Hexagon : Annual General Meeting 2023

This is a non-official translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.

NOTICE TO THE ANNUAL GENERAL MEETING IN HEXAGON AB (publ)

The shareholders of Hexagon AB are invited to attend the Annual General Meeting (AGM) to be held at 16:00 CET on Tuesday 2 May 2023, at IVA Conference Center, Grev Turegatan 16, Stockholm.

The Board of Directors has, pursuant to Chapter 7, Section 4 a of the Swedish Companies Act (Sw. aktiebolagslagen) and the company's Articles of Association, decided that shareholders shall be able to exercise their voting rights by postal voting before the General Meeting. Consequently, shareholders may choose to exercise their voting rights at the AGM by attending in person, through a proxy or by postal voting.

1. PARTICIPATION IN PERSON OR BY PROXY Shareholders who wish to attend the AGM must:

firstly, be recorded as shareholders in the share register maintained by Euroclear Sweden AB on Friday 21 April 2023, and

secondly, notify the company of their attendance no later than Tuesday 25 April 2023, according to the instructions below.

Notice of attendance to the Annual General Meeting can be given on Hexagon's website, www.hexagon.com, or by post to: Hexagon AB, "Annual General Meeting", c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden,

or by phone [phone], on 25 April 2023 at the latest.

When giving notice of attendance, the shareholder must state their name, personal identity number/corporate identity number, address, telephone number (daytime) and shareholding.

For shareholders who wish to be represented by a proxy, an original proxy to act on behalf of the shareholder should be attached to the notice of attendance. A proxy form will be available on the company's website www.hexagon.comand will be sent by post to shareholders that contact the company and state their address. Representatives of a legal entity should also send a copy of the registration certificate or similar documentation of authorisation.

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1. PARTICIPATION BY POSTAL VOTING

Shareholders may exercise their voting rights through postal voting. Shareholders who wish to participate in the Annual General Meeting by postal voting must:

firstly, be recorded as shareholder in the share register maintained by Euroclear Sweden AB on Friday 21 April 2023, and

secondly, notify the company by submitting a postal vote in accordance with the instructions below, so that the postal vote is received by Euroclear Sweden AB no later than Tuesday 25 April 2023.

A special form must be used for the postal vote. The postal voting form is available on the company's website www.hexagon.com. A separate notification to the Annual General Meeting is not required as the postal voting form willbe considered as a notification. Completed and signed postal voting forms can be sent by mail to Hexagon AB, "Annual General Meeting", c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden, or by e-mail to [e-mail]. Completed and signed forms must be received by Euroclear Sweden AB no later than

25 April 2023. Shareholders may also cast their votes electronically through verification with BankID via Euroclear Sweden AB's website https://anmalan.vpc.se/EuroclearProxy, by 25 April 2023 at the latest.

Shareholders may not submit special instructions or conditions with the postal vote. In such cases, the entire postal vote will be invalid. Further instructions and conditions can be found in the postal voting form and at https://anmalan.vpc.se/EuroclearProxy.

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.comand 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.

Please note that shareholders who wish to attend the Annual General Meeting in person or by proxy must notify the company in accordance with the instructions under the heading "Participation in person or by proxy" above. A notification of participation by postal voting is not sufficient for shareholders who wish to attend the Annual General Meeting in person or by proxy.

1. NOMINEE-REGISTEREDSHARES

To participate in the AGM, shareholders with nominee-registered shares must - in addition to notification to the company of their attendance or submission of a postal vote - request their bank or broker to have the shares owner-registered with Euroclear Sweden AB, in order for the shareholder to be recorded in the share register. Such reregistration must be made by 21 April 2023 and the nominee should be notified in due time before this date. Re-registration requested by the shareholder in such time that the registration has been completed by the nominee no later than 25 April 2023 will be taken into account in the preparation of the share register.

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1. AGENDA OF THE ANNUAL GENERAL MEETING

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. Address by the President.
8. Presentation of
9. 1. 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 2022,
   2. a 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
   3. the proposal of the Board of Directors for the dividend and statement thereon.
10. Resolutions concerning
11. 1. adoption of the income statement and balance sheet, and of the consolidated income statement and consolidated balance sheet, all as per 31 December 2022,
    2. 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
    3. discharge of the Board of Directors and the Managing Director from personal liability.
12. Determination of the number of members and deputy members of the Board of Directors.
13. Determination of the fees to be paid to the board members and auditors.
14. Election of board members and auditors.
15. Election of members of the Nomination Committee.
16. Resolution on approval of remuneration report.
17. Resolution on a performance based long term incentive programme (Share Programme 2023/2026)
18. Authorization for the Board of Directors on acquisition and transfer of own shares.
19. Authorization for the Board of Directors to issue shares, convertibles and/or warrants.
20. Closing of the Meeting.

