The shareholders of
Due to the coronavirus, the Board of Directors has, pursuant to temporary legislation, decided that the Annual General Meeting will be held without physical presence of shareholders, proxy holders and third parties and that the shareholders are able to exercise their voting rights only by postal voting before the Annual General Meeting. Information on the resolutions passed at the Annual General Meeting will be disclosed on
A. CONDITIONS FOR ATTENDANCE
Shareholders who wish to participate in the Annual General Meeting by postal voting must firstly be registered in the share register maintained by
For shareholders who have their shares nominee-registered, the following applies in order to be entitled to participate in the Annual General Meeting. In addition to giving notice of participation by submitting a postal vote, such shareholder must request their bank or broker to temporarily re-register the shares in the shareholder's own name so that the shareholder is registered in the share register kept by
B. POSTAL VOTING
The Board of Directors has resolved that shareholders will be able to exercise their voting rights only by postal voting in accordance with the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. A special form must be used for the postal vote. The postal voting form is available on the company's website www.hexagon.com. Completed and signed postal voting forms can be sent by mail to
Shareholders may not submit special instructions or conditions with the postal vote. In such case, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form and at https://anmalan.vpc.se/EuroclearProxy.
For questions regarding the postal voting form, please contact
C. POWERS OF ATTORNEY
If the shareholder submits the postal vote by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. Proxy forms are available on the company's website www.hexagon.com and will be sent on request to shareholders who state their postal address. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form.
D. AGENDA OF THE ANNUAL GENERAL MEETING
Proposal for agenda
- Election of Chairman of the Meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of two persons to check the minutes.
- Determination of compliance with the rules of convocation.
- Presentation of
(a) the annual report and the auditors' report, as well as the consolidated financial report and auditors' report on the consolidated financial report for the financial year 2021,
(b) statement from the company's auditor confirming compliance with the guidelines for the remuneration of senior executives that have applied since the preceding Annual General Meeting, and
(c) the proposal of the Board of Directors for dividend and statement thereon.
- Resolutions concerning
(a) adoption of the income statement and balance sheet, and of the consolidated income statement and consolidated balance sheet, all as per
(b) disposition of the Company's profit as set forth in the balance sheet adopted by the Meeting and the record date for dividend distribution, and
(c) discharge of the Board of Directors and the Managing Director from personal liability.
- Determination of the number of members and deputy members of the Board of Directors.
- Determination of the fees to be paid to the board members and auditors.
- Election of board members and auditors.
- Election of members of the Nomination Committee.
- Resolution on approval of remuneration report.
-
Resolution on a performance based long term incentive programme
(Share Programme 2022/2025) - Authorization for the Board of Directors on acquisition and transfer of own shares.
- Authorization for the Board of Directors to issue shares, convertibles and/or warrants.
Proposals for resolutions
Election of Chairman of the Meeting (item 1)
The Nomination Committee elected in anticipation of the 2022 Annual General Meeting, comprising
Preparation and approval of the voting list (item 2)
The voting list proposed to be approved is the voting list prepared by
Election of two persons to check the minutes (item 4)
The Board of Directors proposes Johannes Wingborg, representing Länsförsäkringar Fondförvaltning and
Proposal for resolution on dividend (item 7 b)
For the financial year 2021, the Board of Directors proposes that a dividend of
Proposals regarding election of board members and auditor and fees (items 8-10)
The Nomination Committee proposes the following:
- The number of Board Members shall be ten, without deputies.
-
Directors' fees shall be paid as follows:
SEK 2,000,000 to the Chairman of the Board andSEK 670,000 to each of the other Board Members elected by the Annual General Meeting who are not employed by the company. As remuneration for committee work, the chairman of the Remuneration Committee shall receiveSEK 85,000 and each member of the Remuneration CommitteeSEK 60,000 and the chairman of the Audit Committee shall receiveSEK 275,000 and member of the Audit CommitteeSEK 225,000 -
Re-election of Board Members
Ola Rollén ,Gun Nilsson ,Ulrika Francke ,John Brandon ,Henrik Henriksson ,Sofia Schörling Högberg , Märta Schörling Andreen,Patrick Söderlund ,Brett Watson andErik Huggers as ordinary Board Members. -
Re-election of
Gun Nilsson as the Chairman of the Board. -
Re-election of auditing firm
PricewaterhouseCoopers AB as the company's auditor for a period of one year, i.e., until the end of the Annual General Meeting 2023, in accordance with the recommendation from the Audit Committee, whereby it is noted that the auditing firm has notified that the authorised public accountantBo Karlsson will be appointed principally responsible auditor. - Fees to auditor shall be payable according to contract.
Proposal for election of members of the Nomination Committee (item 11)
Shareholders together representing approximately 49 per cent of the number of votes in the company recommend that the Annual General Meeting as regards the Nomination Committee in respect of the Annual General Meeting 2023 resolves as follows:
- The Nomination Committee shall have four members.
