Annual General Meeting of Hexagon AB

At the Annual General Meeting of Hexagon AB (publ) today, the following was resolved:

Board of Directors
The AGM re-elected the Directors Melker Schörling, Maths O Sundqvist, Ola Rollén, Marianne Arosenius and Mario Fontana and elected Ulf Henriksson as new Director of the Board. Melker Schörling was re-elected Chairman of the Board.

The Directors’ fees shall be SEK 2,425,000 in total (including fees for committee work) to be allocated with SEK 650,000 to the Chairman and SEK 350,000 to each of the other Directors elected by the AGM but not employed by the company. The Chairman of the Remuneration Committee shall receive SEK 75,000 and a member thereof SEK 50,000, the Chairman of the Audit Committee SEK 150,000 and a member thereof 100,000.

Dividend
In accordance with the proposal of the Board of Directors, the AGM resolved to declare a dividend of SEK 5,00 per share. Record day for the dividend was determined to Monday 7 May 2007. Dividend settlements will be handled by VPC AB (the Swedish Securities Register Centre) and the estimated settlement day will be Thursday 10 May 2007.

Nomination-, Remuneration- and Audit Committee
Melker Schörling, Maths O. Sundqvist, Henrik Didner (Didner & Gerge Fonder) and Anders Algotsson (AFA Försäkring) were re-elected and Marianne Nilsson (Swedbank Robur) was elected as new member of the Nomination Committee for the AGM 2008, whereby Melker Schörling was appointed Chairman of the Nomination Committee.

At the Statutory Board Meeting following the AGM, Melker Schörling and Maths O. Sundqvist were re-elected members of the Remuneration Committee for the time period until the next Statutory Meeting. For the same term, Marianne Arosenius and Mario Fontana were re-elected members of the Audit Committee.

Guidelines for remuneration to senior executives
The AGM resolved on the adoption of guidelines for remuneration to senior executives principally entailing that the remuneration shall consist of a basic salary, a variable remuneration, other benefits and pension and all in all be competitive and in accordance with market practice. The variable remuneration shall be maximized in relation to the basic salary, tied to such performance that the relevant individual may influence and based on the outcome in relation to individual targets. The Board shall annually consider whether a share- or share price related incentive program shall be proposed to the Annual General Meeting.

The notice period shall normally be six months on the part of the employee. In case of notice of termination by the company, the notice period and the period during which severance payment is paid shall, all in all, not exceed 24 months. The pension rights shall be either benefit or fee-based, or a combination of both, with an individual pension age, however, not lower than 60 years. The guidelines in their entirety are published on the company’s website.

Issue in kind
The AGM resolved on an issue in kind, whereby the company’s share capital shall be increased by a maximum of SEK 520,000 by a new issue of not more than 130,000 B-shares. The reason for the issue in kind is that, in connection with Hexagon’s acquisition of Leica Geosystems Holdings AG (“Leica”) in October 2005, there were approximately 90,000 outstanding options which had been awarded employees within the former Leica Group. Following a merger between Leica and its former wholly-owned subsidiary Leica Geosystems AG, the options relate to shares in latter company. At present there are approximately 48,000 outstanding options, of which a total maximum of approximately 26,000 options may be exercised for subscription of new shares during spring 2007.

The right to subscribe for the new Hexagon-shares in the issue in kind shall be granted to the option holders or a bank engaged by Leica Geosystems AG in order to secure an appropriate handling and transfer of B-shares in Hexagon to the option holders. Payment for the new shares shall be made by transfer of shares in Leica Geosystems AG issued on the basis of the outstanding options. Subscribers to the new shares shall contribute as capital in kind one (1) Leica-share for every five (5) B-shares subscribed for in Hexagon and in addition thereto receive a cash consideration of CHF 462 subject to a deduction of the pre-determined redemption price in accordance with the option terms. The new shares shall entitle to dividend from the financial year 2008, i.e. also for the financial year 2007.

Amendment of the Articles of Association
The AGM resolved on adjusting the company’s share capital in the Articles of Association in order to make possible the AGM’s subsequent resolution on a bonus issue and a split. In addition, the AGM resolved on a specification of the registered office of the company.

Bonus issue and split 3:1
It was resolved by the AGM to, without issuing any new shares, increase the company’s share capital, which following registration of the abovementioned issue in kind will amount to SEK 353 799 980, by SEK 176 899 990 to SEK 530 699 970 by the transfer of said amount from the company’s reserve fund. The purpose of the bonus issue is to, prior to the split of the company’s shares, create a quota value of the company’s shares which is a multiple of three.

The AGM resolved, following the bonus issue, on a split of the company’s shares so that each existing share is divided into three shares of the same class.

The resolution on the split is expected to be executed by VPC AB on 30 May 2007.



Authorisation of the Board of Directors to resolve on the acquisition and transfer of the company’s own shares

The AGM resolved to authorise the Board of Directors to, on one or several occasions during the time period until the next annual general meeting, resolve on the acquisition and transfer of the company’s own shares. Acquisitions and transfers may thereby be made of no more than such number of shares which from time to time represent 10 per cent of the total number of shares in the company. Acquisitions may be made on the OMX Stockholm Stock Exchange at the stock-exchange quotation applicable at the time of acquisition. Transfer may take place with deviation from the shareholders’ preferential rights at the OMX Stockholm Stock Exchange 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.