NOTICE TO THE ANNUAL GENERAL MEETING OF HEXPOL AB (publ)
Shareholders of HEXPOL AB are hereby given notice of the Annual General Meeting (AGM) to be held on Wednesday, 28 April 2021.
Due to the continued spread of the coronavirus and the authorities’ regulations and advice on avoiding public gatherings, the Board has decided that the AGM will be held without physical presence of shareholders, proxy holders and third parties and that the shareholders are able to exercise their voting rights in advance, only by postal voting before the general meeting. Information on the resolutions passed at the AGM will be disclosed on 28 April 2021, as soon as the outcome of the postal voting has been finally confirmed.
- RIGHT TO PARTICIPATE IN THE ANNUAL GENERAL MEETING
Shareholders who wish to participate in the AGM by postal voting must:
firstly, be registered in the share register maintained by Euroclear Sweden AB no later than 20 April 2021, and
secondly, give notice of their intention to participate no later than 27 April 2021, by casting their postal votes in accordance with the instructions under the heading “Postal voting” below so that the postal vote is received by Euroclear Sweden AB no later than that day. Please note that the notification to the AGM can only be made by postal voting.
For shareholders who have their shares nominee-registered, the following applies in order to be entitled to participate in the AGM. In addition to giving notice of participation by casting a postal vote, such shareholder must request their bank or broker to temporarily re-register the shares in the shareholder’s own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB as of the record date 20 April 2021. Voting rights registration requested by the shareholder at such time that the registration has been completed by the nominee no later than 22 April 2021 will be taken into account in the preparation of the share register.
- POSTAL VOTING
The Board has resolved that shareholders will be able to exercise their voting rights only by postal voting in accordance with Section 20 and 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. A special form must be used for the postal vote. The postal voting form is available on the company’s website www.hexpol.com. Completed and signed postal voting forms may be sent by mail to HEXPOL AB, “Annual General Meeting”, c/o Euroclear Sweden, P.O. Box 191, SE-101 23 Stockholm, Sweden, or by e-mail to GeneralMeetingServices@euroclear.com. Completed forms must be received by Euroclear Sweden AB no later than 27 April 2021. Shareholders who are natural persons may also cast their votes electronically through verification with BankID via Euroclear Sweden AB’s website https://anmalan.vpc.se/EuroclearProxy. Such electronic votes must be submitted no later than 27 April 2021.
Shareholders may not submit special instructions or conditions with the postal vote. In such case, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form and at https://anmalan.vpc.se/EuroclearProxy.
- POWERS OF ATTORNEY
If the shareholder submits the postal vote by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. Proxy forms are available on the company's website www.hexpol.com and will be sent on request to shareholders who state their postal address. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form.
- AGENDA OF THE ANNUAL GENERAL MEETING
Proposal for agenda
- Election of Chairman of the Meeting.
- Preparation and approval of the list of shareholders entitled to vote at the Meeting.
- Approval of the agenda.
- Election of one or two officers to verify the minutes.
- Determination of whether the Meeting has been duly convened.
- Presentation of
- the annual report and the auditors’ report, as well as the consolidated financial report and auditors’ report on the consolidated financial report for the financial year 2020, and
- statement from the company’s auditor confirming compliance with the guidelines for the remuneration of senior executives that have applied since the preceding AGM.
- Resolutions concerning
- adoption of the income statement and balance sheet, and of the consolidated income statement and consolidated balance sheet, all as per 31 December 2020,
- disposition of the Company’s profit as set forth in the balance sheet adopted by the Meeting and the record date for dividend distribution, and
- discharge of the Board of Directors and the President from personal liability.
- Determination of the number of members and deputy members of the Board.
- Determination of the fees to be paid to the Board members and auditors.
- Election of members of the Board.
- Election of auditor.
- Election of members of the Nomination Committee.
- Resolution on approval of remuneration report.
- Proposal of guidelines for the remuneration of senior executives.
Election of Chairman of the Meeting (Item 1)
The Nomination Committee elected in anticipation of the 2021 AGM, comprising Mikael Ekdahl (Melker Schörling AB), Henrik Didner (Didner & Gerge Fonder), Marcus Lüttgen (Alecta Pensionsförsäkring) and Mats Gustafsson (Lannebo Fonder) has proposed that Alf Göransson be elected Chairman of the 2021 AGM.
