Extraordinary General Meeting in Hexagon AB

At the Extraordinary General Meeting in Hexagon AB (publ) today, the following was resolved.

Dividend
In accordance with the proposal of the Board of Directors, the Extraordinary General Meeting resolved to declare a dividend of EUR 0.62 per share. Record day for the dividend was determined to 3 December 2020. Dividend settlements will be handled by Euroclear Sweden AB and the estimated settlement day is 10 December 2020.

Performance based long term incentive programme (Share Programme 2020/2023)
The Meeting resolved, in accordance with the proposal of the Board of Directors, to implement 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. Share Programme 2020/2023 includes a maximum of approximately 2,000 senior executives and key employees within the Hexagon Group.

Participants in the programme are offered to be granted, free of charge, performance awards that, with reservation for any reduction in the number of shares in accordance with the terms of Share Programme 2020/2023, 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 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.

The Share Programme 2020/2023 is estimated to comprise approximately 732,000 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 2020/2023, 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 2020/2023. Provided that the performance condition is fully met, the total costs for Share Programme 2020/2023 is estimated to a maximum of approximately EUR 60 million, allocated over the vesting period.

Authorization for the Board of Directors to resolve on acquisitions and transfers of own shares
The Meeting 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.

Due to the risk of the spread of Covid-19 and the authorities’ regulations and advice the Extraordinary General Meeting was carried out solely through advance voting (so-called postal voting) pursuant to temporary legislation.

Minutes with complete resolutions from the Meeting will be made available on the company’s website www.hexagon.com no later than 15 December 2020.

For further information, please contact:
Maria Luthström, Head of Sustainability and Investor Relations, Hexagon AB, +46 8 601 26 27, ir@hexagon.com

The information was submitted for publication at 14.00 CET on 1 December 2020.