Notice to attend the Annual General Meeting in Hexatronic Group AB
(publ)
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
Tuesday 9 May 2023 at 15.00 PM, at Världskulturmuseet, Södra vägen
54, SE-412 54, 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 relating to the circumstances on
Friday 28 April 2023, and (ii) no later than Wednesday 3 May 2023
give notice by post to Hexatronic Group AB (publ), AGM 2023, 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
Monday 8 May 2023.
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 Sweden AB
relating to the circumstances on Friday 28 April 2023, and (ii)
give notice no later than Wednesday 3 May 2023, 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 2023, 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 Wednesday 3 May 2023.
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 Friday 28 April 2023. 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 Wednesday 3
May 2023 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,
- allocation of the
company’s profits or losses in accordance with the adopted balance
sheet,
- discharge of the
members of the Board of Directors and the CEO from liability.
9. Determination
of the number of members of the Board of Directors, deputies,
auditors and, deputy auditors.
10. Election
of members of the Board of Directors and deputies.
The
Nomination Committee’s proposal:
a) Anders
Persson (re-election)
b) Erik
Selin (re-election)
c) Helena
Holmgren (re-election)
d) Jaakko
Kivinen (re-election)
e) Per
Wassén (re-election)
f) Charlotta
Sund (re-election)
11. Election
of the chairman of the Board of Directors.
The
Nomination Committee’s proposal:
a) Anders
Persson (re-election)
12. Election
of the auditor.
13. Determination
of fees for members of the Board of Directors and auditor.
14. Determination
on principles for the appointment of the Nomination Committee.
15. Submission
and approval of the Board’s remuneration report.
16. Resolution
to adopt a long-term performance-based share programme for the
Group’s senior executives and key employees in Sweden (LTIP
2023).
17. Resolution
to adopt a long-term incentive programme for the Group’s employees
outside of Sweden (Warrant programme 2023).
18. Resolution
to authorise the Board of Directors to resolve on the acquire 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. Closing
of the Annual General Meeting.
THE NOMINATION COMMITTEE’S
PROPOSALS UNDER ITEMS
2, 9,
10, 11,
12, 13 AND 14
The Nomination Committee, whose members have
been appointed in accordance with the principles adopted by the
Annual General Meeting, has consisted of Mark Shay (appointed by
Accendo Capital), Jonas Nordlund, Staffan Ringvall (appointed by
Handelsbanken fonder), Angelica Hansson (appointed by AMF Pension
& Fonder) and Anders Persson (chairman of the Board of
Directors) co-opted. The Nomination Committee represents around 26
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, the person appointed by the
Nomination Committee.
Item 9
– Determination of the number of members
of the Board of Directors, deputies, auditors and,
deputy auditors
The Nomination Committee proposes that the Board
shall consist of six (6) ordinary members without deputies.
The Nomination Committee proposes that a
registered accounting firm is to be appointed as auditor without
deputy auditors.
Item 10
– Election of Board
members
The Nomination Committee proposes that Anders
Persson, Erik Selin, Helena Holmgren, Jaakko Kivinen, Per Wassén
and Charlotta Sund are re-elected as members of the Board of
Directors. All elections 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 can be found on the
Company’s website.
Item 11 –
Election of the chairman of the Board of
Directors
The Nomination Committee proposes that Anders
Persson be re-elected as Chairman of the Board of Directors.
Item 12 –
Election of auditor
The Nomination Committee proposes that, for the
period until the end of the next Annual General Meeting, the
registered accounting firm Öhrlings PricewaterCoopers AB be
re-elected as auditor. In the event that Öhrlings PricewaterCoopers
AB is re-elected, the Nomination Committee notes that Öhrlings
PricewaterCoopers has informed that public accountant Johan
Malmqvist will be appointed as auditor in charge.
Item 13 – 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 shall be paid with SEK 750,000 (600,000)
to the Chairman of the Board and SEK 350,000 (275,000) to each of
the other members of the Board.
