution on the establishment of a long-term incentive program (LTI) (item 14)

The board of directors proposes that the annual general meeting resolves to implement a long-term incentive program (the "LTI") in accordance with the terms and conditions set out below.

Preparation and administration of the LTI

Haldex's remuneration committee has prepared the proposal for the LTI in consultation with external advisors and major shareholders. The LTI has been discussed at board meetings during the first and second quarters of 2021. The board of directors or the remuneration committee shall be responsible for preparing the detailed terms and conditions of the LTI in accordance with the terms and guidelines resolved on by the annual general meeting.

Objectives of the LTI

The main objective of the LTI is to, by promoting a common interest between the CEO and the Company as well as creating conditions to retain the CEO, strengthen Haldex's financial development. The board of directors believes that the LTI will have a positive effect on the Group's long-term growth as well as the participant's long-term commitment to the Company's development through a long-term shareholding in Haldex, and will thus be beneficial to both the shareholders and the Company. The long-term objective of the LTI is reflected in the agreement with the participant of the LTI.

Participant and personal investment

The participant in the LTI are required to hold shares in Haldex equivalent to up to a maximum of 25 per cent of the gross annual base salary of the participant ("Qualifying Shares") no later than in connection with allotment of the Options (as defined below). The Haldex shares can either be shares already held or shares purchased on the market in connection with the notification to participate in the LTI. If the participant is prohibited from acquiring shares in connection with the time when the participant must hold the shares due to regulations under the Regulation (EU) No 596/2014 on market abuse, the Swedish Securities Market Abuse Penal Act (Sw. lagen (2016:1307) om straff för marknadsmissbruk på värdepappersmarknaden), the Swedish Act with Supplementary Provisions to the European Union's Market Abuse Regulation (Sw. lagen (2016:1306) med kompletterande bestämmelser till EU:s marknads-missbruksförordning) or other insider legislation applicable in respect of Haldex ("Insider Legislation"), the board of directors shall be entitled to instead allow the participant to acquire Qualifying Shares as soon as this is permitted.

The maximum number of Qualifying Shares for the participant is calculated by multiplying the participant's annual base salary, gross before taxes, (the "Base Salary") with 25 per cent and dividing it with a share price at market value calculated as the volume weighted average share price of the class B shares ("VWAP") during the period 9-22 April 2021 (the "Strike Price").

For each Qualifying Share, the participant shall receive the right to receive three (3) Haldex shares against paying the strike price equivalent to the VWAP for the period 3-17 May 2021 (the "Options"), which shall vest depending on the fulfilment of pre-determined performance criteria (see below), as follows.

The LTI is proposed to include the CEO of Haldex. The maximum number of Options that may be granted under the LTI is 60 778, representing approximately 0.12 per cent of the outstanding shares and votes in Haldex.

Performance measure for Options

The Options shall vest (i.e., give the participant the right to receive Haldex shares) after a three-year period, ending on 31 July 2024 (the "Vesting period"), provided that the participant continues to hold the Qualifying Shares at the end of the Vesting Period. The number of the Options that vest shall be determined as follows:

             i.        one third (1/3) of the Options shall vest without any additional performance criteria; and

            ii.        two thirds (2/3) of the Options shall vest provided that Haldex' average return on equity (Sw. avkastning på eget kapital) during the Vesting Period has amounted to at least fifteen percent (15 %) and provided that the participant remains employed by Haldex at the end of the Vesting Period.

Main terms of the Options

The Options shall be governed by the following additional main terms and conditions:

• Granted not later than 31 July 2021 (provided in each case that if the participant is prohibited at such time from acquiring Options due to Insider Legislation the board of directors shall be entitled to instead grant Options as soon as this is permitted).

• May not be transferred or pledged.

• Exceptions to the condition that the participant must be employed throughout the Vesting Period may be approved by the board of directors in certain cases.

• The number of Options may be recalculated by the company in the event of rights issues of shares, share splits, reversed share splits or similar events. Such recalculation shall be made in accordance with the principles that Nasdaq Stockholm applies for the recalculation of options in accordance with the regulations in force from time to time for such recalculation.

