Notice to attend the Annual General Meeting in Hexatronic Group AB (publ)

Press release
April 3, 2024
Gothenburg, Sweden

Notice to attend the Annual General Meeting in Hexatronic Group AB (publ)

The shareholders in Hexatronic Group AB (publ), reg. no. 556168-6360 (the "Company” or "Hexatronic”), with its registered office in Gothenburg, are hereby invited to the Annual General Meeting on 7 May 2024 at 15.00 PM, at Elite Park Avenue Hotel, Kungsportsavenyen 36-38, SE-411 36, in Gothenburg.

Right to participate in the Annual General Meeting and notice of participation

Participation in the Annual General Meeting at the venue

A shareholder who wishes to participate in the Annual General Meeting at the venue in person or represented by a proxy must (i) be recorded as a shareholder in the share register maintained by Euroclear Sweden AB ("Euroclear”) relating to the circumstances on 26 April 2024, and (ii) no later than 30 April May 2024 give notice by post to Hexatronic Group AB (publ), AGM 2024, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm or via Euroclears website on https://anmalan.vpc.se/EuroclearProxy/ or by telephone +46 (0) 8 402 91 33 on weekdays between 09.00-16.00. When providing such notice, the shareholder shall state name, personal or corporate registration number, address, telephone number and the number of any accompanying assistant(s) (maximum two assistants) as well as information about any proxy.

If a shareholder is represented by proxy, a written, dated proxy for the representative must be issued. A proxy form is available on the Company’s website, www.hexatronicgroup.com. If the proxy is issued by a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. To facilitate the registration at the Annual General Meeting, the proxy and the certificate of registration or equivalent certificate of authority should be sent to Euroclear as set out above so that it is received no later than 6 May 2024.

Participation by advance voting

A shareholder who wishes to participate in the Annual General Meeting by advance voting must (i) be recorded as a shareholder in the share register maintained by Euroclear relating to the circumstances on 26 April 2024, and (ii) give notice no later than 30 April 2024, by casting its advance vote in accordance with the instructions below so that the advance vote is received by Euroclear no later than on that day.

A shareholder who wishes to participate in the Annual General Meeting at the venue in person or represented by a proxy must give notice thereof in accordance with what is set out under Participation in the Annual General Meeting at the venue above. This means that a notification by advance vote is not sufficient for a person who wishes to participate at the venue.

A special form shall be used when advance voting. The advance voting form is available on the Company’s website www.hexatronicgroup.com. A completed and signed form may be submitted by post to Hexatronic Group AB (publ), AGM 2024, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm or via e-mail to GeneralMeetingService@euroclear.com.

Shareholders may also cast their advance vote electronically through verification with BankID via https://anmalan.vpc.se/EuroclearProxy/. The completed form shall be received by Euroclear not later than 30 April 2024. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.

If a shareholder votes by proxy, a written and dated proxy shall be enclosed to the advance voting form. A proxy form is available on the Company’s website www.hexatronicgroup.com. If the shareholder is a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. If a shareholder has voted in advance and then attends the Annual General Meeting in person or through a proxy, the advance vote is still valid except to the extent the shareholder participates in a voting procedure at the Annual General Meeting or otherwise withdraws its casted advance vote. If the shareholder chooses to participate in a voting at the Annual General Meeting, the vote cast will replace the advance vote with regard to the relevant item on the agenda.

Nominee-registered shares

To be entitled to participate in the Annual General Meeting, a shareholder whose shares are held in the name of a nominee must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on 26 April 2024. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee’s procedures and in such time in advance as the nominee determines. Voting right registrations completed by the nominee not later than 30 April 2024 are taken into account when preparing the share register.

PROPOSED AGENDA

          1.     Opening of the Annual General Meeting.

          2.     Election of Chairman at the Annual General Meeting.

          3.     Preparation and approval of the voting list.

          4.     Approval of the agenda.

          5.     Election of one or two persons to approve the minutes.

          6.     Determination as to whether the meeting has been duly convened.

          7.     Submission of the annual report and the auditors’ report and the consolidated financial statements and the auditors’ report for the group. In connection thereto, a presentation by the Chief Executive Officer.

