NOTICE TO THE EXTRAORDINARY GENERAL MEETING OF HEXPOL AB (publ)
Shareholders of HEXPOL AB are hereby summoned to the Extraordinary General Meeting (EGM) to be held at 3 p.m. CET on Friday, 20 November 2020 at
Clarion Malmö Live at the address Dag Hammarskjölds torg 2, Malmö, Sweden.
Due to the continued spread of the coronavirus, precautionary measures will be implemented in connection with the EGM. The EGM will be held as short as possible and no food will be offered after the EGM. Shareholders, proxy holders and assistants showing any symptoms of infection, who have infected family members or who belong to a risk group should refrain from participating in the EGM. Shareholders are encouraged to carefully consider postal voting or to issue a power of attorney and voting instructions to a proxy. The company closely monitors developments on the coronavirus and may, when necessary, with short notice impose further precautionary measures. We encourage shareholders to stay updated via the company’s website www.hexpol.com.
- RIGHT TO PARTICIPATE IN THE EXTRAORDINARY GENERAL MEETING
Shareholders who wish to participate in the EGM must:
firstly, be registered in the share register maintained by Euroclear Sweden AB no later than 12 November 2020, and
secondly, notify the company of their intention to attend the EGM under the address HEXPOL AB (publ), “Extraordinary General Meeting”, c/o Euroclear Sweden, P.O. Box 191, SE-101 23 Stockholm, by phone +46 8 402 90 49 or at the website www.hexpol.com no later than 16 November 2020.
In connection with notification, shareholders must state their name, address, telephone number (daytime), personal or corporate identity number and information concerning their shareholding. For shareholders who will be represented by proxy at the EGM, the original version of a signed and dated power of attorney must be enclosed with the notification. A form for the power of attorney is available on the company’s website, www.hexpol.com and will be sent by mail on request to shareholders who state their address. For those representing a legal entity, a copy of the registration certificate or corresponding document showing the company’s signatories must also be submitted. In order to be entitled to participate in the EGM, shareholders whose shareholding is registered in the name of a trustee must, before 12 November 2020, re-register their shares in their own name at Euroclear Sweden AB. Thus, the trustee should be notified well in advance of the aforementioned date. Voting rights registration requested by a shareholder at such time that the registration has been completed by the trustee no later than 16 November 2020 will be taken into account in the preparation of the share register.
- POSTAL VOTING
The shareholders may exercise their voting rights at the general meeting by voting in advance, so called postal voting. HEXPOL encourages the shareholders to use this opportunity in order to minimize the number of participants attending the general meeting in person and thus reduce the spread of the corona virus. Shareholders who wish to exercise their voting right through postal voting shall, in addition to being included in the shareholders’ register and giving notification to participate in accordance with the above, use a special form. The form is available on HEXPOL's website www.hexpol.com. Completed and signed form for postal voting can be sent by mail to HEXPOL AB (publ), “Extraordinary General Meeting”, c/o Euroclear Sweden, P.O. Box 191, SE-101 23 Stockholm or by e-mail to GeneralMeetingServices@euroclear.eu. Completed forms must be received by Euroclear no later than 19 November 2020.
Shareholders who are natural persons may also cast their postal 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 19 November 2020.
If issued by a legal entity, the form must be signed by authorized representative(s) and be accompanied by a registration certificate or corresponding documents evidencing the authorized representative(s) of the shareholder. The same applies if the shareholder is voting by post via proxy. Further instructions and conditions can be found in the postal voting form.
- AGENDA OF THE EXTRAORDINARY GENERAL MEETING
Proposal for agenda
- Opening of the Meeting.
- 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.
- Resolution on dividend.
- Election of Chairman of the Board.
- Closing of the Meeting.
Election of Chairman of the Meeting (Item 2)
The Nomination Committee proposes that Georg Brunstam be elected Chairman of the EGM.
