Notice to attend the Annual General Meeting in Hexatronic Group AB
(publ)
Press releaseApril 3, 2024Gothenburg, Sweden
Notice to attend the Annual General Meeting in
Hexatronic Group AB (publ)
The shareholders in Hexatronic Group AB (publ),
reg. no. 556168-6360 (the “Company” or
“Hexatronic”), with its registered office in
Gothenburg, are hereby invited to the Annual General Meeting on 7
May 2024 at 15.00 PM, at Elite Park Avenue Hotel, Kungsportsavenyen
36-38, SE-411 36, in Gothenburg.
Right to participate in the Annual
General Meeting and notice of participation
Participation in the Annual General
Meeting at the venue
A shareholder who wishes to participate in the
Annual General Meeting at the venue in person or represented by a
proxy must (i) be recorded as a shareholder in the share register
maintained by Euroclear Sweden AB (“Euroclear”)
relating to the circumstances on 26 April 2024, and (ii) no later
than 30 April May 2024 give notice by post to Hexatronic Group AB
(publ), AGM 2024, c/o Euroclear Sweden AB, Box 191, SE-101 23
Stockholm or via Euroclears website on
https://anmalan.vpc.se/EuroclearProxy/ or by telephone
+46 (0) 8 402 91
33 on weekdays between 09.00-16.00. When providing such notice, the
shareholder shall state name, personal or corporate registration
number, address, telephone number and the number of any
accompanying assistant(s) (maximum two assistants) as well as
information about any proxy.
If a shareholder is represented by proxy, a
written, dated proxy for the representative must be issued. A proxy
form is available on the Company’s website,
www.hexatronicgroup.com. If the proxy is issued by a legal entity,
a certificate of registration or equivalent certificate of
authority should be enclosed. To facilitate the registration at the
Annual General Meeting, the proxy and the certificate of
registration or equivalent certificate of authority should be sent
to Euroclear as set out above so that it is received no later than
6 May 2024.
Participation by advance
voting
A shareholder who wishes to participate in the
Annual General Meeting by advance voting must (i) be recorded as a
shareholder in the share register maintained by Euroclear relating
to the circumstances on 26 April 2024, and (ii) give notice no
later than 30 April 2024, by casting its advance vote in accordance
with the instructions below so that the advance vote is received by
Euroclear no later than on that day.
A shareholder who wishes to participate in the
Annual General Meeting at the venue in person or represented by a
proxy must give notice thereof in accordance with what is set out
under Participation in the Annual General Meeting at the venue
above. This means that a notification by advance vote is not
sufficient for a person who wishes to participate at the venue.
A special form shall be used when advance
voting. The advance voting form is available on the Company’s
website www.hexatronicgroup.com. A completed and signed form may be
submitted by post to Hexatronic Group AB (publ), AGM 2024, c/o
Euroclear Sweden AB, Box 191, SE-101 23 Stockholm or via e-mail to
GeneralMeetingService@euroclear.com.
Shareholders may also cast their advance vote
electronically through verification with BankID via
https://anmalan.vpc.se/EuroclearProxy/. The completed form shall be
received by Euroclear not later than 30 April 2024. The shareholder
may not provide special instructions or conditions in the voting
form. If so, the vote (i.e. the advance vote in its entirety) is
invalid. Further instructions and conditions are included in the
form for advance voting.
If a shareholder votes by proxy, a written and
dated proxy shall be enclosed to the advance voting form. A proxy
form is available on the Company’s website www.hexatronicgroup.com.
If the shareholder is a legal entity, a certificate of registration
or equivalent certificate of authority should be enclosed. If a
shareholder has voted in advance and then attends the Annual
General Meeting in person or through a proxy, the advance vote is
still valid except to the extent the shareholder participates in a
voting procedure at the Annual General Meeting or otherwise
withdraws its casted advance vote. If the shareholder chooses to
participate in a voting at the Annual General Meeting, the vote
cast will replace the advance vote with regard to the relevant item
on the agenda.
Nominee-registered shares
To be entitled to participate in the Annual General Meeting, a
shareholder whose shares are held in the name of a nominee must, in
addition to providing notification of participation, register its
shares in its own name so that the shareholder is recorded in the
share register relating to the circumstances on 26 April 2024. Such
registration may be temporary (so-called voting right registration)
and is requested from the nominee in accordance with the nominee’s
procedures and in such time in advance as the nominee determines.
Voting right registrations completed by the nominee not later than
30 April 2024 are taken into account when preparing the share
register.
PROPOSED AGENDA
1. Opening
of the Annual General Meeting.
2. Election
of Chairman at the Annual General Meeting.
3. Preparation
and approval of the voting list.
4. Approval
of the agenda.
5. Election
of one or two persons to approve the minutes.
6. Determination
as to whether the meeting has been duly convened.
7. Submission
of the annual report and the auditors’ report and the consolidated
financial statements and the auditors’ report for the group. In
connection thereto, a presentation by the Chief Executive
Officer.
8. Resolution
regarding adoption of the income statement and the balance sheet
and the consolidated income statement and the consolidated balance
sheet.
9. Resolution
regarding allocation of the company’s profits or losses in
accordance with the adopted balance sheet.
10. Resolution
regarding discharge of the members of the Board of Directors and
the CEO from liability.
11. Determination
of the number of members of the Board of Directors, auditors and
deputy auditors.
12. Determination
of fees for members of the Board of Directors and auditor.
13. Election
of members of the Board of Directors, auditor and deputy auditors.
The
Nomination Committee’s proposal for election of members of the
Board of Directors:
a) Erik
Selin (re-election)
b) Helena
Holmgren (re-election)
c) Jaakko
Kivinen (re-election)
d) Diego
Anderson (new election)
e) Linda
Hernström (new election)
f) Magnus
Nicolin (new election)
g) Åsa
Sundberg (new
election) The
Nomination Committee’s proposal for election of the chairman of the
Board of Directors:
h) Magnus
Nicolin (new
election) The
Nomination Committee’s proposal for election of auditor and deputy
auditors:
i) Öhrlings
PricewaterhouseCoopers AB
14. Determination
on principles for the appointment of the Nomination Committee.
15. Submission
and approval of the Board of Directors’ remuneration report.
16. Resolution
to adopt a long-term performance-based share savings programme for
the group’s senior executives and other key employees employed in
Sweden (LTIP 2024).
17. Resolution
to adopt a long-term incentive programme for the group’s employees
outside of Sweden (Warrant programme 2024).
18. Resolution
to authorise the Board of Directors to resolve on the acquisition
and transfer of own shares.
19. Resolution
to authorise the Board of Directors to resolve on new issues of
shares, warrants and/or convertibles.
20. Resolution
regarding guidelines for remuneration to senior executives.
21. Closing
of the Annual General Meeting.