-
Re-election of
Mikael Ekdahl (Melker Schörling AB),Jan Dworsky (Swedbank Robur fonder) andAnders Oscarsson (AMF andAMF Fonder ), and new election ofLiselott Ledin (Alecta) as members of the Nomination Committee in respect of the Annual General Meeting 2023. -
Re-election of
Mikael Ekdahl as Chairman of the Nomination Committee. - In case a shareholder, whom a member of the Nomination Committee represents, is no longer one of the major shareholders of Hexagon, or if a member of the Nomination Committee is no longer employed by such shareholder, or for any other reason leaves the Committee before the Annual General Meeting 2023, the Committee shall be entitled to appoint another representative among the major shareholders to replace such member.
Resolution on approval of remuneration report (item 12)
The Board of Directors proposes that the Annual General Meeting resolves to approve the
Proposal for resolution on a performance based long term incentive programme (Share Programme 2022/2025) (item 13)
The Board of Directors proposes that the General Meeting resolves on implementation of a performance based long-term share programme for 2022 ("Share Programme 2022/2025") for the group management, division managers, senior executives and key employees within the
The rationale for the proposal
The purpose of Share Programme 2022/2025 is to strengthen the
Participants in Share Programme 2022/2025 and allocation
Share Programme 2022/2025 is proposed to include a maximum of approximately 2,000 senior executives and key employees within the
Participants are offered to be allocated performance awards that may entitle to Series B shares according to the conditions set out below. The performance awards shall be based on a maximum value for each participant category. The maximum value for the participants in Group 1 will be 50 per cent of the participant's annual base salary for 2022, for participants in Group 2 and Group 3, 100 per cent of the participant's annual base salary for 2022, and for participants in Group 4, 35 per cent of the participant's annual base salary for 2022. The total sum of the maximum values of the performance awards thus defined for all participants will not exceed
The share price used to calculate the number of shares to which the performance awards entitles will be the volume-weighted average of the market price of Hexagon Series B shares on Nasdaq Stockholm during a period of five (5) trading days before the day the participants are offered to participate in the programme.
Performance condition
Allocated performance awards entitle to the receipt of Series B shares in the company provided that the performance condition related to the development of Hexagon's earnings per share[1] compared to the target level set by the Board of Directors during the measurement period
Other conditions
In addition to the above conditions, the following shall apply for the performance awards.
- Performance awards shall be granted free of charge after the Annual General Meeting.
- Each performance award entitles the holder to receive one Series B share in the company free of charge approximately four (4) years after allotment of the award (vesting period), provided that the above performance condition has been met and that the holder, at the time of the release of the interim report for the first quarter 2026 still is employed by the
- The Board of Directors shall have the opportunity to make adjustments as a result of extraordinary events such as bonus issue, share split, rights issue and/or other similar events.
- The performance awards are non-transferable and may not be pledged.
- The performance awards can be granted by the company or any other company within the Group.
Preparation and administration
The Board of Directors shall be responsible for preparing the detailed terms and conditions and administration of Share Programme 2022/2025, in accordance with the above mentioned terms and guidelines. To this end, the Board of Directors shall be entitled to make adjustments to meet foreign regulations or market conditions. The Board of Directors may also make other adjustments, including for example a right to resolve on a reduced allotment of shares, if significant changes in the
In the event that the Board of Directors considers that the delivery of shares under Share Programme 2022/2025 cannot be achieved at a reasonable cost, with reasonable administrative efforts or due to specific market conditions, the Board of Directors shall have the right to make appropriate local adjustments to the programme or instead offer participants a cash settlement.
Scope and costs of the programme
Provided that the share price for the company's Series B share at the time of allotment of performance awards under Share Programme 2022/2025 is
Provided that the performance condition is fully met, the total costs for Share Programme 2022/2025, in accordance with the principles and assumptions set out above, is estimated to a maximum of approximately
In the event that the total costs of Share Programme 2022/2025 would exceed
Delivery of shares under Share Programme 2022/2025
To ensure the delivery of Series B shares under Share Programme 2022/2025, the company intends to enter into an agreement with a third party on terms in accordance with market practice, under which the third party shall, in its own name, acquire and transfer Series B shares in the company to the participants in accordance with Share Programme 2022/2025.
Preparation of the proposal
Share Programme 2022/2025 has been initiated by the Board of Directors of Hexagon and has been structured in consultation with external advisers. Share Programme 2022/2025 has been prepared by the Remuneration Committee and reviewed at meetings with the Board of Directors.
Previous incentive programmes in Hexagon
For a description of Hexagon's other incentive programmes, Share Programme 2020/2023 and Share Programme 2021/2024, please see the company's Annual Report 2021, note 30, and the company's website www.hexagon.com. In addition to the programmes described therein, there are no other long term incentive programmes in Hexagon.