Preparation and approval of the list of shareholders entitled to vote at the Meeting (Item 2)
The voting list proposed to be approved is the voting list prepared by Euroclear Sweden AB on behalf of the company, based on the annual general meeting share register and received postal votes, controlled and checked by the persons assigned to check the minutes.
Election of two persons to check the minutes (Item 4)
The Board proposes Henrik Didner, representing Didner & Gerge Fonder and Joachim Spetz, representing Swedbank Robur fonder, or if one or both of them are prevented from participating, the person(s) appointed by the Board, to check the minutes. The assignment to check the minutes also includes checking the voting list and that the received postal votes are correctly reflected in the minutes of the meeting.
Proposed disposition of the Company’s profit (Item 7 b)
The Board proposes that a dividend of SEK 2.30 per share be declared and that the record date for the dividend shall be 30 April 2021. If the AGM so resolves, the dividend is expected to be distributed by Euroclear Sweden AB on 5 May 2021.
Proposals regarding election of Board members and fees (Items 8-10)
The Nomination Committee proposes the following:
- The number of Board Members shall be six, without deputies.
- Directors’ fees shall be paid as follows: SEK 1,000,000 to the Chairman of the Board and SEK 400,000 to each of the other Board Members elected by the AGM who are not employed by the company. As remuneration for committee work, the chairman of the Audit Committee shall receive SEK 250,000 and each member of the Audit Committee SEK 125,000 and the chairman of the Remuneration Committee shall receive SEK 150,000 and member of the Remuneration Committee SEK 50,000.
- Re-election of Board Members Alf Göransson, Kerstin Lindell, Jan-Anders Månson, Gun Nilsson, Malin Persson and Märta Schörling Andreen as ordinary Board Members.
- Re-election of Alf Göransson as the Chairman of the Board.
Proposal regarding election of auditor (Item 11)
The Nomination Committee proposes, in accordance with the recommendation of the Audit Committee, new election of the authorised public accountants Joakim Falck and Karoline Tedevall, both active at Ernst & Young AB, as the company’s auditors for a mandate period of one year. The Nomination Committee further proposes new election of the authorised public accountants Ola Larsmon and Peter Gunnarsson as deputy auditors for a mandate period of one year. Fees to auditors shall be payable according to contract.
Proposal regarding election of members of the Nomination Committee (Item 12)
Shareholders jointly representing approximately 54 per cent of the voting rights in the company propose that the AGM resolve as follows pertaining to Nomination Committee in anticipation of the AGM 2022.
- The Nomination Committee shall have four members.
- Re-election of Mikael Ekdahl (Melker Schörling AB), Henrik Didner (Didner & Gerge Fonder), Marcus Lüttgen (Alecta Pensionsförsäkring) and Mats Gustafsson (Lannebo fonder).
- Re-election of Mikael Ekdahl as Chairman of the Nomination Committee.
- Should a shareholder who is represented by one of the Nomination Committee’s members cease to belong to the largest shareholders in HEXPOL in terms of voting rights, or should a member of the Nomination Committee no longer be employed by such a shareholder or for some other reason decide to step down from the Nomination Committee prior to the AGM 2022, the Nomination Committee shall be entitled to appoint another representative of the largest shareholders in terms of voting rights to replace such a member.
Tasks of the Nomination Committee
The tasks of the Nomination Committee are to prepare proposals ahead of the AGM 2022 regarding election of Chairman and other Board Members, election of Chairman of the AGM, remuneration matters and other related matters, election of members of the Nomination Committee or principles for the appointment of Nomination Committee and, together with the Audit Committee, prepare a proposal regarding election of auditor, and otherwise pursue the tasks that, according to the Swedish Code of Corporate Governance, are the responsibility of a nomination committee.
Approval of remuneration report (Item 13)
The Board proposes that the AGM resolves to approve the Board’s remuneration report pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.