          8.     Resolution regarding adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet.

          9.     Resolution regarding allocation of the company’s profits or losses in accordance with the adopted balance sheet.

          10.     Resolution regarding discharge of the members of the Board of Directors and the CEO from liability.

          11.     Determination of the number of members of the Board of Directors, auditors and deputy auditors.

          12.     Determination of fees for members of the Board of Directors and auditor.

          13.     Election of members of the Board of Directors, auditor and deputy auditors.


          The Nomination Committee’s proposal for election of members of the Board of Directors:

          a)   Erik Selin (re-election)

          b)   Helena Holmgren (re-election)

          c)   Jaakko Kivinen (re-election)

          d)   Diego Anderson (new election)

          e)   Linda Hernström (new election)

          f)   Magnus Nicolin (new election)

          g)   Åsa Sundberg (new election)


                The Nomination Committee’s proposal for election of the chairman of the Board of Directors:

          h)   Magnus Nicolin (new election)


                The Nomination Committee’s proposal for election of auditor and deputy auditors:

          i)   Öhrlings PricewaterhouseCoopers AB

          14.     Determination on principles for the appointment of the Nomination Committee.

          15.     Submission and approval of the Board of Directors’ remuneration report.

          16.     Resolution to adopt a long-term performance-based share savings programme for the group’s senior executives and other key employees employed in Sweden (LTIP 2024).

          17.     Resolution to adopt a long-term incentive programme for the group’s employees outside of Sweden (Warrant programme 2024).

          18.     Resolution to authorise the Board of Directors to resolve on the acquisition and transfer of own shares.

          19.     Resolution to authorise the Board of Directors to resolve on new issues of shares, warrants and/or convertibles.

          20.     Resolution regarding guidelines for remuneration to senior executives.

          21.     Closing of the Annual General Meeting.

THE NOMINATION COMMITTEE’S PROPOSALS UNDER ITEMS 2, 11, 12, 13 AND 14

The Nomination Committee, whose members have been appointed in accordance with the principles adopted by the Annual General Meeting 2022 and which was resolved to be unchanged by the Annual General Meeting 2023, has consisted of Mark Shay (chairman, appointed by Accendo Capital SICAV RAIF), Staffan Ringvall (appointed by Handelsbanken fonder), Oscar Bergman (appointed by Swedbank Robur), Angelica Hansson (appointed by AMF Pension & Fonder) and Anders Persson (chairman of the Board of Directors) as adjunct member. The Nomination Committee represents around 28 per cent of the votes in the Company. The Nomination Committee has submitted the following proposals.

Item 2 – Election of Chairman at the Annual General Meeting

The Nomination Committee proposes that the chairman of the Board of Directors, Anders Persson, is appointed Chairman at the Annual General Meeting, or in his absent, a person appointed by the Nomination Committee.

Item 11 – Determination of the number of members of the Board of Directors, auditors and deputy auditors

The Nomination Committee proposes that the Board shall consist of seven (7) shareholder-elected members without deputies.

The Nomination Committee proposes that a registered accounting firm is to be appointed as auditor without deputy auditors.

Item 12 – Determination of fees to the Board of Directors and the auditor

Amount from previous year in () for comparison.

The Nomination Committee proposes that remuneration to the Board of Directors shall be paid with SEK 1,000,000 (750,000) to the Chairman of the Board of Directors and SEK 365,000 (350,000) to each of the other members of the Board of Directors.

Further, the Nomination Committee proposes that remuneration shall be paid with SEK 140,000 (125,000) to the Chairman of the Audit Committee and SEK 80,000 (75,000) to member of the Audit Committee.

The Nomination Committee has been informed that the Board intends to establish a remuneration committee. If the Board chooses to establish such a committee, the Nomination Committee's proposal for remuneration of the committee is: chairman of the remuneration committee SEK 80,000 and member SEK 40,000.

The Nomination Committee proposes that the fee to the auditor shall be paid in accordance with approved statement of costs.

Item 13 – Election of members of the Board of Directors, auditor and deputy auditors

The Nomination Committee proposes that Helena Holmgren, Jaakko Kivinen, and Erik Selin are re-elected as members of the Board of Directors.

