HEXAGON AB The shareholders of
In light of the risk of the spread of the coronavirus and the authorities' regulations/advice about avoiding gatherings, the Board of Directors has decided that the Extraordinary General Meeting shall be conducted without physical presence of shareholders, representatives or third parties and that the shareholders before the Meeting should be able to exercise their voting rights only by post. Information on the resolutions passed at the Meeting will be disclosed on
A. CONDITIONS FOR ATTENDANCE
Shareholders who wish to participate in the Extraordinary General Meeting by postal voting must be recorded in the shareholders' register maintained by
For shareholders who have their shares nominee-registered, the following applies in order to be entitled to participate in the 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 Section 20 and 22 of the Act (2020:198) 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 form for postal voting is available on the company's website www.hexagon.com. Completed and signed forms for postal voting 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
Proposal for agenda
1. Opening of the Meeting.
2. Election of Chairman of the Meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of two persons to check the minutes.
6. Determination of compliance with the rules of convocation.
7. Resolution on dividend.
8. Resolution on a performance based long term incentive programme (Share Programme 2020/2023)
9. Authorization for the Board of Directors on acquisition and transfer of own shares.
10. Closing of the Meeting.
Proposals for resolutions
Election of Chairman of the Meeting (item 2)
The Board of Directors proposes that
Preparation and approval of the voting list (item 3)
The voting list proposed to be approved is the voting list prepared by
Election of two persons to check the minutes (item 5)
The Board of Directors proposes Johannes Wingborg, representing Länsförsäkringar Fondförvaltning and
Proposal for resolution on dividend (item 7)
Due to the current uncertainty in global demand caused by the Covid-19-pandemic, the Board of Directors decided prior to the Annual General Meeting on
According to the most recently approved balance sheet as of
TEUR 4,727,240. Provided that the Extraordinary General Meeting resolves in accordance with the proposal of the Board of Directors for dividend, TEUR 4,499,359 of the company's non-restricted equity will remain.
Proposal for resolution on a performance based long term incentive programme (Share Programme 2020/2023) (item 8)
The Board of Directors proposes that the General Meeting resolves on implementation of a performance based long-term share programme for 2020 ("Share Programme 2020/2023") for the group management, division managers, senior executives and key employees within the
The rationale for the proposal
The purpose of Share Programme 2020/2023 is to strengthen the
Participants in Share Programme 2020/2023 and allocation
Share Programme 2020/2023 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 2020, for participants in Group 2 and Group 3, 100 per cent of the participant's annual base salary for 2020, and for participants in Group 4, 35 per cent of the participant's annual base salary for 2020. 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, with reservation for any reduction in the number of shares in accordance with the terms of Share Programme 2020/2023, 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 Extraordinary 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 2024 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 2020/2023, in accordance with the abovementioned 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 2020/2023 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 is approximately
Provided that the performance condition is fully met, the total costs for Share Programme 2020/2023, 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 2020/2023 would exceed EUR 60 million, the total number of allocated Series B shares in Hexagon will be reduced so that the total costs of Share Programme 2020/2023 will not exceed this amount. Such reduction will be made pro rata in relation to the highest value for each participant category in accordance with the above.
Delivery of shares under Share Programme 2020/2023
To ensure the delivery of Series B shares under Share Programme 2020/2023, 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 2020/2023.
Preparation of the proposal
Share Programme 2020/2023 has been initiated by the Board of Directors of Hexagon and has been structured in consultation with external advisers. Share Programme 2020/2023 has been prepared by the Remuneration Committee and reviewed at meetings with the Board of Directors.
Resolution on authorization for the Board of Directors on acquisition and transfer of own shares (item 9)
The Board of Directors proposes that the 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 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 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.
According to the most recently approved balance sheet as of
TEUR 4,727,240. Provided that the Extraordinary General Meeting resolves in accordance with the proposal of the Board of Directors for dividend in accordance with Item 7 above, TEUR 4,499,359 of the company's non-restricted equity will remain.
The resolution 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 proposal of the Board of Directors concerning Items 7-9, the Board's motivated statement according to Chapter 18, Section 4 and Chapter 19, Section 22 of the Swedish Companies Act, the report by the Board of Directors according to Chapter 18, Section 6 and Chapter 19, Section 24 of the Swedish Companies Act, the auditor's report thereon and the company's Annual Report and the Auditor's Report for the financial year 2019 will be available for the shareholders at the company's headquarters at the address Lilla Bantorget 15, SE-111 23
F. SHAREHOLDERS' RIGHT TO RECEIVE INFORMATION
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 significant harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda. A request for such information shall be made in writing to the company no later than Monday
G. NUMBER OF SHARES AND VOTES IN THE COMPANY
The total number of shares in the company amounts to 367,550,802 of which 15,750,000 are shares of series A (with 10 votes per share), and 351,800,802 series B shares (with 1 vote per share). The total number of votes in the company amounts to 509,300,802.
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
____________________________
The Board of Directors
For further information, please contact:
Maria Luthström, Head of Sustainability and Investor Relations,
[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 sensor, software and autonomous solutions. We are putting data to work to boost efficiency, productivity, and quality across industrial, manufacturing, infrastructure, safety, and mobility applications.
Our technologies are shaping urban and production ecosystems to become increasingly connected and autonomous - ensuring a scalable, sustainable future.
Hexagon (Nasdaq Stockholm: HEXA B) has approximately 20,000 employees in 50 countries and net sales of approximately
https://news.cision.com/hexagon/r/notice-to-the-extraordinary-general-meeting-in-hexagon-ab--publ-,c3228231
https://mb.cision.com/Main/387/3228231/1328133.pdf
(c) 2020 Cision. All rights reserved., source