THE NOMINATION COMMITTEE’S PROPOSALS
UNDER ITEMS 2, 11, 12, 13 AND 14
The Nomination Committee, whose members have
been appointed in accordance with the principles adopted by the
Annual General Meeting 2022 and which was resolved to be unchanged
by the Annual General Meeting 2023, has consisted of Mark Shay
(chairman, appointed by Accendo Capital SICAV RAIF), Staffan
Ringvall (appointed by Handelsbanken fonder), Oscar Bergman
(appointed by Swedbank Robur), Angelica Hansson (appointed by AMF
Pension & Fonder) and Anders Persson (chairman of the Board of
Directors) as adjunct member. The Nomination Committee represents
around 28 per cent of the votes in the Company. The Nomination
Committee has submitted the following proposals.
Item 2 – Election of Chairman at the
Annual General Meeting
The Nomination Committee proposes that the chairman of the Board
of Directors, Anders Persson, is appointed Chairman at the Annual
General Meeting, or in his absent, a person appointed by the
Nomination Committee.
Item 11 – Determination of the number of
members of the Board of Directors, auditors and deputy
auditors
The Nomination Committee proposes that the Board
shall consist of seven (7) shareholder-elected members without
deputies.
The Nomination Committee proposes that a
registered accounting firm is to be appointed as auditor without
deputy auditors.
Item 12 – Determination of fees to the
Board of Directors and the auditor
Amount from previous year in () for
comparison.
The Nomination Committee proposes that
remuneration to the Board of Directors shall be paid with SEK
1,000,000 (750,000) to the Chairman of the Board of Directors and
SEK 365,000 (350,000) to each of the other members of the Board of
Directors.
Further, the Nomination Committee proposes that
remuneration shall be paid with SEK 140,000 (125,000) to the
Chairman of the Audit Committee and SEK 80,000 (75,000) to member
of the Audit Committee.
The Nomination Committee has been informed that
the Board intends to establish a remuneration committee. If the
Board chooses to establish such a committee, the Nomination
Committee's proposal for remuneration of the committee is: chairman
of the remuneration committee SEK 80,000 and member SEK 40,000.
The Nomination Committee proposes that the fee
to the auditor shall be paid in accordance with approved statement
of costs.
Item 13 – Election of members of the
Board of Directors, auditor and deputy auditors
The Nomination Committee proposes that Helena
Holmgren, Jaakko Kivinen, and Erik Selin are re-elected as members
of the Board of Directors.
The Nomination Committee proposes the election
of new members Diego Anderson, Linda Hernström, Magnus Nicolin and
Åsa Sundberg to the Board of Directors. All elections are for the
period until the end of the next Annual General Meeting.
More detailed information about the members of
the Board of Directors proposed for re-election and election can be
found on the Company’s website.
The Nomination Committee proposes that Magnus
Nicolin be elected as Chairman of the Board of Directors.
The Nomination Committee proposes that, for the
period until the end of the next Annual General Meeting, the
registered accounting firm Öhrlings PricewaterhouseCoopers AB
(“PwC”) be re elected as auditor. In the event that PwC is
re-elected, the Nomination Committee notes that PwC has informed
that public accountant Johan Malmqvist will be appointed as auditor
in charge. The Nomination Committee’s proposal corresponds to the
Audit Committee’s recommendation.
Item 14 – Determination on principles
for the appointment of the Nomination Committee
The Nomination Committee proposes that the Annual General
Meeting resolves on the adoption of the following principles for
the appointment of the members of the Nomination Committee.
The Nomination Committee shall consist of four members, and the
Chairman of the Board shall be co-opted to the Nomination
Committee. The members shall be appointed by the four largest
shareholders in the company in terms of voting rights at the end of
August, based on a list of registered shareholders provided by
Euroclear Sweden AB and other reliable information received by the
company. In the event that the Chairman of the Board of Directors
is directly or indirectly one of the four largest shareholders, the
Chairman of the Board of Directors shall refrain from nominating a
member to the Nomination Committee.
If a shareholder refrains from appointing a member, the right to
appoint a member is transferred to the next largest shareholder in
terms of votes.
The chairman of the Nomination Committee shall be the largest
shareholder in terms of votes at the time of the nomination
committee's appointment, unless the nomination committee agrees
otherwise, and may not be the Chairman of the Board of Directors or
another member of the Board of Directors.
The Chairman of the Board of Directors shall convene the first
meeting of the Nomination Committee.
The composition and contact details of the Nomination Committee
shall be published on the company's website no later than six
months before the annual general meeting.
The majority of the members shall be independent in relation to
the company and its management. The CEO or any other person from
the the company management shall not be a member of the Nomination
Committee. At least one member shall be independent in relation to
the largest shareholder or group of shareholders who cooperate in
the management of the company.
No remuneration shall be paid to the members of the Nomination
Committee. The company shall reimburse the reasonable costs that
the members of the Nomination Committee may incur in the course of
their work.
The term of office of the Nomination Committee shall last until
a new Nomination Committee is appointed.
Proposed new wording for the 2024 Annual General Meeting:
If a shareholder who has appointed a member of
the Nomination Committee ceases to be a shareholder or is ranked
lower on the list of the largest shareholders in the company in
terms of voting rights before the Nomination Committee's assignment
has been completed, the member appointed by that shareholder shall
make his or her seat available and the shareholder who at that time
is the largest shareholder in terms of voting rights and is not
already represented on the Nomination Committee shall be offered a
seat. If this shareholder declines, the matter shall be passed on
to the second largest shareholder in terms of votes who is not
already represented in the nomination committee, etc.
If none of the ten largest shareholders in terms
of votes accepts, the member who made his or her seat available
shall be offered to remain in office. If the change in ownership is
only marginal or if the change occurs later than three months
before the annual general meeting, the nomination committee may
decide that no change should take place.
Should any of the members of the Nomination
Committee, before the Nomination Committee's assignment has been
completed, resign for any other reason or cease to represent the
shareholder who appointed the member, such member shall, if the
shareholder who appointed the member so requests, be replaced by a
new member appointed by the shareholder.
Changes in the composition of the Nomination Committee shall be
published immediately.
THE BOARD OF DIRECTORS’ PROPOSALS UNDER
ITEMS 9, 15, 16, 17, 18, 19, AND 20
Item 9 – Resolution regarding allocation
of the company’s profits or losses in accordance with the adopted
balance sheet
The Board of Directors proposes that no dividend
is distributed and that the result is carried forward.
Item 15 – Submission and approval of the
Board of Directors’ remuneration report
The Board of Directors proposes that the Annual
General Meeting resolves to approve the Remuneration Report for the
financial year 2023 that has been prepared by the Board of
Directors.
Item 16 – Resolution to adopt a
long-term performance-based share savings programme for the group’s
senior executives and other key employees employed in Sweden (LTIP
2024)
The Board of Directors’ of Hexatronic Group AB
(publ) (the “Company”) proposal that the Annual General Meeting
resolves on (A) the adoption of a performance-based share savings
programme (“LTIP 2024”) directed to the group’s (the “Hexatronic
Group”) CEO and the management team, other senior executives and
other key employees employed in Sweden, and (B) directed issue of
convertible shares of series C, authorisation for the Board of
Directors to resolve on repurchases of all issued redeemable and
convertible shares of series C and approval of transfer of own
ordinary shares to participants. The resolution items (A) and (B)
are mutually conditioned by each other and are resolved upon as one
resolution.