The Nomination Committee proposes the election of new members Diego Anderson, Linda Hernström, Magnus Nicolin and Åsa Sundberg to the Board of Directors. All elections are for the period until the end of the next Annual General Meeting.

More detailed information about the members of the Board of Directors proposed for re-election and election can be found on the Company’s website.

The Nomination Committee proposes that Magnus Nicolin be elected as Chairman of the Board of Directors.

The Nomination Committee proposes that, for the period until the end of the next Annual General Meeting, the registered accounting firm Öhrlings PricewaterhouseCoopers AB ("PwC”) be re elected as auditor. In the event that PwC is re-elected, the Nomination Committee notes that PwC has informed that public accountant Johan Malmqvist will be appointed as auditor in charge. The Nomination Committee’s proposal corresponds to the Audit Committee’s recommendation.

Item 14 – Determination on principles for the appointment of the Nomination Committee

The Nomination Committee proposes that the Annual General Meeting resolves on the adoption of the following principles for the appointment of the members of the Nomination Committee.

The Nomination Committee shall consist of four members, and the Chairman of the Board shall be co-opted to the Nomination Committee. The members shall be appointed by the four largest shareholders in the company in terms of voting rights at the end of August, based on a list of registered shareholders provided by Euroclear Sweden AB and other reliable information received by the company. In the event that the Chairman of the Board of Directors is directly or indirectly one of the four largest shareholders, the Chairman of the Board of Directors shall refrain from nominating a member to the Nomination Committee.

If a shareholder refrains from appointing a member, the right to appoint a member is transferred to the next largest shareholder in terms of votes.

The chairman of the Nomination Committee shall be the largest shareholder in terms of votes at the time of the nomination committee's appointment, unless the nomination committee agrees otherwise, and may not be the Chairman of the Board of Directors or another member of the Board of Directors.

The Chairman of the Board of Directors shall convene the first meeting of the Nomination Committee.

The composition and contact details of the Nomination Committee shall be published on the company's website no later than six months before the annual general meeting.

The majority of the members shall be independent in relation to the company and its management. The CEO or any other person from the the company management shall not be a member of the Nomination Committee. At least one member shall be independent in relation to the largest shareholder or group of shareholders who cooperate in the management of the company.

No remuneration shall be paid to the members of the Nomination Committee. The company shall reimburse the reasonable costs that the members of the Nomination Committee may incur in the course of their work.

The term of office of the Nomination Committee shall last until a new Nomination Committee is appointed.

Proposed new wording for the 2024 Annual General Meeting:

If a shareholder who has appointed a member of the Nomination Committee ceases to be a shareholder or is ranked lower on the list of the largest shareholders in the company in terms of voting rights before the Nomination Committee's assignment has been completed, the member appointed by that shareholder shall make his or her seat available and the shareholder who at that time is the largest shareholder in terms of voting rights and is not already represented on the Nomination Committee shall be offered a seat. If this shareholder declines, the matter shall be passed on to the second largest shareholder in terms of votes who is not already represented in the nomination committee, etc.

If none of the ten largest shareholders in terms of votes accepts, the member who made his or her seat available shall be offered to remain in office. If the change in ownership is only marginal or if the change occurs later than three months before the annual general meeting, the nomination committee may decide that no change should take place.

Should any of the members of the Nomination Committee, before the Nomination Committee's assignment has been completed, resign for any other reason or cease to represent the shareholder who appointed the member, such member shall, if the shareholder who appointed the member so requests, be replaced by a new member appointed by the shareholder.

Changes in the composition of the Nomination Committee shall be published immediately.

THE BOARD OF DIRECTORS’ PROPOSALS UNDER ITEMS 9, 15, 16, 17, 18, 19, AND 20

Item 9 – Resolution regarding allocation of the company’s profits or losses in accordance with the adopted balance sheet

The Board of Directors proposes that no dividend is distributed and that the result is carried forward.

Item 15 – Submission and approval of the Board of Directors’ remuneration report

The Board of Directors proposes that the Annual General Meeting resolves to approve the Remuneration Report for the financial year 2023 that has been prepared by the Board of Directors.