Resolution on dividend (Item 7)
Prior to the Annual General Meeting on 28 April 2020, the Board of Directors resolved to withdraw the dividend proposal for the financial year 2019 due to the uncertainty in global demand caused by the Covid-19 pandemic and, if the circumstances so permit, convene an Extraordinary General Meeting in the autumn 2020 for resolution on a dividend. The Annual General Meeting resolved in accordance with the proposal by the Board of Directors that no dividend be distributed to the shareholders. The impact of the Covid-19 pandemic can now be better overviewed and the Board of Directors has assessed that, due to the Group’s strong performance and liquidity, prerequisites for a dividend in accordance with the original proposal exist. Consequently, the Board of Directors proposes the EGM to resolve on a dividend of SEK 2.30 per share.
As record date for the dividend, the Board of Directors proposes 24 November 2020. If the General Meeting resolves on a dividend in accordance with the proposal, the dividend is expected to be distributed by Euroclear Sweden AB on 27 November 2020.
According to the most recently approved balance sheet as of 31 December 2019, the non-restricted equity of the company amounted to TSEK 4,838,706. The Annual General Meeting held on 28 April 2020 resolved that the amount at the disposal of the general meeting should be carried forward. Thus, the amount available under Chapter. 17, Section 3, first paragraph of the Swedish Companies Act amounts to TSEK 4,838,706. Provided that the EGM resolves in accordance with the Board of Directors’ proposal for dividend, TSEK 4,047,043 of the company’s non-restricted equity will remain.
Election of new Chairman of the Board (item 8)
The Chairman of the Board of HEXPOL, Georg Brunstam, was on 23 October 2020 appointed President and CEO for HEXPOL and will resign as board member and Chairman of the Board when he assumes his new role on 20 November 2020. For this reason, the Nomination Committee proposes election of Alf Göransson as Chairman of the Board for the period up until the end of the next Annual General Meeting. Alf Göransson has been a member of the Board of HEXPOL since 2007, is chairman of the board of Loomis AB, NCC AB, AxFast AB and member of the board of Attendo AB, Sweco AB, Melker Schörling AB and Sandberg Development Group.
If the general meeting resolves in accordance with the proposal by the Nomination Committee, the Board of Directors will consist of Alf Göransson (Chairman), Kerstin Lindell, Gun Nilsson, Malin Persson, Jan-Anders E. Månson and Märta Schörling Andreen.
In addition, the Nomination Committee proposes that the fee to the Chairman of SEK 900,000 and the committee fees that were resolved by the Annual General Meeting on 28 April 2020 shall continue to apply and, as applicable, be divided pro rata in relation to the date of the respective shareholders’ meetings’ election of Chairman of the Board.
- NUMBER OF SHARES AND VOTES IN THE COMPANY
The total number of shares in the company is 344,201,280, of which 14,765,620 shares
are of Series A and 329,435,660 shares of Series B. The total number of voting rights in the company is 477,091,860.
- AVAILABLE DOCUMENTATION
The proposal of the Board of Directors concerning Item 7, the Board’s motivated statement according to Chapter 18, Section 4 of the Swedish Companies Act, the report by the Board of Directors according to Chapter 18, Section 6 of the Swedish Companies Act, the auditor’s report thereon and the company’s Annual Report and the Auditor’s Report for the financial year 2019 will be available for the shareholders at the company’s office in Malmö no later than 30 October 2020. Copies of the documents will be sent to those shareholders who request to receive such information and who have provided their address. They will also be available on the company’s website www.hexpol.com and at the EGM.
- INFORMATION AT THE GENERAL MEETING
At the EGM, the Board and the Managing Director 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 affect the assessment of an item on the agenda.
- 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 October 2020
HEXPOL AB (publ)
Board of Directors
For more information, please contact:
Peter Rosén, Acting CEO & CFO
Tel: +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 2019 amounted to 15,508 MSEK. The HEXPOL Group has approximately 4,600 employees in fourteen countries. Further information is available at www.hexpol.com.