Proposal for guidelines for remuneration to senior executives (Item 14)
The Board proposes that the Annual General Meeting resolves on guidelines for remuneration to the managing director and other senior executives as follows. Other senior executives are defined as members of the group management. The guidelines are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the Annual General Meeting. These guidelines do not apply to any remuneration decided or approved by the general meeting.
Guiding principles and types of remuneration
A prerequisite for the successful implementation of the company’s vision, business strategy and safeguarding of its long-term interests, including its sustainability, is that the company is able to attract and retain qualified senior executives. To this end, it is necessary that the company offers competitive remuneration on market terms. These guidelines enable the company to offer the executive management a competitive total remuneration. More information regarding HEXPOL’s vision and business strategy is available on the company's website www.hexpol.com.
Types of remuneration
The total remuneration to senior executives shall be on market terms and consist of fixed cash salary, variable remuneration, other benefits and pension. Additionally, the general meeting may – irrespective of these guidelines – resolve on, among other things, share-related or share price-related incentive programmes.
The fixed remuneration for senior executives in HEXPOL shall be market-based and competitive. It shall be based on the individual executive’s area of responsibility, authority, competence and level of experience.
In addition to fixed annual cash salary, senior executives shall be able to obtain a variable remuneration. The criteria for the remuneration and the conditions for payment shall be designed so as to contribute to the company’s vision, business strategy and long-term interests, including its sustainability, by for example being clearly linked to the business strategy or promote the executive’s long-term development. The criteria applied are based on earnings, earnings per share and working capital. The variable remuneration consists of two parts. The first part, annual variable cash remuneration, shall be linked to individualised predetermined and measurable criteria and shall be based on earnings and working capital. The second part, cash remuneration in accordance with the company’s long-term cash-based incentive program (LTI), shall be based on increased earnings per share.
For cash remuneration in accordance with LTI, payment of the remuneration shall be made by half the second year after the measurement period has ended and the remaining half the third year after the measurement period has ended. The design of the criteria for variable cash remuneration and the terms for payment contributes to the company’s vision, business strategy, long-term interests and sustainability.
When the measurement period has ended it shall be determined to which extent the criteria for awarding variable cash remuneration have been satisfied. The remuneration committee is responsible for the evaluation so far as it concerns variable cash remuneration to the managing director. For variable cash remuneration to other executives, the managing director is responsible for the evaluation. For financial objectives, the evaluation shall be based on the latest financial information made public by the company.
The satisfaction of criteria for awarding variable cash remuneration shall be measured over a period of one year. The variable cash remuneration is capped and shall constitute a maximum of 130 per cent of the fixed annual cash salary, of which 80 percent is attributable to annual cash remuneration and 50 percent is attributable to LTI.
For senior executives, pension benefits shall be paid not earlier than from the age of 60 years. For the managing director, pension benefits, including health insurance (Sw: sjukförsäkring), shall either be benefit or fee based, or a combination of both. Variable cash remuneration shall in general not qualify for pension benefits. Variable cash remuneration shall qualify for pension benefits only to the extent required by mandatory collective agreement provisions applicable to the executive. For other executives, pension benefits, including health insurance, shall either be benefit or fee based, or a combination of both. The pension premiums for premium defined pension shall amount to no more than 45 per cent of the fixed annual cash salary.
Other benefits may include, for example, life insurance, medical insurance (Sw: sjukvårdsförsäkring) and company cars. Premiums and other costs relating to such benefits may amount to not more than 10 per cent of the fixed annual cash salary.
In relation to employments governed by rules other than Swedish, duly adjustments may be made for compliance with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines.
Termination of employment
The notice period shall normally be six months on the part of the employee, without the right to severance pay. Between the company and the managing director, the managing director is entitled to a notice period of six months. At notice of termination by the company, a notice period of 24 months shall apply. For other senior executives the notice period shall normally be 12 months on the part of the company. Fixed cash salary during the period of notice and severance pay may normally together not exceed an amount equivalent to the fixed cash salary for two years for the managing director, and the fixed cash salary for one year for other senior executives.
Salary and employment conditions for employees
In the preparation of the board of directors’ proposal for these remuneration guidelines, salary and employment conditions for employees of the company have been taken into account by including information on the employees’ total income, the components of the remuneration and increase and growth rate over time, in the remuneration committee’s and the board of directors’ basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable.