A. Introduction of LTIP
2024The Board of Directors of the Company proposes that
the Annual General Meeting resolves to adopt a long-term incentive
programme in the form of a performance-based share savings
programme directed to the Hexatronic Group’s CEO and the management
team, other senior executives and other key employees employed in
Sweden (“Participants”). LTIP 2024 is proposed to
include a maximum of forty-five (45) Participants. Participants in
LTIP 2024 must have contributed a private investment through the
acquisition of shares in the Company (“Saving
Shares”). Subsequently, after a three-year vesting period
commencing on the date of entering into an agreement to participate
in LTIP 2024 (the “Vesting Period”), Participants
will be given the opportunity to receive ordinary shares free of
charge (“Performance Shares”), subject to the main
terms and conditions set forth below. Within the LTIP 2024, the
Company will award Participants conditional share rights
(“Share Rights”), meaning the right, subject to
certain conditions being met, to receive up to six (6) Performance
Shares per Share Right free of charge.
Background
The Company’s Board of Directors is of the
opinion that a performance-based share savings programme
contributes to higher motivation and commitment among employees and
strengthens the bonds between the employees and the Company.
Furthermore, it is the Board’s assessment that LTIP 2024 will
contribute to the opportunities to recruit and retain knowledgeable
and experienced employees who hold key positions in the Hexatronic
Group and are expected to increase employee interest in the
business and earnings development in the Company. LTIP 2024 has
been designed on the basis that it is desirable that the CEO and
the management team, other senior executives and other key
employees within the Hexatronic Group are shareholders in the
Company and LTIP 2024 rewards the continued loyalty of employees
and thereby the long-term value growth in the Company. All in all,
it is the Board’s assessment that LTIP 2024 will benefit both the
employees and the Company’s shareholders through an increased share
value.
Private investment
In order to participate in LTIP 2024, the
Participant must have contributed with a private investment through
the acquisition of Saving Shares. The shares shall have been
acquired at market prices during the period between 13 May 2024 and
31 May 2024 for the purpose of being allocated to LTIP 2024, unless
the Board of Directors allows exceptions in the individual case
regarding shares previously acquired. The Board of Directors also
has the right to thereafter, for individual additional Participants
(new employees or promoted), postpone the last day for the
acquisition of Savings Shares (see more below under “Additional
participants”).
The maximum number of Saving Shares that a
Participant can allocate to LTIP 2024 amounts to a rounded number
of shares corresponding to a maximum of ten (10) per cent of the
Participant’s annual gross basic salary calculated on the basis of
the 2024 salary level and depending on the position in the
Hexatronic Group. The minimum number of Saving Shares that a
Participant must acquire to participate in LTIP 2024 shall
correspond to a market value of at least five (5) per cent of the
annual gross basic salary. For each Saving Share held within the
LTIP 2024, the Company will grant Participants a Share Right,
meaning the right, subject to certain conditions being met, to
receive up to two, four or six Performance Shares per Share Right
free of charge, depending on the position in the Hexatronic
Group.
Terms and conditions
In addition to the requirement that the
Participant’s employment and holding of Saving Shares shall
continue throughout the Vesting Period, certain performance-based
conditions linked to diluted earnings per share, Hexatronic Group
growth, EBITA and certain sustainability targets are imposed for
the allotment of Performance Shares to the Participants.
The Participants are divided into three
categories and LTIP 2024 will involve the allocation of the maximum
number of Performance Shares per Saving Share as follows:
Position |
Maximum number of Performance Shares per Saving
Share |
CEO and the management team (a total of approximately 10
persons) |
6 |
Other senior executives (a total of approximately 25 persons) |
4 |
Other key employees (a total of approximately 10 persons) |
2 |
Allotment, free of charge, of Performance Shares
is, in addition to what is stated in the paragraph above,
conditional on the achievement of the performance targets set by
the Board of Directors. For maximum allotment of Performance
Shares, it is required that the targets set by the Board of
Directors are achieved or exceeded. The performance targets refer
to (i) diluted earnings per share for the respective financial year
2024-2026 (the “Share Target”), (ii) net sales
growth for the respective financial year 2024-2026 (the
“Growth Target”), (iii) EBITA for the respective
financial year 2024-2026 (the “EBITA Target”), and
(iv) certain sustainability targets (the “Sustainability
Target”) (collectively, the “Performance
Targets”), whereby the Share Target shall be weighted by
forty (40) per cent, the Growth Target and EBITA Target shall be
weighted by twenty-five (25) per cent each, and the Sustainability
Target shall be weighted by ten (10) per cent.
If the minimum level is not reached, no
Performance Shares related to the current Performance Target for
the financial year will be vested and if the upper target level is
reached, all Performance Shares arising from the current
Performance Target for the financial year will be earned. In the
event of an outcome between the minimum level and the upper target
level, the earnings of the Performance Shares arising from the
current Performance Target for the financial year will be made
linearly. The final number of Performance Shares earned by each
Participant shall be rounded down to the nearest whole number.
For the purpose of giving the Board of Directors
the possibility to limit the costs incurred by the Company under
LTIP 2024, it is proposed that the Board of Directors upon
allotment of Performance Shares shall be entitled to adjust the
number of Performance Shares that each individual Participant
otherwise would be entitled to.
Such adjustment of the number of Performance
Shares can be made in accordance with the below.
“Starting Price” = The actual
closing price of the Company’s ordinary shares on Nasdaq Stockholm
on 31 May 2024 (the last day during the investment period for LTIP
2024)
“Limit Price” = 4 * Starting
Price
“Final Price” = The actual
closing price of the Company’s ordinary shares on Nasdaq Stockholm
the trading that occurs immediately before the resolution of
allotment of Performance Shares
“Entitled Performance Shares” =
The number of Performance Shares that a Participant would be
entitled to without adjustment
The new number of Performance Shares shall be no
more than the Entitled Performance Shares and not less than the
Limit Price / Final Price * Entitled Performance Shares.
If a reduction in accordance with the formula
above results in an uneven number of Performance Shares for a
Participant, a rounding down shall be made.
The Share Target
The Share Target relates to the development of
the Company’s diluted earnings per share during the period from the
date of the Annual General Meeting 2024 up to and including
31 December 2026. For each financial year, a minimum level and
a maximum level of earnings per share have been set for the
allotment of Performance Shares. In the event of an outcome between
the minimum level and the upper target level, earnings of the
Performance Shares arising from the current Performance Target for
the financial year will be made linearly in the range of SEK
2.50–3.50 earnings per share (financial year 2024), SEK 3.50–4.50
earnings per share (financial year 2025), SEK 4.50–5.50 earnings
per share (financial year 2026).
The Growth Target
The Growth Target for each financial year has
been set by the Board of Directors as a percentage measure of
increased sales per financial year during LTIP 2024 compared to the
Company’s established net sales for the financial year 2023. For
each target, a minimum level and an upper target level have been
set corresponding to zero (0) per cent and ten (10) per cent,
respectively, for 2024, ten (10) per cent and twenty (20) per cent,
respectively, for 2025, and ten (10) per cent and twenty (20) per
cent, respectively, for 2026.