Item 16 – Resolution to adopt a long-term performance-based share savings programme for the group’s senior executives and other key employees employed in Sweden (LTIP 2024)

The Board of Directors’ of Hexatronic Group AB (publ) (the "Company”) proposal that the Annual General Meeting resolves on (A) the adoption of a performance-based share savings programme ("LTIP 2024”) directed to the group’s (the "Hexatronic Group”) CEO and the management team, other senior executives and other key employees employed in Sweden, and (B) directed issue of convertible shares of series C, authorisation for the Board of Directors to resolve on repurchases of all issued redeemable and convertible shares of series C and approval of transfer of own ordinary shares to participants. The resolution items (A) and (B) are mutually conditioned by each other and are resolved upon as one resolution.

A.   Introduction of LTIP 2024
The Board of Directors of the Company proposes that the Annual General Meeting resolves to adopt a long-term incentive programme in the form of a performance-based share savings programme directed to the Hexatronic Group’s CEO and the management team, other senior executives and other key employees employed in Sweden ("Participants”). LTIP 2024 is proposed to include a maximum of forty-five (45) Participants. Participants in LTIP 2024 must have contributed a private investment through the acquisition of shares in the Company ("Saving Shares”). Subsequently, after a three-year vesting period commencing on the date of entering into an agreement to participate in LTIP 2024 (the "Vesting Period”), Participants will be given the opportunity to receive ordinary shares free of charge ("Performance Shares”), subject to the main terms and conditions set forth below. Within the LTIP 2024, the Company will award Participants conditional share rights ("Share Rights”), meaning the right, subject to certain conditions being met, to receive up to six (6) Performance Shares per Share Right free of charge.

Background

The Company’s Board of Directors is of the opinion that a performance-based share savings programme contributes to higher motivation and commitment among employees and strengthens the bonds between the employees and the Company. Furthermore, it is the Board’s assessment that LTIP 2024 will contribute to the opportunities to recruit and retain knowledgeable and experienced employees who hold key positions in the Hexatronic Group and are expected to increase employee interest in the business and earnings development in the Company. LTIP 2024 has been designed on the basis that it is desirable that the CEO and the management team, other senior executives and other key employees within the Hexatronic Group are shareholders in the Company and LTIP 2024 rewards the continued loyalty of employees and thereby the long-term value growth in the Company. All in all, it is the Board’s assessment that LTIP 2024 will benefit both the employees and the Company’s shareholders through an increased share value.

Private investment

In order to participate in LTIP 2024, the Participant must have contributed with a private investment through the acquisition of Saving Shares. The shares shall have been acquired at market prices during the period between 13 May 2024 and 31 May 2024 for the purpose of being allocated to LTIP 2024, unless the Board of Directors allows exceptions in the individual case regarding shares previously acquired. The Board of Directors also has the right to thereafter, for individual additional Participants (new employees or promoted), postpone the last day for the acquisition of Savings Shares (see more below under "Additional participants”).

The maximum number of Saving Shares that a Participant can allocate to LTIP 2024 amounts to a rounded number of shares corresponding to a maximum of ten (10) per cent of the Participant’s annual gross basic salary calculated on the basis of the 2024 salary level and depending on the position in the Hexatronic Group. The minimum number of Saving Shares that a Participant must acquire to participate in LTIP 2024 shall correspond to a market value of at least five (5) per cent of the annual gross basic salary. For each Saving Share held within the LTIP 2024, the Company will grant Participants a Share Right, meaning the right, subject to certain conditions being met, to receive up to two, four or six Performance Shares per Share Right free of charge, depending on the position in the Hexatronic Group.

Terms and conditions

In addition to the requirement that the Participant’s employment and holding of Saving Shares shall continue throughout the Vesting Period, certain performance-based conditions linked to diluted earnings per share, Hexatronic Group growth, EBITA and certain sustainability targets are imposed for the allotment of Performance Shares to the Participants.

