ANNUAL GENERAL MEETING OF HEXPOL AB
At today’s Annual General Meeting of HEXPOL AB (publ), the following was resolved.
The present Directors Melker Schörling, Georg Brunstam, Alf Göransson, Jan-Anders Månson, Malin Persson and Ulrik Svensson were re-elected. Melker Schörling was re-elected as Chairman of the Board.
In accordance with the proposal of the Nomination Committee, the Meeting resolved on Directors’ fees of SEK 500,000 to the Chairman of the Board and SEK 250,000 to each other member elected by the AGM but not employed by the company, as well as SEK 150,000 to the Chairman of the Audit Committee and SEK 75,000 to member of the Audit Committee and SEK 75,000 to the Chairman of the Remuneration Committee and SEK 50,000 to member of the Remuneration Committee.
The AGM resolved in accordance with the proposal of the Board of Directors that a dividend of SEK 6.00 per share be declared for the financial year 2012 and that the accumulated earnings be carried forward. The record date for the dividend shall be 7 May 2013.
Mikael Ekdahl (Melker Schörling AB), Åsa Nisell (Swedbank Robur fonder), Henrik Didner (Didner & Gerge Fonder) and Anders Algotsson (AFA Försäkring) where re-elected as members of the Nomination Committee in respect of the AGM 2014. Mikael Ekdahl was re-elected as Chairman of the Nomination Committee.
The AGM resolved on the adoption of guidelines for remuneration to the CEO and other 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 individually established goals. The variable remuneration is capped and shall constitute a maximum of 90-120 per cent of the basic remuneration, except for in relation to one American senior executive for whom the cap for this year shall constitute a maximum of 170 per cent, including possible acquisition integrations bonus. The Board shall annually consider whether a share or share price related incentive programme 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 of the managing director by the company, a notice period of 24 months shall apply. For other senior executives the notice period on the part of the company is normally 12 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.
At the statutory board meeting following the AGM, Melker Schörling (Chairman) and Ulrik Svensson were re-elected members of the Remuneration Committee for the time period until the next statutory board meeting. For the same term, Ulrik Svensson (Chairman) and Malin Persson were re-elected members of the Audit Committee.
Malmö, 2 May 2013
THE BOARD OF DIRECTORS