Further, the Nomination Committee proposes that
remuneration shall be paid with SEK 125,000 (85,000) to the
Chairman of the Audit Committee and SEK 75,000 (55,000) to the
member of the Audit Committee.
The Nomination Committee proposes that the fee
to the auditor shall be paid in accordance with approved statement
of costs.
Item 14 – Determination
on principles for the appointment of the Nomination
Committee
The Nomination Committee proposes that the
current principles for the appointment of the members of the
Nomination Committee shall be left unchanged.
The principles are fully available in the
Nomination Committee’s complete proposal and reasoned opinion on
the website.
THE BOARD OF DIRECTORS’
PROPOSALS UNDER ITEMS
8B, 15,
16, 17, 18 AND 19
Item
8B –
Resolution regarding allocation of the
company’s profits or losses in accordance with the
adopted balance sheet
The Board of Directors proposes that a dividend
of SEK 0.10 per share be paid. The record date for the dividend
shall be Thursday 11 May 2023. If the AGM resolves in accordance
with the Board’s proposal, payment is expected to be made on
Tuesday 16 May 2023 through Euroclear AB.
The Board of Directors’ proposal for a dividend
corresponds to an amount of SEK 20,302,661 in total, based on
203,026,610 outstanding ordinary shares (which excludes 2,035,969
shares of series C held by the Company). Following the resolution
on the dividend by the Annual General Meeting, the available amount
is expected to be reduced by SEK 20,302,661 to approximately SEK
1,093,390,483, which is proposed to be transferred in a new
account.
Item 15
– Submission and approval of the Board’s
remuneration report
The Board of Directors proposes that the Annual
General Meeting resolves to approve the Remuneration Report for the
financial year 2022 that has been prepared by the Board of
Directors.
Item 16 –
Resolution to adopt a long-term performance-based share
programme for the Group’s senior executives and
key employees in Sweden (LTIP
2023)
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 2023”) aimed at the
Group’s (the “Hexatronic Group”) senior executives and 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
A. Introduction
of LTIP 2023
The 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 program directed at the Group’s senior executives and other
key employees employed in Sweden (“Participants”).
LTIP 2023 is proposed to include a maximum of forty-five (45)
Participants. Participants in LTIP 2023 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 2023 (the “Vesting
Period”), Participants will be given the opportunity to
receive ordinary shares (“Performance Shares”)
free of charge, subject to the main terms and conditions set forth
below. Within the LTIP 2023, 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 program 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 2023 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 2023 has been designed on the
basis that it is desirable that senior executives and other key
employees within the Hexatronic Group are shareholders in the
Company and LTIP 2023 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 2023 will benefit both the
employees and the Company’s shareholders through an increased share
value.
Private investment
In order to participate in LTIP 2023, 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 15 May 2023 and
30 June 2023 for the purpose of being allocated to LTIP 2023,
unless the Board of Directors allows exceptions in the individual
case regarding shares acquired previously. 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 2023 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 2023 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 2023 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 2023, 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 and EBITA are imposed for the allotment of Performance
Shares to the Participants.
The Participants are divided into three
categories and LTIP 2023 will involve the allocation of the maximum
number of Performance Shares per Saving Share as follows:
Category |
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 goals 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
2023-2025 (the “Share Target”),
(ii) net sales growth for each financial year 2023-2025 (the
“Growth Target”); and (iii) EBITA for the
respective financial year 2023-2025 (the “EBITA
Target”) (collectively, the “Performance
Targets”), whereby the respective Performance Targets
shall be weighted by 1/3 each.
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.
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 2023 up to and including
31 December 2025. 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
4.40–5.40 earnings per share (financial year 2023), SEK 5.20–6.20
earnings per share (financial year 2024), SEK 6.10–7.10 earnings
per share (financial year 2025).