The Participants are divided into three categories and LTIP 2024 will involve the allocation of the maximum number of Performance Shares per Saving Share as follows:

Position	Maximum number of Performance Shares per Saving Share
CEO and the management team (a total of approximately 10 persons)	6
Other senior executives (a total of approximately 25 persons)	4
Other key employees (a total of approximately 10 persons)	2

Allotment, free of charge, of Performance Shares is, in addition to what is stated in the paragraph above, conditional on the achievement of the performance targets set by the Board of Directors. For maximum allotment of Performance Shares, it is required that the targets set by the Board of Directors are achieved or exceeded. The performance targets refer to (i) diluted earnings per share for the respective financial year 2024-2026 (the "Share Target”), (ii) net sales growth for the respective financial year 2024-2026 (the "Growth Target”), (iii) EBITA for the respective financial year 2024-2026 (the "EBITA Target”), and (iv) certain sustainability targets (the "Sustainability Target”) (collectively, the "Performance Targets”), whereby the Share Target shall be weighted by forty (40) per cent, the Growth Target and EBITA Target shall be weighted by twenty-five (25) per cent each, and the Sustainability Target shall be weighted by ten (10) per cent.

If the minimum level is not reached, no Performance Shares related to the current Performance Target for the financial year will be vested and if the upper target level is reached, all Performance Shares arising from the current Performance Target for the financial year will be earned. In the event of an outcome between the minimum level and the upper target level, the earnings of the Performance Shares arising from the current Performance Target for the financial year will be made linearly. The final number of Performance Shares earned by each Participant shall be rounded down to the nearest whole number.

For the purpose of giving the Board of Directors the possibility to limit the costs incurred by the Company under LTIP 2024, it is proposed that the Board of Directors upon allotment of Performance Shares shall be entitled to adjust the number of Performance Shares that each individual Participant otherwise would be entitled to.

Such adjustment of the number of Performance Shares can be made in accordance with the below.

"Starting Price” = The actual closing price of the Company’s ordinary shares on Nasdaq Stockholm on 31 May 2024 (the last day during the investment period for LTIP 2024)

"Limit Price” = 4 * Starting Price

"Final Price” = The actual closing price of the Company’s ordinary shares on Nasdaq Stockholm the trading that occurs immediately before the resolution of allotment of Performance Shares

"Entitled Performance Shares” = The number of Performance Shares that a Participant would be entitled to without adjustment

The new number of Performance Shares shall be no more than the Entitled Performance Shares and not less than the Limit Price / Final Price * Entitled Performance Shares.

If a reduction in accordance with the formula above results in an uneven number of Performance Shares for a Participant, a rounding down shall be made.

The Share Target

The Share Target relates to the development of the Company’s diluted earnings per share during the period from the date of the Annual General Meeting 2024 up to and including 31 December 2026. For each financial year, a minimum level and a maximum level of earnings per share have been set for the allotment of Performance Shares. In the event of an outcome between the minimum level and the upper target level, earnings of the Performance Shares arising from the current Performance Target for the financial year will be made linearly in the range of SEK 2.50–3.50 earnings per share (financial year 2024), SEK 3.50–4.50 earnings per share (financial year 2025), SEK 4.50–5.50 earnings per share (financial year 2026).

The Growth Target

The Growth Target for each financial year has been set by the Board of Directors as a percentage measure of increased sales per financial year during LTIP 2024 compared to the Company’s established net sales for the financial year 2023. For each target, a minimum level and an upper target level have been set corresponding to zero (0) per cent and ten (10) per cent, respectively, for 2024, ten (10) per cent and twenty (20) per cent, respectively, for 2025, and ten (10) per cent and twenty (20) per cent, respectively, for 2026.

The EBITA Target

The EBITA Target for each financial year has been set by the Board of Directors as a percentage measure of increased EBITA per financial year during LTIP 2024 compared to the Company’s established EBITA for the financial year 2023. For each target, a weighted minimum level has been set for each financial year, which for the financial years 2024 corresponds to ten (10) per cent and a weighted upper target level of sixteen (16) per cent, respectively, and which for the financial years 2025 and 2026 corresponds to twelve (12.0) per cent and a weighted upper target level of eighteen (18.0) per cent, respectively.

