At the Annual General Meeting of Hexagon AB (publ) today, the following was resolved.
Election of Board of Directors
The AGM re-elected the Directors Melker Schörling, Ola Rollén, Mario Fontana, Ulrika Francke, Ulf Henriksson, Gun Nilsson and Ulrik Svensson as ordinary board members. Melker Schörling was re-elected Chairman of the Board.
Remuneration to the Directors shall be allocated with SEK 850 000 to the Chairman and SEK 425 000 to each of the other Directors elected by the AGM but not employed by the company. The Chairman of the Remuneration Committee shall receive SEK 85 000 and a member thereof SEK 60 000, and the Chairman of the Audit Committee SEK 175 000 and a member thereof SEK 125 000. The auditor shall be remunerated according to agreement.
In accordance with the proposal of the Board of Directors, the AGM resolved to declare a dividend of EUR 0.17 per share. Record day for the dividend was determined to 14 May 2012. Dividend settlements will be handled by Euroclear Sweden AB (the Swedish Securities Register Centre) and the estimated settlement day is 22 May 2012.
Nomination-, Remuneration- and Audit Committee
Mikael Ekdahl (Melker Schörling AB) and Jan Andersson (Swedbank Robur fonder) were re-elected and Anders Oscarsson (AMF Fonder) and Tomas Ehlin (Nordea Fonder) were newly elected as members of the Nomination Committee in respect of the AGM 2013, whereby Mikael Ekdahl was appointed Chairman of the Nomination Committee.
At the Statutory Board Meeting following the AGM, Melker Schörling and Gun Nilsson were re-elected as members of the Remuneration Committee for the time period until the next Statutory Meeting. For the same term, Gun Nilsson, Mario Fontana and Ulrik Svensson were re-elected members of the Audit Committee.
Guidelines for remuneration to senior executives
The AGM resolved on the adoption of guidelines for remuneration to senior executives principally entailing that the remuneration shall consist of a basic salary, a variable remuneration, other benefits and pension and all in all be competitive and in accordance with market practice. The variable remuneration shall be maximized to 60 per cent in relation to the basic salary, related to the earnings trend which the relevant individual may influence and based on the outcome in relation to individual targets. The Board shall annually consider whether a share- or share price related incentive program shall be proposed to the Annual General Meeting.
The notice period shall normally be six months on the part of the employee. In case of notice of termination by the company, the notice period and the period during which severance payment is paid shall, all in all, not exceed 24 months. The pension rights shall be either benefit or fee-based, or a combination of both, with an individual pension age, however, not lower than 60 years.
Authorisation of the Board to resolve on acquisition and transfer of the company's shares
The AGM resolved to authorise the Board of Directors to, on one or several occasions during the time period until the next annual general meeting, resolve on the acquisition and transfer of the company's own shares. Acquisitions and transfers may thereby be made of no more than such number of shares which from time to time represent 10 per cent of the total number of shares in the company. Acquisitions may be made on the NASDAQ OMX Stockholm at the stock-exchange quotation applicable at the time of acquisition. Transfer may take place with deviation from the shareholders' preferential rights at NASDAQ OMX Stockholm as well as to a third party in connection with the acquisition of a company or business. Payment for shares transferred shall be made in cash, by contribution in kind or by set-off. Transfer in connection with the acquisition of a company may take place at a market value appraised by the Board of Directors. The purpose of the authorisation is to give the Board of Directors the opportunity to adjust the company's capital structure and to finance acquisitions by utilisation of the company's own shares.
Hexagon is a leading global provider of design, measurement and visualisation technologies. Our customers can design, measure and position objects, and process and present data, to stay one step ahead of a changing world. Hexagon's solutions increase productivity, enhance quality and allow for faster, better operational decisions, saving time, money and resources. Hexagon has over 13 000 employees in more than 40 countries and net sales of about 2 200 MEUR. Our products are used in a broad range of industries including surveying, power and energy, aerospace and defence, safety and security, construction and manufacturing. Learn more at www.hexagon.com.
This press release consists of such information that Hexagon AB (publ) may be obliged to disclose in accordance with the Swedish Securities Market Act and/or the Financial Instruments Trading Act. The information was submitted for publication on 9 May 2012 at 19:00 CET.