Resolution on authorization for the Board of Directors on acquisition and transfer of own shares (item 14)
Hexagon has previously, on the basis of authorization by the General Meeting, acquired own Series B shares for the purpose of using repurchased shares to give the Board of Directors the opportunity to adjust the company's capital structure, to finance potential company acquisitions, and as a hedge for the company's share-based incentive programmes. As of
In view of the above, the Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to pass a resolution, on one or more occasions for the period up until the next Annual General Meeting, on acquisition and transfer of Series B shares in the company. Acquisition of shares may be made at a maximum of so many Series B shares that the company's holding does not exceed ten (10) per cent of all shares in the company at that time. Acquisitions of shares on Nasdaq Stockholm may only occur at a price within the share price interval registered at that time, where share price interval means the difference between the highest buying price and the lowest selling price. Transfer of Series B shares may be made at a maximum of ten (10) per cent of the total number of shares in the company. A transfer may be made with deviation from the shareholders' preferential rights on Nasdaq Stockholm as well as to third parties in connection with acquisition of a company or a business. Compensation for transferred shares can be paid in cash, through an issue in kind or a set-off. Transfers of shares on Nasdaq Stockholm may only occur at a price per share within the share price interval registered at that time, where share price interval means the difference between the highest buying price and the lowest selling price. Transfer in connection with acquisitions may be made at a market value assessed by the Board of Directors.
The purpose of the authorizations is (i) to give the Board of Directors the opportunity to adjust the company's capital structure and thereby contribute to increased shareholder value, (ii) to enable acquisition opportunities by financing acquisitions with the company's own shares, and (iii) to ensure the company's undertakings, due to share-related or share-based incentive programs (other than delivery of shares to participants in incentive programs), including social security costs.
The resolution according to this item requires approval from shareholders representing at least two-thirds of both the number of votes cast as well as the shares represented at the general meeting in order to be valid.
Resolution on authorization for the Board of Directors to issue shares, convertibles and/or warrants (item 15)
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors during the period up until the next annual general meeting to, on one or more occasions, with or without deviation from the shareholders' preferential rights, and
with or without provisions for contribution in kind, set-off or other conditions, resolve to issue Series B shares, convertibles and/or warrants (with rights to subscribe for or convert into Series B shares). By resolutions in accordance with the authorization, the number of shares may be increased by a number corresponding to a maximum of ten (10) percent of the number of outstanding shares in the company at the time when the Board of Directors first uses the authorization.
The purpose of the authorization and the reasons for a potential deviation from the shareholders' preferential rights as set out above, is to ensure financing of acquisitions of companies, part of companies or businesses or to strengthen the company's capital base and equity/assets ratio. Such issues may not require amendment of the Articles of Association applicable from time to time. In case of deviation from the shareholders' preferential rights, issues by virtue of the authorisation shall be made on market conditions. In accordance with the conditions set out above, the Board of Directors shall also be authorized to resolve on other terms as considered necessary by the Board of Directors to carry out the issues.
The Board of Directors further proposes that the Managing Director, or anyone appointed by the Managing Director, shall have the right to make any adjustments that may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office (Sw: Bolagsverket).
The resolution according to this item requires approval from shareholders representing at least two-thirds of both the number of votes cast as well as the shares represented at the general meeting in order to be valid.
E. AVAILABLE DOCUMENTS
The Annual Report and the auditor's statement as well as the auditors'statement regarding whether the guidelines for the remuneration of senior executives have been complied with, the
F. SHAREHOLDERS' RIGHT TO RECEIVE INFORMATION
The Board of Directors and the Managing Director shall, if requested by a shareholder and the Board of Directors considers that it can be done without material damage to the company, provide information regarding issues that (i) may affect the assessment of an item on the agenda (ii) circumstances that may affect the assessment of the company's or its subsidiaries' financial position or information concerning (iii) the company's relation with other companies within the group. Such requests shall be made in writing to the company no later than 10 days prior to the Annual General Meeting, i.e. no later than
G. NUMBER OF SHARES AND VOTES IN THE COMPANY
The total number of shares in the company amounts to 2,705,477,888 of which 110,250,000 are shares of Series A (with 10 votes per share), and 2,595,227,888 are shares of Series B (with 1 vote per share). The total number of votes in the company amounts to 3,697,727,888.
H. PROCESSING OF PERSONAL DATA
For information about the processing of your personal data, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
For further information, please contact:
Maria Luthström, Head of Sustainability and Investor Relations,
____________________________
The Board of Directors
[1] Earnings per share is defined as the company's earnings per share after tax and dilution, excluding non-recurring items.
Hexagon is a global leader in digital reality solutions, combining sensor, software and autonomous technologies. We are putting data to work to boost efficiency, productivity, quality and safety across industrial, manufacturing, infrastructure, public sector, and mobility applications.
Our technologies are shaping production and people related ecosystems to become increasingly connected and autonomous - ensuring a scalable, sustainable future.
Hexagon (Nasdaq Stockholm: HEXA B) has approximately 22,000 employees in 50 countries and net sales of approximately
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