The decision-making process to determine, review and implement the guidelines
The board of directors has established a remuneration committee. Remuneration to the managing director and other senior executives shall be prepared by the remuneration committee and resolved by the board of directors based on the proposal of the remuneration committee. The committee’s tasks include preparing the board of directors’ decision to propose guidelines for executive remuneration. The board of directors shall prepare a proposal for new guidelines at least every fourth year and submit it to the general meeting. The guidelines shall be in force until new guidelines are adopted by the general meeting. The remuneration committee shall also monitor and evaluate programs for variable remuneration for the executive management, the application of the guidelines for executive remuneration as well as the current remuneration structures and compensation levels in the company. The managing director and other members of the executive management do not participate in the board of directors’ processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.
Derogation from the guidelines
The board of directors may temporarily resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the company’s long-term interests, including its sustainability, or to ensure the company’s financial viability. As set out above, the remuneration committee’s tasks include preparing the board of directors’ resolutions in remuneration-related matters. This includes any resolutions to derogate from the guidelines.
- NUMBER OF SHARES AND VOTES IN THE COMPANY
The total number of shares in the company is 344,436,846 of which 14,765,620 shares are of Series A and 329,671,226 shares of Series B. The total number of voting rights in the company is 477,327,426.
- AVAILABLE DOCUMENTATION
The Annual Report and the auditor’s statement, including the Board’s proposal for guidelines for remuneration to senior executives, as well as the auditors’ statement regarding whether the guidelines have been complied with, the Board’s remuneration report, the Board’s complete proposal concerning Item 14, as well as the Board’s motivated statement to the proposal for dividend distribution according to Item 7 b) will be kept available for the shareholders at the company’s headquarters at the address HEXPOL AB, Skeppsbron 3, SE-211 20 Malmö, Sweden, and on the company’s website www.hexpol.com no later than 7 April 2021. The documents are considered presented by being kept available at the company’s headquarters and on the company’s website. Copies of the documents will be sent to those shareholders who request to receive such information and who have provided their address. The AGM share ledger will be kept available at the company’s headquarters at the address HEXPOL AB, Skeppsbron 3, SE-211 20 Malmö, Sweden.
- SHAREHOLDERS’ RIGHT TO RECEIVE INFORMATION
The Board and the President shall, if requested by a shareholder and the Board considers that it can be done without material damage to the company, provide information regarding issues that may (i) affect the assessment of an item on the agenda, (ii) affect the assessment of the company’s or a subsidiary’s financial situation or (iii) concern the company’s relation to another group company. Such requests shall be made in writing to the company no later than 10 days prior to the AGM, i.e. no later than 18 April 2021, to the address HEXPOL AB, ”Annual General Meeting”, Skeppsbron 3, SE-211 20 Malmö, Sweden, or by e-mail to email@example.com. The information will be kept available on the company’s website www.hexpol.com and at the company’s headquarters at the address HEXPOL AB, Skeppsbron 3, SE-211 20 Malmö, Sweden, no later than 23 April 2021, and will be sent to those shareholders who requested to receive such information and have provided their address.
- PROCESSING OF PERSONAL DATA
For information about the processing of your personal data, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Malmö in March 2021
HEXPOL AB (publ)
Board of Directors
For further information, please contact:
Deputy CEO and CFO
+46 (0) 40 25 46 60
HEXPOL is a world-leading polymers group with strong global positions in advanced polymer compounds (Compounding), gaskets for plate heat exchangers (Gaskets), and plastic and rubber materials for truck and castor wheel applications (Wheels). Customers are primarily systems suppliers to the global automotive and engineering industry, construction industry, the energy, oil and gas sector, medical equipment manufacturers and OEM manufacturers of plate heat exchangers and forklifts. The Group is organised in two business areas, HEXPOL Compounding and HEXPOL Engineered Products. The HEXPOL Group’s sales in 2020 amounted to 13,424 MSEK. The HEXPOL Group has approximately 4,600 employees in fourteen countries. Further information is available at www.hexpol.com.