Proposals for resolutions

Election of Chairman of the Meeting (item 2)

The Nomination Committee elected in anticipation of the 2023 Annual General Meeting, comprising Mikael Ekdahl (Melker Schörling AB), Jan Dworsky (Swedbank Robur fonder), Liselott Ledin (Alecta) and Anders Oscarsson (AMF and AMF Fonder) has proposed that Gun Nilsson be elected Chairman of the 2023 Annual General Meeting.

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Proposal for resolution on dividend (item 9 b)

For the financial year 2022, the Board of Directors proposes that a dividend of

EUR 0.12 per share be declared. Thursday 4 May 2023 is proposed as the record date for the right to receive dividend. If the Annual General Meeting so resolves, the dividend is expected to be distributed by Euroclear Sweden AB starting on Thursday 11 May 2023. Payment is made in EUR, provided that EUR can be received by the shareholder's yield account; if not, payment will be distributed in SEK, whereby currency exchange is made in accordance with Euroclear Sweden AB's applicable procedures.

Proposals regarding election of board members and auditor and fees (items 10-12)The Nomination Committee proposes the following:

• The number of Board Members shall be seven, without deputies.
• Directors' fees shall be paid as follows: SEK 2,200,000 to the Chairman of the Board and SEK 690,000 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 receive SEK 85,000 and each member of the Remuneration Committee SEK 60,000 and the chairman of the Audit Committee shall receive SEK 325,000 and member of the Audit Committee SEK 250,000.
• Re-electionof Board Members Ola Rollén, Gun Nilsson, John Brandon, Sofia Schörling Högberg, Märta Schörling Andreen, Brett Watson and Erik Huggers as ordinary Board Members. Ulrika Francke, Henrik Henriksson and Patrick Söderlund have declined re-election.
• New election of Ola Rollén as the Chairman of the Board.
• Re-electionof 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 2024, in accordance with the recommendation from the Audit Committee, whereby it is noted that the auditing firm has notified that the authorised public accountant
  Bo 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 13) Shareholders representing in total approximately 52 per cent of the number of votes in the company recommend that the AGM resolves as follows regarding the Nomination Committee in respect of the AGM 2024:

• The Nomination Committee shall have four members.
• Re-electionof Mikael Ekdahl (Melker Schörling AB), Jan Dworsky (Swedbank Robur fonder) and Liselott Ledin (Alecta), and new election of Brett Watson (Infor) as members of the Nomination Committee in respect of the Annual General Meeting 2024. The Chairman of the Board shall be co-opted to the Nomination Committee.
• Re-electionof 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 2024, the Committee shall be entitled to appoint another representative among the major shareholders to replace such member.

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Resolution on approval of remuneration report (item 14)

The Board of Directors proposes that the Annual General Meeting resolves to approve the Board of Director's report regarding compensation pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.

Proposal for resolution on a performance based long term incentive programme (Share Programme 2023/2026) (item 15)

The Board of Directors proposes that the General Meeting resolves on implementation of a performance based long-term share programme for 2023 ("Share Programme 2023/2026") 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 2023/2026 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 2023/2026 may have a positive effect on the long- term value growth of the Group and, consequently, that Share Programme 2023/2026 is beneficial to both the shareholders and the company.

Participants in Share Programme 2023/2026 and allocation

Share Programme 2023/2026 is proposed to include a maximum of approximately

2,000 senior executives and key employees within the Hexagon Group, who are divided into five groups: the President and CEO ("Group 1"), group management ("Group 2"), division managers ("Group 3") and other senior executives and key employees ("Group 4" and "Group 5"). Invitation to participate in the programme shall be provided by Hexagon no later than 30 June 2023. Participation in Share Programme 2023/2026 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 100 per cent of the participant's annual base salary for 2022, for participants in Group 2 50 per cent of the participant's annual base salary for 2022, for participants in Group 3 and Group 4, 100 per cent of the participant's annual base salary for 2022, and for participants in Group 5, 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 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.