The EBITA Target
The EBITA Target for each financial year has
been set by the Board of Directors as a percentage measure of
increased EBITA per financial year during LTIP 2024 compared to the
Company’s established EBITA for the financial year 2023. For each
target, a weighted minimum level has been set for each financial
year, which for the financial years 2024 corresponds to ten (10)
per cent and a weighted upper target level of sixteen (16) per
cent, respectively, and which for the financial years 2025 and 2026
corresponds to twelve (12.0) per cent and a weighted upper target
level of eighteen (18.0) per cent, respectively.
The Sustainability Target
The Sustainability Target for each financial
year has been set by the Board of Directors as percentage measure
of (i) reduced Scope 1 and Scope 2 emissions compared to the
financial year 2022, and (ii) the share of purchased volume from
sustainability approved suppliers. For each target, a minimum level
and an upper target level has been set for each financial year.
Regarding (i) above, for the financial year 2024 the minimum level
has been set to nine (9) per cent and the upper target level to
eleven (11) per cent, for the financial year 2025 the minimum level
has been set to fourteen (14) per cent and the upper target level
to sixteen (16) per cent, and for the financial year 2026 the
minimum level has been set to nineteen (19) per cent and the upper
target level to twenty-one (21) per cent. Regarding (ii) above, for
the financial year 2024 the minimum level has been set to
forty-five (45) per cent and the upper target level to fifty (50)
per cent, for the financial year 2025 the minimum level has been
set to fifty (50) per cent and the upper target level to sixty (60)
per cent, and for the financial year 2026 the minimum level has
been set to sixty (60) per cent and the upper target level to
seventy (70) per cent.
Terms and conditions of the Share Rights
In addition to what is stated above, the
following conditions shall apply to the Share Rights under LTIP
2024:
(a) The Participant must
acquire the Saving Shares prior to the beginning of the Vesting
Period or, in the case of subsequent additional Participants, at
the time determined by the Company’s Remuneration Committee.
(b) The Share Rights are vested
during the Vesting Period or, in the case of subsequent additional
Participants, proportionately, rounded down, calculated linearly on
a full-year basis depending on when the additional Participant
joins LTIP 2024.
(c) The Share Rights cannot be
transferred or pledged.
(d) Each Share Right entitles
the Participant, under certain conditions, to receive up to six (6)
Performance Shares free of charge, depending on the position within
the Hexatronic Group (see more on this above under “Terms and
Conditions”), after the end of the Vesting Period, provided that,
subject to certain exceptions, the Participant has been employed in
the Hexatronic Group during the Vesting Period and retains his or
her original Saving Shares in the Company.
Additional participants
In the event that a Participant, following a
resolution by the Company’s Remuneration Committee, is added after
31 May 2024, when calculating the maximum number of Saving Shares
that the Participant may acquire, the Participant’s annual gross
basic salary at the current time and a share price corresponding to
the average of the average volume-weighted purchase price of the
Company’s share on Nasdaq Stockholm during a period of ten trading
days after the announcement of the quarterly report for the Company
that is published immediately before the decision to allow the
additional Participant to participate, rounded to the nearest SEK
0.10.
For Saving Shares held by additional
Participants within the LTIP 2024, the Company will award Share
Rights proportionately, rounded down, calculated linearly on a
full-year basis depending on when the additional Participant joins
LTIP 2024. Additional Participants will be allotted Performance
Shares no earlier than three (3) years after the Participant
entered into an agreement to join LTIP 2024.
Allotment of Performance Shares
In order to be able to complete LTIP 2024 in a
cost-effective and flexible manner, the Board of Directors proposes
that the Annual General Meeting resolves, in accordance with
item B below, that the Company’s commitments for delivery of
and costs attributable to Performance Shares are primarily secured
through a directed issue of a maximum of 1,343,596 shares of series
C to Danske Bank A/S, Danske Bank filial Sverige (the
“Bank”), of which a maximum of 321,228 shares of
series C may be issued to cover any social security contributions,
with subsequent repurchases and conversion into ordinary shares and
decisions on the transfer of own ordinary shares to the CEO and the
management team, other senior executives and other key employees
within the Hexatronic Group.
The Board of Directors proposes that the Annual
General Meeting resolves that a maximum of 1,022,368 ordinary
shares may be transferred to Participants in accordance with LTIP
2024 and that a maximum of 321,228 ordinary shares may be
transferred on the market to secure social security contributions
in connection with LTIP 2024 (“Hedging
Shares”).
Costs for LTIP 2024
Costs for LTIP 2024 are calculated in accordance
with IFRS2 and are reported over the income statement.
The cost is reported linearly over the Vesting
Period.
Based on the assumptions that LTIP 2024 will be
fully subscribed by forty-five (45) Participants, that all of these
invest the maximum amount allowed in Saving Shares in
LTIP 2024, that the share price amounts to SEK twenty-five
(25) at the time of investment, and that all Saving Shares remain
at LTIP 2024’s end, this means a total cost for LTIP 2024 of
approximately SEK 39.4 million, provided that the Performance
Targets are fully achieved.
The above amount also includes social security
contributions, which are currently payable at a nominal rate of
31.42 per cent. With an assumed share price at LTIP 2024’s end of
SEK seventy-five (75) and otherwise with conditions as above, the
social security contributions are estimated to amount to
approximately SEK 19.1 million (including tax related effects),
provided that the Performance Targets are fully achieved.
If the Performance Targets are achieved so that
half of the Performance Shares are allocated to the Participants,
the corresponding total cost is estimated to amount to
SEK 16.5 million. LTIP 2024 has no limit on maximum profit for
Participants and therefore no maximum cost of social security
contributions can be calculated. However, the Board of Directors
has the possibility to limit the costs incurred by the Company
under LTIP 2024, through the right to adjust the number of
Performance Shares that each individual Participant otherwise would
be entitled to upon allotment of Performance Shares, as set forth
above.
Effects on key performance indicators and dilution
LTIP 2024 is expected to comprise a maximum of
1,022,368 Performance Shares and 321,228 Hedging Shares for social
security contributions, excluding the Saving Shares, corresponding
to approximately 0.66 per cent of the Company’s total number of
outstanding shares after full exercise of ongoing and now resolved
incentive programmes.
Outstanding rights to shares under previous
long-term incentive programmes and the proposed long-term incentive
programme amount to approximately 2.91 per cent of the Company’s
total number of outstanding shares upon full exercise.
Ongoing incentive programmes including LTIP 2024
are expected to have only marginal impact on significant key
performance indicators.
Additional ongoing share-based incentive programmes
For a description of the Company’s ongoing
long-term incentive programmes, please refer to the Annual Report
for the financial year 2023 which will be available on the
Company’s website, https://group.hexatronic.com/.
Preparation of the proposal
LTIP 2024 has been prepared by the Board of
Directors in consultation with the Remuneration Committee and
external advisers.
The Board of Directors or a special committee
set up by the Board of Directors shall be responsible for the
detailed design and management of the terms and conditions for LTIP
2024, in accordance with the above-mentioned terms and conditions
including provisions on recalculation in the event of an in-between
bonus issue, share split, rights issue and/or other similar events.