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 2023 compared to the
Company’s established net sales for the financial year 2022. For
each financial year, a minimum level and an upper target level have
been set corresponding to twenty (20) per cent and forty (40) per
cent, respectively, for 2023, fifteen (15) per cent and twenty-five
(25) per cent, respectively, for 2024 and fifteen (15) per cent and
twenty-five (25) per cent, respectively, for 2025.
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 2023 compared to the
Company’s established EBITA for the financial year 2022. For each
year, a weighted minimum level has been set for each financial
year, which for the financial years 2023, 2024 and 2025 corresponds
to twelve (12.0) per cent and a weighted upper target level of
eighteeen (18.0) per cent, respectively.
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
2023:
(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 2023.
(c) The Share Rights cannot be
transferred or pledged.
(d) Each Share Right entitles
the Participant, under certain conditions, to receive up to six
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
30 June 2023, 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 2023, the Company will award Share
Rights proportionately, rounded down, calculated linearly on a
full-year basis depending on when the additional Participant joins
LTIP 2023. Additional Participants will be allotted Performance
Shares no earlier than three (3) years after the Participant
entered into an agreement to join LTIP 2023.
Allotment of Performance Shares
In order to be able to complete LTIP 2023 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 261,071 shares of series C
to Danske Bank A/S, Danske Bank filial Sverige (the
“Bank”), of which a maximum of 62,417 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 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 198,654 ordinary shares
may be transferred to Participants in accordance with LTIP 2023 and
that a maximum of 62,417 ordinary shares may be transferred on the
market to secure social security contributions in connection with
LTIP 2023 (“Hedging Shares”).
Costs for LTIP 2023
Costs for LTIP 2023 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 2023 will be
fully subscribed by forty-five (45) Participants, that all of these
invest the maximum amount allowed in Saving Shares in
LTIP 2023, that the share price amounts to SEK one hundred and
thirty-eight (138) at the time of investment, and that all Saving
Shares remain at LTIP 2023’s end, this means a total cost for LTIP
2023 of approximately SEK 32 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 2023’s end of
SEK two hundred seven (207) and otherwise with conditions as above,
the social security contributions are estimated to amount to
approximately SEK thirteen (13) million, 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 15.2 million. LTIP 2023 has no limit on maximum profit for
Participants and therefore no maximum cost of social security
contributions can be calculated.
Effects on key performance indicators and dilution
LTIP 2023 is expected to comprise a maximum of
198,654 Performance Shares and 62,417 Hedging Shares for social
security contributions, excluding the Saving Shares, corresponding
to approximately 0.13 per cent of the Company’s total number of
outstanding shares after full exercise of ongoing and now resolved
incentive programme.
Outstanding rights to shares under previous
long-term incentive programmes and the proposed long-term incentive
programme amount to approximately 2.51 per cent of the Company’s
total number of outstanding shares upon full exercise.
Ongoing incentive programmes including LTIP 2023
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 2022 which is available on the Company’s website,
https://group.hexatronic.com/.
Preparation of the proposal
LTIP 2023 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
2023, 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 2023 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 2023
In order to be able to carry out LTIP 2023 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 Board of Directors proposes that the Annual
General Meeting instruct the Board of Directors to implement the
decision 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 instruct the
Board, or whomever the Board appoints, to make such minor
adjustments in the abovementioned proposed resolution 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 Group’s
employees outside of Sweden (Warrant programme
2023)
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
2023) directed at the Group’s (the “Hexatronic Group”) employees
outside of Sweden, and (B.) a directed issue of warrants (Series
2023/2026) to the wholly owned subsidiary Proximion AB
(“Proximion”) and approval of the transfer of these warrants to
participants
A. Introduction of Warrant Programme 2023
The Board of Directors of the Company proposes
that the Annual General Meeting resolves to adopt a long-term
incentive programme directed at the 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 2023 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 2023 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 2023 will be beneficial for
both the employees and for the Company’s shareholders through an
increased share value.
