The shareholders of Haldex Aktiebolag (“Haldex” or the “Company”) are hereby invited to attend the extraordinary general meeting to be held at 11.00 CEST on Thursday 17 August 2017, at Mannheimer Swartling Advokatbyrå, Norrlandsgatan 21, Stockholm, Sweden.
The Board convenes the extraordinary general meeting by reason of Knorr-Bremse AG (“Knorr-Bremse”), which holds approximately 14.9 per cent of the shares in the Company, having required an extraordinary general meeting to decide on Knorr-Bremse’s proposal in accordance with item 6 of the proposed agenda below.
A. RIGHT TO ATTEND THE GENERAL MEETING
Shareholders who wish to attend the general meeting must
- be recorded in the share register maintained by Euroclear Sweden AB, as of Friday 11 August 2017; and
- notify Haldex of their intention to participate in the general meeting at the address: Haldex AB, Wiveca Kivi, P.O. Box 507, SE-261 24 Landskrona, Sweden, by telephone 0418-47 61 63 or by e-mail to firstname.lastname@example.org, by Friday 11 August 2017 at the latest. On giving notice of attendance, the shareholder must state the shareholder’s name, address, telephone number, personal identity number or equivalent (corporate identity number) and shareholding. Proxies and representatives of a legal person must submit documents of authorisation prior to the general meeting. A proxy form is available on the company’s website, http://corporate.haldex.com
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 Euroclear Sweden AB. Such registration must be made as of Friday 11 August 2017, and the bank or broker should therefore be notified in due time before said date. The registration can be temporary.
Proposal for agenda
- Opening of the meeting and election of chairman of the meeting.
- Drawing up and approval of the voting list.
- Election of two persons to approve the minutes.
- Determination of whether the meeting has been properly convened.
- Approval of the agenda.
- Resolution on proposal from Knorr-Bremse AG that the General Meeting resolves to support and endorse, and to instruct the Board of Directors of Haldex AB to promptly, effectively and loyally execute the General Meeting’s resolution to support and endorse, Knorr-Bremse’s application to the Swedish Securities Council regarding an extension of the acceptance period of Knorr-Bremse’s public offer to the shareholders of Haldex, as well as to support and cooperate with Knorr-Bremse, and to instruct the Board of Directors of Haldex to promptly, effectively and loyally execute the General Meeting’s resolution to support and cooperate with Knorr-Bremse, in the preparation of notifications to merger control authorities regarding Knorr-Bremse’s acquisition of Haldex and the preparation of any remedies relating thereto.
- Closing of the meeting.
Information at the general meeting
The board of directors and the CEO shall, if any shareholder so requests and the board of directors believes that it can be done without material harm to the company, at the general meeting provide information regarding circumstances that may affect either the assessment of an item on the agenda or the company’s relation to other companies within the group. Shareholders requiring to submit questions in advance may send them to Wiveca Kivi, Haldex AB, P.O. Box 507, SE-261 24 Landskrona, Sweden.
Shares and votes
As per the day of this notice, the number of shares and votes in Haldex total 44,215,970. Haldex holds 11,705 shares in treasury as per the day of this notice.
Landskrona in July 2017
Haldex Aktiebolag (publ)
The board of directors