In connection therewith, the Board of Directors shall have the
right to make adjustments to meet specific market conditions. The
Board of Directors shall also have the right to make other
adjustments if there are significant changes in the Hexatronic
Group or its operating environment that would result in the adopted
terms and conditions for LTIP 2024 no longer fulfilling its
purposes.
B. Directed issue of
convertible shares of series C, authorisation for the Board of
Directors to resolve on the repurchase of all issued redeemable and
convertible shares of series C, and transfer of own ordinary shares
to Participants in accordance with LTIP 2024In order to be
able to carry out LTIP 2024 in a cost-effective and flexible
manner, the Board of Directors proposes that the Company’s
commitments for delivery of and costs attributable to Performance
Shares be secured primarily through a directed issue of convertible
shares of series C, with subsequent repurchases and conversion into
ordinary shares and resolution on the transfer of own ordinary
shares to Participants.
The reasons for the deviation from the
shareholders’ preferential rights in the proposed new issue of
shares of series C and the purpose of the proposed repurchase
authorisation are to ensure delivery of shares to the Participants
in accordance with LTIP 2024 and to cover any social security
contributions due to LTIP 2024.The Board of Directors proposes that
the Annual General Meeting instructs the Board of Directors to
implement the resolution above and to ensure that the Board of
Directors transfers the Performance Shares in accordance with what
is stated above. The Board further proposes that the Annual General
Meeting instructs the Board, or whomever the Board appoints, to
make such minor adjustments in the abovementioned proposed
resolutions that may prove necessary in connection with
registration with the Swedish Companies Registration Office.
Item 17 – Resolution to
adopt a long-term incentive programme for the Hexatronic Group’s
employees outside of Sweden (Warrant programme 2024)
The Board of Directors’ of Hexatronic Group AB
(publ) (the “Company”) proposal that the Annual
General Meeting resolves on (A) the adoption of a long-term
incentive programme (Warrant Programme 2024) directed to the
group’s (the “Hexatronic Group”) employees outside
of Sweden, and (B) a directed issue of warrants (Series 2024/2027)
to the wholly owned subsidiary Proximion AB
(“Proximion”) and approval of the transfer of
these warrants to participants. The resolution items (A) and (B)
are mutually conditioned by each other and are resolved upon as one
resolution.
A. Introduction of Warrant Programme
2024
The Board of Directors of the Company proposes
that the Annual General Meeting resolves to adopt a long-term
incentive programme directed to the Hexatronic Group’s senior
executives and certain key employees employed outside of Sweden in
accordance with the main terms and conditions set out below.
Background
The Company’s Board of Directors is of the
opinion that the Warrant Programme 2024 will contribute to higher
motivation and commitment among employees and strengthen the bonds
between the employees and the Company.
Furthermore, it is the Board’s assessment that
the Warrant Programme 2024 will contribute to the opportunities to
recruit and retain knowledgeable and experienced employees and is
expected to increase employee interest in the business and earnings
development in the Company. All in all, it is the Board’s
assessment that the Warrant Programme 2024 will be beneficial for
both the employees and for the Company’s shareholders through an
increased share value.
Warrant Programme 2024
The Board of Directors proposes that the Annual
General Meeting resolves on a directed share issue of a maximum of
442,500 warrants (hereinafter referred to as
“Warrants”) and the subsequent transfer of a total
of not more than 442,500 Warrants. The right to subscribe for
Warrants shall only vest with Proximion, with the right and
obligation for Proximion to manage the Warrants in accordance with
the terms of the Warrant Programme 2024 and transfer the Warrants
to participants free of charge. Each Warrant entitles the holder to
subscribe for one ordinary share in the Company. The Warrants shall
be issued free of charge to Proximion.
Participants in the Warrant Programme 2024
shall, upon receipt of the offer, but no later than 31 May 2024,
notify Proximion of the number of Warrants that the participant
wishes to receive. In the event that a participant’s employment
ends during the term of the Warrants, the Warrants shall be
returned without consideration or other remuneration.
Subscription of ordinary shares shall be
possible during the period from and including 13 May 2027 up
to and including 13 June 2027. The subscription price for ordinary
shares subscribed for pursuant to the Warrants shall be set at 135
per cent of the volume-weighted average share price of the
Hexatronic share during the measurement period from and including 8
May 2024 up to and including 19 May 2024. The subscription price
shall be paid in cash or by set-off. The Company shall have the
right, but not the obligation, at the request of participants who
are unable to pay subscription proceeds in cash, to acquire at
market price such number of Warrants as enable the participant to
exercise the remaining Warrants to subscribe for ordinary shares,
whereby the subscription proceeds are paid by offsetting against
the receivable on divested Warrants.
The exercise price, as set out above, shall be
rounded to the nearest SEK 0.10, whereby SEK 0.05 shall be rounded
downwards. The exercise price and the number of shares that each
Warrant entitles to subscription for shall be recalculated in the
event of a split, consolidation, new share issue etc. in accordance
with market practice.
Allocation of Warrants
The Warrant Programme 2024 shall comprise
approximately 33 senior executives, and approximately 80 key
employees, employed mainly in England, Belgium, Norway, Denmark,
Finland, USA, Canada, Germany, Estonia, Latvia, Lithuania, Italy,
Australia, South Korea, the Netherlands, New Zealand and Austria
and in total relate to a maximum of 442,500 Warrants. The maximum
number of Warrants per participant in the Warrant Programme 2024 is
shown in the table below.
Category |
Maximum number of Warrants per person |
Maximum number of Warrants per category |
Senior executives |
approximately 9 000 |
approximately 196 500 |
Remaining key employees |
approximately 3 000 |
approximately 246 000 |
In the event of changes in positions and
employments, remaining Warrants in one category may be used in
another category. The Board of Directors may decide that such
Warrants that are not allotted in accordance with the above shall
later be allocated to any new employees within the Hexatronic
Group.
Effects on key performance indicators and costs
The Warrants are issued free of charge to the
participants and may incur social security contributions and costs
in accordance with the accounting rules in IFRS2. The Board of
Directors estimates that these costs will be limited.
Since the Company’s costs for the Warrant
Programme 2024 will be relatively limited, the Board of Directors
has decided not to propose to the Annual General Meeting to decide
on measures to cover these.
Ongoing incentive programmes including Warrant
Programme 2024 are expected to have only marginal impact on
significant key performance indicators.
Dilution
Based on the existing number of ordinary shares
in the Company, the Warrant Programme 2024, upon full exercise of
all 442,500 Warrants, entails a dilution corresponding to
approximately 0,22 per cent of the capital and votes related to
ordinary shares. If all outstanding incentive programmes in the
Company are included in the calculation, the corresponding maximum
dilution, at the time of the Annual General Meeting, amounts to
approximately 2,91 per cent of the capital and the number of votes
related to ordinary shares.
Additional ongoing share-based incentive programmes
For a description of the Company’s ongoing
long-term incentive programmes, please refer to the Annual Report
for the financial year 2023 which will be available on the
Company’s website, https://group.hexatronic.com.