Warrant Programme 2023
The Board of Directors proposes that the Annual
General Meeting resolves on a directed share issue of a maximum of
441,000 warrants (hereinafter referred to as
“Warrants”) and the subsequent transfer of a total
of not more than 441,000 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 2023 and transfer the Warrants
to participants free of charge. Each Warrant entitles the holder to
subscribe for one ordinary share. The Warrants shall be issued free
of charge to Proximion.
Participants in the Warrant Programme 2023
shall, upon receipt of the offer, but no later than 31 May 2023,
notify Proximion of the number of Warrants that the participant
wishes to receive. In the event that the participants’ 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 15 May 2026 up
to and including 15 June 2026. 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 9
May 2023 up to and including 20 May 2023. 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 2023 shall comprise
approximately 40 senior executives, and approximately 70 key
employees, employed in England, Belgium, Norway, Denmark, Finland,
USA, Canada, Germany, Estonia, Latvia, Lithuania, Italy, Australia,
South Korea, Netherlands, New Zealand and Austria and in total
relate to a maximum of 441,000 Warrants. The maximum number of
Warrants per participant in the Warrant Programme 2023 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 235,000 |
Remaining key employees |
approximately 3,000 |
approximately 206,000 |
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
estimates that these costs will be limited.
Since the Company’s costs for the Warrant
Programme 2023 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 2023 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 2023, upon full exercise of
all 441,000 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 2.6 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 2022 which is available on the Company’s website,
https://group.hexatronic.com.
Preparation of the proposal
The Warrant Programme 2023 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 2023, 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 2023 no longer
fulfilling its purposes.
B. Directed issue of warrants, Series 2023/2026, to the
wholly owned subsidiary Proximion AB, and approval of their
transfer to participants under the Warrant
Programme 2023
The Board of Directors proposes that the Annual
General Meeting resolves to issue not more than 441,000 Warrants,
as a result of which the Company’s share capital may increase by a
maximum of SEK 4,410. The following conditions shall apply.
- The right to
subscribe for Warrants shall, with deviation from the shareholders’
preferential rights, vest with Proximion AB, which shall then
transfer the Warrants to the appropriate participants in the
Warrant Programme 2023. 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 15
May 2026 up to and including 15 June 2026 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 9
May 2023 up to and including 20 May 2023. 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
2023. 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 AB, in
accordance with the incentive programme, may transfer Warrants to
participants in the Warrant Programme 2023 and manage Warrants in
accordance with the Warrant Programme 2023. Proximion AB 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 decision that may be
required for the registration with the Companies Registration
Office.
Oversubscription cannot take place.
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 instruct the Board of Directors to implement the
decisions 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 instruct 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 acquire 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
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 shares held by
the Company at the time of the Board of Directors’ decision on
transfer. The following conditions shall apply.
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.
The shares may be acquired through an offer
directed at all shareholders or through trading on Nasdaq
Stockholm. When trading on Nasdaq Stockholm the price shall
correspond to the price interval registered at any given time, by
which is meant the interval between the highest purchase price and
the lowest sale price. Acquisition offers directed at 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 the opportunity to adapt the Company’s capital
structure to its capital needs and thereby, among other things, be
able to use the repurchased shares as a means of payment for the
acquisition of companies.
Transfer of own shares may be made through
trading on Nasdaq Stockholm at a price within the price interval
registered at any given time, which means the interval between the
highest purchase price and the lowest sale price. Transfer of
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 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 combination, corresponds to the stock exchange price
at the time of the transfer.
If the exercise of the authorisation regarding
the acquisition and transfer of own 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 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 shares is
justified by the fact that transfer of shares over 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 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. A new issue may only be made at
market price. 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 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.
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 and votes in the Company is 205,062,579 of
which 203,026,610 are ordinary shares and 2,035,969 are shares of
series C. The Company holds all shares of series C. The total
number of votes in the Company amounts to 203,230,207, of which the
Company holds 203,597 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 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 2023, 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.
_____________________________
Gothenburg in April
2023Hexatronic Group AB
(publ)The Board of
Directors
- 2023-04-04 Notice to attend the Annual General Meeting in
Hexatronic Group
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