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2020-10-30

Hexagon: NOTICE TO THE EXTRAORDINARY GENERAL MEETING IN HEXAGON AB (publ)

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 1 December 2020, as soon as the outcome of the postal voting has been finally confirmed.

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 Euroclear Sweden AB on Monday 23 November 2020, and must also give notice of their intention to participate no later than on Monday 30 November 2020 by casting their postal votes in accordance with the instructions under the heading "Postal voting" below so that the postal vote is received by Euroclear Sweden AB no later than that day. Please note that the notification to the Extraordinary General Meeting can only be made by postal voting. 

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 Euroclear Sweden AB as of the record date on Monday 23 November 2020. Voting rights registration requested by the shareholder at such time that the registration has been completed by the nominee no later than Wednesday 25 November 2020 will be taken into account in the preparation of the share register.
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 Hexagon AB, c/o Euroclear Sweden, Box 191, SE-101 23 Stockholm, Sweden, or by e-mail to GeneralMeetingServices@euroclear.eu.Completed forms must be received by Euroclear Sweden AB no later than 30 November 2020. Shareholders who are natural persons may also cast their votes electronically through verification with BankID via Euroclear Sweden AB's website https://anmalan.vpc.se/euroclearproxy. Such electronic votes must be submitted no later than 30 November 2020.

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 Euroclear Sweden AB on + 46 (0)8 402 92 21.

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 Gun Nilsson shall be elected Chairman of the Meeting.

Preparation and approval of the voting list (item 3)

The voting list proposed to be approved is the voting list prepared by Euroclear Sweden AB on behalf of the company, based on the general meeting share register and received postal votes, controlled and checked by the persons assigned to check the minutes.

Election of two persons to check the minutes (item 5)

The Board of Directors proposes Johannes Wingborg, representing Länsförsäkringar Fondförvaltning and Fredrik Skoglund, representing Spiltan Fonder, or if one or both of them are prevented from participating, the person(s) appointed by the Board of Directors, to check the minutes. The assignment to check the minutes also include checking the voting list and that the received postal votes are correctly reflected in the minutes of the meeting.
 

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 29 April 2020 to postpone the resolution on dividend for the financial year 2019 until the impact of the pandemic is clearer and market conditions have stabilised. The Annual General Meeting resolved in accordance with the proposal by the Board of Directors that no dividend be distributed to the shareholders. The Board has now, given the company's solid financial position, both in terms of capital and liquidity, assessed that the prerequisites exist to distribute a dividend in accordance with the original proposal. The Board of Directors therefore proposes that the Extraordinary General Meeting resolves on a dividend of EUR 0.62 per share. As record date for the dividend, the Board of Directors proposes 3 December 2020. If the General Meeting resolves in accordance with the proposal, the dividend is expected to be distributed by Euroclear Sweden AB on 10 December 2020.

According to the most recently approved balance sheet as of 31 December 2019, the non-restricted equity of the company amounted to TEUR 4,727,240. The Annual General Meeting held on 29 April 2020 resolved that the amount at the disposal of the general meeting should be carried forward. Thus, the amount available under Chapter 17, Section 3, first paragraph of the Swedish Companies Act amounts to
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 Hexagon Group as follows. 
 

The rationale for the proposal

The purpose of Share Programme 2020/2023 is to strengthen the Hexagon Group's ability to retain and recruit competent employees, provide competitive remuneration and to align the interests of the shareholders with the interests of the employees concerned. Through a share-based incentive programme, the employees' remuneration is tied to the company's earnings and value growth and creates long-term incentives for the programme participants. In light of the above, the Board of Directors believes that the implementation of Share Programme 2020/2023 may have a positive effect on the long-term value growth of the Group and, consequently, that Share Programme 2020/2023 is beneficial to both the shareholders and the company.

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 Hexagon Group, who are divided into four groups: the President and CEO and group management ("Group 1"), division managers ("Group 2") and other senior executives and key employees ("Group 3" and "Group 4"). Invitation to participate in the programme shall be provided by Hexagon no later than on 31 December 2020. Participation in Share Programme 2020/2023 requires that the participant has been employed by the Hexagon Group for at least twelve (12) months prior to the date of the offer.

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 EUR 60 million, including social costs.

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 1 January 2020 until 31 December 2023 are fulfilled, where the last financial year during the measurement period is compared with the financial year preceding the measurement period. The Board of Directors intends to present the fulfillment of the performance-based condition in the annual report for the financial year 2023.

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 Hexagon Group. Exemptions to the requirement of employment may be granted in specific cases, including a participant's death, disability or retirement.
  • 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 pl...
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