Preparation of the proposal
The Warrant Programme 2024 has been prepared by
the Board of Directors in consultation with company management and
external advisors.
The Board of Directors or a special committee
set up by the Board of Directors shall be responsible for the
detailed design and management of the terms and conditions for the
Warrant Programme 2024, in accordance with the above-mentioned
terms and conditions including provisions on recalculation in the
event of an in-between bonus issue, share split, rights issue
and/or other similar events. In connection therewith, the Board of
Directors shall have the right to make adjustments to meet specific
market conditions. The Board of Directors shall also have the right
to make other adjustments if there are significant changes in the
Hexatronic Group or its operating environment that would result in
the decided terms of the Warrant Programme 2024 no longer
fulfilling its purposes.
B. Directed issue of warrants, Series 2024/2027, to the
wholly owned subsidiary Proximion, and approval of the transfer of
these to participants under the Warrant Programme 2024
The Board of Directors proposes that the Annual
General Meeting resolves to issue not more than 442,500 Warrants,
as a result of which the Company’s share capital may increase by a
maximum of SEK 4,425. The following conditions shall apply.
- The right to
subscribe for Warrants shall, with deviation from the shareholders’
preferential rights, vest with Proximion, which shall then transfer
the Warrants to the appropriate participants in the Warrant
Programme 2024. Each Warrant entitles the holder to subscribe for
one share. The Warrants shall be issued free of charge to
Proximion.
- Each warrant
entitles the holder to subscribe for one new ordinary share in
Hexatronic Group AB (publ) during the period from and including 13
May 2027 up to and including 13 June 2027 at a subscription price
of 135 per cent of the volume-weighted average share price of the
Hexatronic share during the measurement period from and including 8
May 2024 up to and including 19 May 2024. The Board of Directors
has the right to extend the subscription period, but no more than
six months. The exercise price and the number of shares that each
Warrant entitles to subscription of shall be recalculated in the
event of a split, reverse share split, new issue of shares, etc. in
accordance with market practice. The amount that, in the case of
share subscription, exceeds the quota value shall be transferred to
the free premium fund.
- Subscription of
Warrants must be made on the subscription list no later than 31 May
2024. However, the Board of Directors shall have the right to
extend the subscription period.
- The Warrants are
issued free of charge to Proximion.
- New shares pursuant
to subscription entitle to dividends for the first time on the
record date for dividends that occurs immediately after
subscription has been effected.
- The warrants shall
in all other respects be governed by the terms and conditions set
forth in Appendix A.
The Board of Directors also proposes that the
Annual General Meeting resolves to approve that Proximion, in
accordance with the incentive programme, may transfer Warrants to
participants in the Warrant Programme 2024 and manage Warrants in
accordance with the Warrant Programme 2024. Proximion shall have
the right to retain such Warrants that are not allotted in
accordance with the above for later allotment to additional
employees within the Hexatronic Group as decided by the Company’s
Board of Directors.
It is further proposed that the Board of
Directors, or whomever they appoint, should be authorised to
undertake such minor adjustments in the resolution that may be
required for the registration with the Swedish Companies
Registration Office.
Oversubscription cannot be made.
The rationale for the deviation from the
shareholders’ preferential rights is to implement incentive
programmes for employees outside of Sweden in the Hexatronic
Group.
The Board of Directors proposes that the Annual
General Meeting instructs the Board of Directors to implement the
resolutions above and to ensure that the Board of Directors in
Proximion transfers the Warrants in accordance with what is stated
above.
The Board further proposes that the Annual
General Meeting instructs the Board, or whomever the Board
appoints, to make such minor adjustments in the abovementioned
proposed resolutions that may prove necessary in connection with
registration with the Swedish Companies Registration Office.
Item 18 – Resolution to authorise the
Board of Directors to resolve on the acquisition and transfer of
own shares
The Board of Directors proposes that the Annual
General Meeting resolves to authorise the Board of Directors, for
the period until the end of the next Annual General Meeting, on one
or several occasions, to resolve to acquire the Company’s own
ordinary shares. The Board of Directors further proposes that the
Annual General Meeting resolves to authorise the Board of
Directors, for the period until the end of the next Annual General
Meeting, on one or several occasions, to resolve to transfer the
own ordinary shares held by the Company at the time of the Board of
Directors’ resolution on transfer. The following conditions shall
apply.
Ordinary shares may be acquired to the extent
that the Company’s holding of its own shares, on any occasion, does
not exceed ten (10) per cent of the Company’s total outstanding
shares (regardless of share class).
The ordinary shares may be acquired through an
offer directed to all shareholders or through trading on Nasdaq
Stockholm. Upon acquisition of own ordinary shares through trading
on Nasdaq Stockholm the price shall correspond to the price
interval on Nasdaq Stockholm registered at any given time, by which
is meant the interval between the highest purchase price and the
lowest sale price in the Company’s ordinary shares. Acquisition
offers directed to all shareholders may only be made for
consideration in cash and shall be made at a price corresponding to
the registered price interval at any given time with a maximum
deviation of 30 per cent upwards.
The purpose of the proposed authorisation is to
give the Board of Directors the opportunity to adapt the Company’s
capital structure to its capital needs and thereby, among other
things, be able to use the repurchased ordinary shares as a means
of payment for the acquisition of companies.
Transfer of own ordinary shares may be made
through transfer on Nasdaq Stockholm at a price within the price
interval on Nasdaq Stockholm registered at any given time, which
means the interval between the highest purchase price and the
lowest sale price in the Company’s ordinary shares. Transfer of
ordinary shares acquired in accordance with the above may also take
place outside Nasdaq Stockholm, with or without deviation from the
shareholders’ preferential rights and with or without provisions on
non-cash consideration or right of set-off. Transfer of own
ordinary shares may, for example, be used as a means of payment in
connection with company acquisitions on terms in accordance with
the Swedish Companies Act’s rules on new issues. Such transfer may
be made at a price in cash, or value of property obtained, which,
in the case of a business acquisition, corresponds to the stock
exchange price in the Company’s ordinary shares at the time of the
transfer.
If the exercise of the authorisation regarding
the acquisition and transfer of own ordinary shares is combined
with the exercise of the authorisation regarding the new issue of
shares, warrants and/or convertibles, item 19 on the agenda, for
the purpose of financing all or part of the purchase price in the
event of one and the same business acquisition or one and the same
investment in connection with the conclusion of a new contract or
the start-up of a new business area, the number of ordinary shares
transferred and financial instruments issued during the period
until the end of the next Annual General Meeting, together may not
exceed one tenth of all outstanding shares in the Company at the
time of the resolution authorizing a new issue.
The possibility of deviation from the
shareholders’ preferential rights when transferring own ordinary
shares is justified by the fact that transfer of ordinary shares on
Nasdaq Stockholm or otherwise with deviation from preferential
rights for shareholders can take place with greater speed,
flexibility and is more cost-effective than transfer to all
shareholders. If the Company’s own ordinary shares are transferred
for consideration in a form other than cash in connection with
agreements on the acquisition of assets, the Company cannot give
shareholders the opportunity to exercise any preferential
rights.
