The shareholders of
In light of the risk of the spread of the coronavirus, 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
- 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.
- Resolution regarding amendment of the Articles of Association.
- Establishment of the number of members of the Board of Directors.
- Election of board members.
- Establishment of fees to the board members.
Proposals for resolutions
Election of Chairman of the Meeting (item 1)
The Nomination Committee, consisting of
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 regarding amendment of the Articles of Association
(item 6)
The Board of Directors proposes that the Meeting resolves on amendment of the Articles of Association in accordance with the below.
Current wording of Section 6, first paragraph of the Articles of Association:
The Board of Directors shall consist of at least three (3) but not more than nine (9) Directors.
Proposed wording of Section 6, first paragraph of the Articles of Association:
The Board of Directors shall consist of at least three (3) but not more than ten (10) Directors.
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 Meeting in order to be valid.
Proposal for election of board members and resolution regarding fees (items 7-9)
The Nomination Committee has proposed the following:
- The number of board members shall be ten, without any deputy members.
-
New election of
Brett Watson andErik Huggers as ordinary members of the Board of Directors until the end of the next Annual General Meeting. It is noted that the Board of Directors after the election thereby will consist ofGun Nilsson (Chairman),Ola Rollén ,Ulrika Francke ,John Brandon ,Henrik Henriksson ,Sofia Schörling Högberg , Märta Schörling Andreen,Patrick Söderlund ,Brett Watson andErik Huggers . -
The annual fees per board member, as resolved at the Annual General Meeting on
29 April 2021 , shall continue to apply entailing a certain increase of the total fees since the number of board members is increased by two. Fees are to be paid to incoming board members pro rata in relation to the board member's actual duty period compared to the whole period from the Annual General Meeting 2021 until the end of the next Annual General Meeting.
The Nomination Committee's reasoned statement is available on the company's website, www.hexagon.com.
The Nomination Committee's proposal for new election of board members is conditioned upon the resolution by the General Meeting regarding amendment of the Articles of Association in accordance with item 6 above.
E. AVAILABLE DOCUMENTS
The proposal of the Board of Directors concerning Item 6 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 ten days prior to the General Meeting at the latest. 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 series B shares (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
____________________________
The Board of Directors
For further information, please contact:
Maria Luthstrom, Head of Sustainability and Investor Relations,
+46 8 601 26 27, ir@hexagon.com
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 21,000 employees in 50 countries and net sales of approximately
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