Annual General Meeting in Hexagon AB
At the Annual General Meeting in Hexagon AB (publ) today, the following was resolved.
Election of Board of Directors
The AGM re-elected the Directors Melker Schörling, Ola Rollén, Gun Nilsson, Ulrik Svensson, Ulrika Francke and
Jill Smith as ordinary board members. Melker Schörling was re-elected Chairman of the Board.
Remuneration to the Directors shall be allocated with SEK 1,300,000 to the Chairman and SEK 525,000 to each of the other Directors elected by the AGM and not employed by the company. The Chairman of the Remuneration Committee shall receive SEK 85,000 and a member thereof SEK 60,000, and the Chairman of the Audit Committee SEK 200,000 and a member thereof SEK 150,000. The auditor shall be remunerated according to agreement.
In accordance with the proposal of the Board of Directors, the AGM resolved to declare a dividend of EUR 0.43 per share. Record day for the dividend was determined to 12 May 2016. Dividend settlements will be handled by Euroclear Sweden AB and the estimated settlement day is 19 May 2016.
Nomination, Remuneration and Audit Committees
The AGM re-elected Mikael Ekdahl (Melker Schörling AB), Jan Andersson (Swedbank Robur fonder) and Anders Oscarsson (AMF and AMF Fonder) and new elected Ossian Ekdahl (Första AP-fonden) as members of the Nomination Committee in respect of the AGM 2017, Mikael Ekdahl was appointed Chairman of the Nomination Committee.
At the Statutory Board Meeting following the AGM, Melker Schörling and Gun Nilsson were re-elected as members of the Remuneration Committee for the time period until the next Statutory Meeting. For the same term, Gun Nilsson, Jill Smith and Ulrik Svensson were re-elected members of the Audit Committee.
Guidelines for remuneration to senior executives
The AGM resolved on the adoption of guidelines for remuneration to senior executives principally entailing that the remuneration shall consist of a basic remuneration, a variable remuneration, other benefits and pension and all in all be competitive and in accordance with market practice. The variable remuneration shall be maximized to up to 150 per cent in relation to the basic remuneration, related to the earnings trend which the relevant individual may influence and based on the outcome in relation to individual targets. The variable remuneration shall not qualify for pension. The Board shall annually consider whether a share or share price related incentive program shall be proposed to the AGM.
The notice period shall normally be six months on the part of the employee. In case of notice of termination by the company, the notice period and the period during which severance payment is paid shall, all in all, not exceed 24 months. As a general guideline, pension rights shall be fee based, with an individual pension age, however, not lower than 60 years.
Authorisation of the Board to resolve on acquisition and transfer of the company's shares
The AGM resolved to authorise the Board of Directors to, on one or several occasions during the time period until the next AGM, resolve on the acquisition and transfer of the company's own shares. Acquisition shall be made of a maximum of so many shares that the shareholding of the company from time to time does not exceed ten (10) per cent of all the shares in the company. Acquisitions may be made on Nasdaq Stockholm at the stock-exchange quotation applicable at the time of acquisition. Transfer may be made of a maximum of so many shares which from time to time correspond to ten (10) per cent of all the shares in the company. Transfer may take place with deviation from the shareholders' preferential rights at Nasdaq Stockholm as well as to a third party in connection with the acquisition of a company or business. Payment for shares transferred shall be made in cash, by contribution in kind or by set-off. Transfer in connection with the acquisition of a company may take place at a market value appraised by the Board of Directors. The purpose of the authorisation is to give the Board of Directors the opportunity to adjust the company's capital structure and to finance acquisitions by utilisation of the company's own shares.
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|This press release consists of such information that Hexagon AB (publ) may be obliged to disclose in accordance with the Swedish Securities Market Act and/or the Financial Instruments Trading Act. The information was submitted for publication on 10 May 2016 at 19:00 CET.|
Hexagon is a leading global provider of information technologies that drive productivity and quality across geospatial and industrial enterprise applications. Hexagon's solutions integrate sensors, software, domain knowledge and customer workflows into intelligent information ecosystems that deliver actionable information. They are used in a broad range of vital industries. Hexagon (Nasdaq Stockholm: HEXA B) has more than 16,000 employees in 46 countries and net sales of approximately 3.0bn EUR. Learn more at www.hexagon.com and follow us @HexagonAB.