Cost of the LTI and effect on certain key ratios

The LTI will be accounted for in accordance with IFRS 2, which stipulates that the Options should be recorded as a personnel expense over the Vesting Period. Based on that the share price at the end of the Vesting Period will amount to the share price per 22 April 2021 respectively 133 % of the share price per 22 April 2021, (prior to any recalculation as referred to above) and that the participant remains employed for the entire Vesting Period, the total cost, exclusive of social security costs, for the LTI is estimated to be approximately SEK 250 000 at 1/3 vesting and SEK 750 000 at full vesting in both cases.

Social security costs will also be recorded as a personnel expense in the income statement by current accruals. The social security costs are, based on the assumptions above and an average social security tax rate of 31,42 per cent, estimated to be approximately SEK 0 respectively SEK 120 000 at 1/3 vesting and SEK 0 respectively SEK 360 000 at full vesting.

The impact on basic earnings per share if the LTI had been introduced in 2020 with the assumptions above (with full vesting) would result in a decrease of SEK 0,005 respectively SEK 0,008 on a yearly pro forma basis. The annual cost of the LTI including social security contributions is estimated to be approximately SEK 250 000 respectively SEK 370 000 based on these assumptions. This cost corresponds to approximately 0,03 per cent respectively 0,04 per cent of Haldex' total personnel costs, including social security contributions, of MSEK 938 in 2020. Haldex intends to present the final outcome of the LTI in the 2024 Annual Report.

Administration of the LTI

It is proposed that the board of directors shall be entitled to make other adjustments to the LTI, if it so deems appropriate, if changes occur in Haldex, its operation environment or the market that results in a situation where the conditions for vesting of Options becomes unreasonable, including, among other things, to resolve on a reduced allotment of shares, or to not allot any shares at all. Any such adjustments shall only be made in order to fulfil the main objectives of the LTI.

Delivery of shares

In order to ensure delivery of shares to the participant in the LTI, the board of directors proposes that 60 778 own shares shall be transferred to the participant in LTI in accordance with the following.

• The right to receive shares shall, with deviation from the shareholders' preferential rights, accrue to the participant, up to the maximum number of shares that the participant is entitled to receive under the terms of LTI.

• The participant's right to receive shares is conditional on all conditions for the LTI are fulfilled.

• The shares shall be transferred within the period and at the price specified in the terms and conditions of the LTI.

• The number of shares that can be transferred to the participant in the LTI can be recalculated as a result of recalculations in accordance with the terms and conditions of the LTI.

Majority requirements

Resolutions passed by the annual general meeting in accordance with the board of director's proposal under item 14 above are valid only when supported by shareholders holding at least nine-tenths (9/10) of the votes cast as well as of the shares represented at the meeting.

Proposed resolution to amend the articles of association (item 14)                                         

The board of directors proposes that the general meeting decides to amend the Articles of Association, as follows (proposed wording in italics). The purpose of the amendment is to enable power of attorney collection and postal voting even after the temporary law has expired. The Board of Directors proposes that the Articles of Association be supplemented with the following provision:

§ 12

The Board may collect proxies in accordance with the procedure specified in Chapter 7. Section 4, second paragraph, of the Swedish Companies Act.

The Board of Directors may decide before an Annual General Meeting that the shareholders shall be able to exercise their voting rights by post before the Annual General Meeting.

Consequently, a renumbering of existing provisions in the Articles of Association is proposed, whereby the current § 12 becomes § 13.

For resolutions in accordance with the Board's proposal as above, it is required that the resolution be supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the meeting.

The board of directors' proposal to authorize the board of directors to decide on a new share issue (item16)

The board of directors proposes that the general meeting authorizes the board of directors to, on one or more occasions until the annual general meeting 2022, decide on issue of shares corresponding to maximum ten per cent of the total amount of outstanding shares in the company at the time of the general meeting.

Share issues may be made with preferential rights for the shareholders and/or as a directed issue with deviation from the shareholders' preferential rights, and against payment in cash, with provision stating payment with non-cash consideration or by way of set-off.

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