The Board of Directors, or any person appointed
by the Board of Directors, shall have the right to make any
adjustments or amendments of the above resolution which may be
required in connection with the registration of such resolution and
to take any other measure deemed necessary for the execution of the
resolution.
Item 19 – Resolution to authorise the
Board of Directors to resolve on new issues of shares, warrants
and/or convertibles
The Board of Directors proposes that the Annual
General Meeting resolves to authorise the Board of Directors, for
the period until the end of the next Annual General Meeting, on one
or several occasions and with or without deviation from the
shareholders’ preferential rights, to resolve on new share issues,
warrants and/or convertibles corresponding to not more than ten
(10) per cent of the registered share capital in the Company at the
time of the issue resolution.
The authorisation may be utilised for new
issues, which may be made with provisions regarding contribution in
cash, in kind or through set-off. In order to enable delivery of
shares in connection with a cash issue as described above, this
may, if the Board of Directors deems it appropriate, be made at a
subscription price corresponding to the quota value of the shares,
whereby the issue is directed to an issuing agency acting as a
settlement bank for investors.
Deviation from the shareholders’ preferential
rights shall only be possible in connection with company
acquisitions. If the Board of Directors resolves on an issue with
deviation from the shareholders’ preferential rights, the rationale
shall be that the Company quickly needs access to capital in the
event of a company acquisition or alternatively need to pay with
the Company’s shares, warrants and/or convertibles.
If the exercise of the authorisation regarding a
new share issue is combined with the exercise of the authorisation
regarding the acquisition and transfer of own ordinary shares, item
18 on the agenda, in order to finance all or part of the purchase
price in one and the same company acquisition, the number of shares
transferred and issued during the period until the end of the next
Annual General Meeting, together may not exceed one tenth of all
shares in the Company at the time of the resolution to authorise a
new share issue.
Item 20 – Resolution regarding
guidelines for remuneration to senior executives
The Board of Directors proposes that the Annual
General Meeting resolves on the adoption of the following
guidelines for remuneration to senior executives.
Scope
These guidelines encompass the Executive
Management of Hexatronic Group AB (publ) (‘Hexatronic’) and the
company’s Board Members to the extent that remuneration, other than
that decided at the AGM, is paid to Board Members. Executive
Management refers to the CEO, Deputy CEO, CFO and other members of
the Executive Management. Other members of the Executive Management
refer to people who are part of the management team and managers
who are directly subordinate to the CEO. The managers who are
directly subordinated to the CEO may change over time. Currently
the Deputy CEO, CFO, Logistics Director, Business Development
Director, Digital Marketing Officer and some of the Presidents of
Hexatronic’s subsidiaries are directly subordinated to the CEO.
The guidelines are prospective and shall be
applied to remuneration that is agreed, and to changes made to
already agreed remuneration, after the guidelines are adopted by
the 2024 AGM. The guidelines do not cover remuneration decided by
the general meeting of shareholders.
As regards employment conditions that comply
with rules that are not Swedish, appropriate adaptations may be
made to follow mandatory such rules or set local practices, whereby
the overall objectives of these guidelines are met as far as
possible.
Promoting the company’s business
strategy, long-term interests and sustainability
The company strives for greater global presence,
where Hexatronic’s products and solutions are connected in more and
more systems. The company’s business concept is with smart,
reliable product and system solutions for passive fiber
infrastructure to accelerate the digital transformation for the
benefit of businesses, individuals and society at large.
Successful and sustainable implementation of the
company’s business strategy in the long run requires the company to
be able to recruit and retain qualified employees. For this the
company must be able to offer competitive remuneration. These
guidelines make it possible to offer senior executives a
competitive total remuneration package.
Variable cash payments covered by these
guidelines should also aim to promote the company’s business
strategy and long-term interests, including its sustainability.
Remuneration to senior
executives
Forms of remuneration etc.
Hexatronic shall offer total compensation at
market rates to facilitate the recruitment and retention of
qualified senior executives. Remuneration from Hexatronic should be
based on the principles of performance, competitiveness and
fairness. Remuneration to senior executives shall comprise fixed
remuneration, variable remuneration, share and share price-based
incentive programmes, pension and other benefits. Variations in the
remuneration principles are permitted where they are justified by
local conditions.
Fixed remuneration shall take into account the
individual’s experience and areas of responsibility. Fixed salaries
shall be reviewed annually. Variable remuneration may be up to 50%
of the annual fixed salary for members of the Executive Management.
Variable cash payments covered by these guidelines should aim to
promote the company’s business strategy and long-term interests,
including its sustainability, by having a clear link to the
business strategy or promoting the senior executive’s long-term
development, for example.
It must be possible to measure whether or not
the criteria for variable cash payments have been met over a period
of one year. Variable remuneration shall be linked to
pre-determined, quantifiable criteria, established with the aim of
promoting the company’s long-term value creation. When the
measurement period for meeting the criteria for variable cash
payments has ended, it must be judged/established to what extent
the criteria have been met. The Remuneration Committee is
responsible for the assessment regarding variable cash payment to
the CEO. As regards variable cash payments to other senior
executives, the CEO is responsible for the assessment. Financial
goals shall be assessed based on the latest financial information
published by the company.
Pension
For the CEO and other senior executives, pension
benefits shall be based on how much is paid in, i.e. the pensions
are defined contribution plans.
The pension contributions for the CEO and the
Deputy CEO’s defined contribution pension can be up to 30% of the
pensionable salary. The retirement age for other senior executives
varies between 60 and 67 years and the pension contribution can be
up to 30% of the pensionable salary. Variable cash payments shall
not be pensionable.
Other benefits may include life assurance,
health insurance and car benefits, for example. Such benefits shall
not account for a material portion of the total remuneration.
Cash payment
Additional cash payments may be made in
extraordinary circumstances, provided that such extraordinary
arrangements are limited in time and are only made at an individual
level, either with the aim of recruiting or retaining senior
executives, or as remuneration for extraordinary work efforts
beyond the person’s regular work duties. Such remuneration shall be
professionally motivated, proportionate to the individual’s fixed
salary and shall not be paid more than once a year per individual.
Decisions about such remuneration shall be made by the Board on the
proposal of the Remuneration Committee.
In addition the AGM can, if agreed, offer
long-term incentive programmes, such as share or share
price-related remuneration or incentive programmes. Such long-term
incentive programmes are agreed by the general meeting of
shareholders and are therefore not covered by these guidelines.
Criteria for paying variable remuneration
etc.
Variable remuneration shall be linked to
pre-determined, quantifiable criteria that may be financial or
non-financial. It must be possible to measure whether or not the
criteria for short-term variable remuneration have been met over a
period of one year. The criteria may also comprise individually
adapted quantitative or qualitative goals. The criteria for both
shortterm and long-term variable remuneration shall be structured
so that they promote the company’s business strategy and long-term
interests, including its sustainability, by having a clear link to
the business strategy or promoting the senior executive’s long-term
development, for example.
