At the Annual General Meeting in
Election of Board of Directors and auditor
The AGM re-elected the Directors
Remuneration to the Directors shall be allocated with
The AGM elected the accounting firm
Allocation of the company's profit
In accordance with the proposal of the Board of Directors, the AGM resolved to declare a dividend of
Nomination, Remuneration and Audit Committees
The AGM re-elected
At the Statutory Board Meeting following the AGM,
Remuneration report
The AGM resolved to approve the Board's report on remuneration pursuant to Chapter 8, Section 53 a of the Swedish Companies Act for the financial year 2020.
Performance based long term incentive programme (Share Programme 2021/2024)
The AGM resolved, in accordance with the proposal of the Board of Directors, to implement a performance based long term share programme for 2021 ("Share Programme 2021/2024") for the group management, division managers, senior executives and key employees within the
Participants are offered to be allocated performance awards free of charge that may entitle to Series B shares in the company provided that the performance condition related to the development of Hexagon's earnings per share compared to the target level set by the Board of Directors during the measurement period
The Share Programme 2021/2024 is estimated to comprise maximum 716,000 Series B shares in total, which corresponds to approximately 0.2 per cent of the total number of outstanding shares in the company. To ensure the delivery of Series B shares under Share Programme 2021/2024, 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 2021/2024. Provided that the performance condition is fully met, the total costs for Share Programme 2021/2024 is estimated to a maximum of approximately
Authorization for the Board of Directors to resolve on acquisitions and transfers of own shares
The AGM resolved to authorize the Board of Directors to, on one or more occasions for the period up until the next Annual General Meeting, resolve 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 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. Transfer of shares may be made at a maximum of ten 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. Transfer in connection with acquisitions may be made at a market value assessed by the Board of Directors. The purpose of the authorizations is to give the Board of Directors the opportunity to adjust the company's capital structure and thereby contribute to increased shareholder value, to enable acquisition opportunities by financing acquisitions with the company's own shares, and 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.
Authorization for the Board of Directors to resolve on issues of shares, convertibles and/or warrants
The AGM resolved to authorize the Board of Directors during the period up until the next AGM 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 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.
Share split and change of the Articles of Association
The AGM resolved in accordance with the Board of Directors proposal on a 7:1 share split so that each existing share, irrespective of series, is divided into seven shares of the same series and that the Articles of Association is changed so that the number of shares issued shall be not less than one billion four hundred million and not more than five billion six hundred million. The Board of Directors is authorized to decide on the record date for the split. After the share split is completed, the number of shares in the company will amount to 2,572,855,614 of which 110,250,000 are Series A shares and 2,462,605,614 are Series B shares. Further, the AGM resolved to insert a new section in the Articles of Association allowing the Board of Directors to collect powers of attorney in accordance with the procedure described in Chapter 7, Section 4 of the Swedish Companies Act and to decide that shareholders shall have the right to exercise their votes by post before a General Meeting.
Due to the risk of the spread of Covid-19 and the authorities' regulations and advice, the AGM was carried out solely through advance voting (so-called postal voting) pursuant to temporary legislation.
Minutes with complete resolutions from the AGM will be made available on the company's website www.hexagon.com no later than
For further information, please contact
Maria Luthström, Head of Sustainability and Investor Relations,
The information was submitted for publication at
Hexagon är ett världsledande företag inom sensorer, mjukvara och autonoma lösningar. Vi sätter data i arbete i syfte att öka effektivitet, produktivitet och kvalitet i lösningar för tillverkningsindustrin, infrastruktur, säkerhet och mobilitet.
Våra teknologier gör ekosystem i städer och produktion mer uppkopplade och autonoma vilket bidrar till en skalbar och hållbar framtid.
Hexagon (Nasdaq Stockholm: HEXA B) har omkring 21 000 anställda i 50 länder och en omsättning på cirka 3,8 miljarder EUR. Läs mer om oss på hexagon.com och följ oss på @HexagonAB.
https://news.cision.com/hexagon/r/annual-general-meeting-in-hexagon-ab,c3336732
https://mb.cision.com/Main/387/3336732/1410219.pdf
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