When the measurement period for meeting the
criteria for variable remuneration has ended, it must be
established to what extent the criteria have been met. The
Remuneration Committee is responsible for carrying out this
assessment. As regards financial goals, the assessment shall be
based on the latest financial information published by the
company.
By law or in accordance with agreements and
subject to the resulting limitations, the Board shall be able to
wholly or partially reclaim variable remuneration paid out on false
grounds.
Remuneration to Board
Members
Remuneration to Board Members for their work on
Hexatronic’s Board of Directors is determined by the general
meeting of shareholders. Board Members are only entitled to receive
such fees as agreed by the general meeting of shareholders.
Additional remuneration may, however, be paid for services carried
out by Board Members for Hexatronic within their respective areas
of expertise, provided that said service is outside of what is
considered to be the normal assignment for Board Members. Such
remuneration shall be at market rates and settled in a consultancy
agreement approved by the Board.
Terms of employment
Salary and terms of employment for employees
When drafting the Board’s proposal for these
remuneration guidelines, the salary and terms of employment for the
company’s employees were taken into account by using information
about employees’ total remuneration, components of the
remuneration, increases in remuneration and the rate of increase
over time as part of the basis for the Remuneration Committee and
Board’s decision when evaluating the fairness of the guidelines and
the resulting limitations.
Termination of employment
A notice period of six (6) months shall apply if
the CEO resigns. No severance pay shall be forthcoming.
If employment is terminated by the company, the
notice period for the CEO may be up to twelve (12) months.
Severance pay is only paid from the CEO’s 50th birthday and then
amounts to one month’s salary for each year over 50 when the CEO is
given notice. For example, if the CEO is given notice at the age of
51, the severance pay will amount to one (1) month’s salary, and at
the age of 52 it amounts to two (2) months’ salary, etc. No
deductions are made from severance pay for other income.
There is a mutual period of notice of a minimum
of three (3) and a maximum of twelve (12) months between the
company and other senior executives. No severance pay shall be
forthcoming.
Furthermore, remuneration for restraint-of-trade
obligations will be paid to the CEO and other senior executives
alike when employment is terminated with the aim of compensating
for any loss of income.
For the CEO, such remuneration is only paid to
the extent that they are not entitled to severance pay.
The remuneration shall be the difference between
the fixed cash salary at the time of termination and any lower
income earned in the new business, but up to 60% of the fixed cash
salary. Remuneration shall be paid for the time the
restraint-of-trade obligation applies, which shall be up to 6
months after termination of employment.
Decision-making process, changes and
deviations etc.
The decision-making process for establishing,
reviewing and implementing the guidelines The entire Board
constitutes the Remuneration Committee. The Committee’s duties
include drafting the Board’s decisions on proposed guidelines for
remuneration to senior executives. The Board shall draw up
proposals for new guidelines at least every four years and present
the proposal at the AGM for a decision. The guidelines shall apply
until new guidelines have been adopted by the general meeting of
shareholders. The Remuneration Committee shall also monitor and
evaluate programmes for variable remuneration for the Executive
Management, the application of the guidelines for remuneration to
senior executives, as well as applicable remuneration structures
and remuneration levels in the company. The members of the
Remuneration Committee are independent of the company and Executive
Management. When the Board deals with and decides on remuneration
related issues, the CEO or other members of the company management
are not present to the extent that they are affected by the
issues.
Deviating from the guidelines
The Board may temporarily deviate from the
guidelines, wholly or partially, in individual cases, if there are
special reasons for doing so and a deviation is necessary in order
to satisfy the company’s long-term interests, including its
sustainability, or to safeguard the company’s financial strength.
As stated above, the Remuneration Committee’s duties include
drafting the Board’s decisions on remuneration issues, which
includes decisions on deviating from the guidelines.
Substantial changes to the guidelines adopted by
the 2020 Annual General Meeting
The proposal to the Annual General Meeting 2024
for the adoption of the following guidelines for remuneration to
senior executives is in all material respects consistent with the
guidelines adopted by the Annual General Meeting 2020. No comments
from shareholders have been received regarding the guidelines
adopted by the Annual General Meeting 2020.
MISCELLANEOUS
Special majority requirement
For valid resolutions in accordance with item 16
and 17 above, it is required that the proposals be supported by at
least nine tenths (9/10) of the shares represented and votes cast
at the Annual General Meeting.
For valid resolutions in accordance with item 18
and 19 above, it is required that the proposals be supported by at
least two thirds (2/3) of the shares represented and votes cast at
the Annual General Meeting.
Number of shares and votes
As per the date of this notice, the total number
of outstanding shares in the Company is 205,323,650 of which
203,026,610 are ordinary shares and 2,297,040 are shares of series
C. The Company holds all shares of series C. The total number of
votes in the Company amounts to 203,256,314, of which the Company
holds 229,704 votes that are not represented at the Annual General
Meeting.
Documentation
The annual report, the Board of Directors’
remuneration report and all other documentation for resolutions and
documentation pursuant to the Swedish Companies Act are available
at the Company’s office at Hexatronic Group AB (publ), Sofierogatan
3A, SE-412 51 Gothenburg, and at the Company´s website,
www.hexatronicgroup.com, no later than three weeks before the
Annual General Meeting. Moreover, the Nomination Committee’s
motivated statement is available at the Company’s above address, as
well as on the Company’s website, from the date of this notice.
Copies of the documents will be sent to shareholders who so request
and who inform the Company of their postal address.
The Board of Directors’ proposal in accordance
with item 18 and 19 above are fully formulated in the convening
notice.
Shareholders’ right to obtain
information
Shareholders are reminded of their right to, at
the Annual General Meeting, obtain information from the Board of
Directors and CEO in accordance with Chapter 7 Section 32 of the
Swedish Companies Act. Shareholders who wish to submit questions in
advance may do so by sending post to Hexatronic Group AB (publ),
AGM 2024, Sofierogatan 3A, SE-412 51 Gothenburg or via e-mail
to agm@hexatronic.com.
Processing of personal data
For information about how your personal data is
processed, it is referred to the privacy notice available at
Euroclear’s webpage:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
For more information, please contact:Henrik
Larsson Lyon, CEO Hexatronic Group, +46 706 50 34 00Pernilla
Lindén, CFO Hexatronic Group, +46 708 77 58 32
The information was submitted for publication, through the
agency of the contact persons set out above, at 2:00 pm CEST on
April 3, 2024. This is a translation of the Swedish version of the
press release. When in doubt, the Swedish wording prevails.
Hexatronic creates sustainable networks all over the world. We
partner with customers on four continents – from telecom operators
to network owners – and offer leading, high-quality fiber
technology for every conceivable application. Hexatronic Group AB
(publ.) was founded in Sweden in 1993 and the Group is listed on
Nasdaq OMX Stockholm. Our global brands include Viper, Stingray,
Raptor, InOne, and Wistom®.
- 2024-04-03 Notice to attend the Annual General Meeting in
Hexatronic Group AB (publ)
Hexatronic Group AB (TG:02H0)
過去 株価チャート
から 8 2024 まで 9 2024
Hexatronic Group AB (TG:02H0)
過去 株価チャート
から 9 2023 まで 9 2024