The Sustainability Target

The Sustainability Target for each financial year has been set by the Board of Directors as percentage measure of (i) reduced Scope 1 and Scope 2 emissions compared to the financial year 2022, and (ii) the share of purchased volume from sustainability approved suppliers. For each target, a minimum level and an upper target level has been set for each financial year. Regarding (i) above, for the financial year 2024 the minimum level has been set to nine (9) per cent and the upper target level to eleven (11) per cent, for the financial year 2025 the minimum level has been set to fourteen (14) per cent and the upper target level to sixteen (16) per cent, and for the financial year 2026 the minimum level has been set to nineteen (19) per cent and the upper target level to twenty-one (21) per cent. Regarding (ii) above, for the financial year 2024 the minimum level has been set to forty-five (45) per cent and the upper target level to fifty (50) per cent, for the financial year 2025 the minimum level has been set to fifty (50) per cent and the upper target level to sixty (60) per cent, and for the financial year 2026 the minimum level has been set to sixty (60) per cent and the upper target level to seventy (70) per cent.

Terms and conditions of the Share Rights

In addition to what is stated above, the following conditions shall apply to the Share Rights under LTIP 2024:

(a)   The Participant must acquire the Saving Shares prior to the beginning of the Vesting Period or, in the case of subsequent additional Participants, at the time determined by the Company’s Remuneration Committee.

(b)   The Share Rights are vested during the Vesting Period or, in the case of subsequent additional Participants, proportionately, rounded down, calculated linearly on a full-year basis depending on when the additional Participant joins LTIP 2024.

(c)   The Share Rights cannot be transferred or pledged.

(d)   Each Share Right entitles the Participant, under certain conditions, to receive up to six (6) Performance Shares free of charge, depending on the position within the Hexatronic Group (see more on this above under "Terms and Conditions”), after the end of the Vesting Period, provided that, subject to certain exceptions, the Participant has been employed in the Hexatronic Group during the Vesting Period and retains his or her original Saving Shares in the Company.

Additional participants

In the event that a Participant, following a resolution by the Company’s Remuneration Committee, is added after 31 May 2024, when calculating the maximum number of Saving Shares that the Participant may acquire, the Participant’s annual gross basic salary at the current time and a share price corresponding to the average of the average volume-weighted purchase price of the Company’s share on Nasdaq Stockholm during a period of ten trading days after the announcement of the quarterly report for the Company that is published immediately before the decision to allow the additional Participant to participate, rounded to the nearest SEK 0.10.

For Saving Shares held by additional Participants within the LTIP 2024, the Company will award Share Rights proportionately, rounded down, calculated linearly on a full-year basis depending on when the additional Participant joins LTIP 2024. Additional Participants will be allotted Performance Shares no earlier than three (3) years after the Participant entered into an agreement to join LTIP 2024.

Allotment of Performance Shares

In order to be able to complete LTIP 2024 in a cost-effective and flexible manner, the Board of Directors proposes that the Annual General Meeting resolves, in accordance with item B below, that the Company’s commitments for delivery of and costs attributable to Performance Shares are primarily secured through a directed issue of a maximum of 1,343,596 shares of series C to Danske Bank A/S, Danske Bank filial Sverige (the "Bank”), of which a maximum of 321,228 shares of series C may be issued to cover any social security contributions, with subsequent repurchases and conversion into ordinary shares and decisions on the transfer of own ordinary shares to the CEO and the management team, other senior executives and other key employees within the Hexatronic Group.

The Board of Directors proposes that the Annual General Meeting resolves that a maximum of 1,022,368 ordinary shares may be transferred to Participants in accordance with LTIP 2024 and that a maximum of 321,228 ordinary shares may be transferred on the market to secure social security contributions in connection with LTIP 2024 ("Hedging Shares”).

Costs for LTIP 2024

Costs for LTIP 2024 are calculated in accordance with IFRS2 and are reported over the income statement.

The cost is reported linearly over the Vesting Period.

Based on the assumptions that LTIP 2024 will be fully subscribed by forty-five (45) Participants, that all of these invest the maximum amount allowed in Saving Shares in LTIP 2024, that the share price amounts to SEK twenty-five (25) at the time of investment, and that all Saving Shares remain at LTIP 2024’s end, this means a total cost for LTIP 2024 of approximately SEK 39.4 million, provided that the Performance Targets are fully achieved.

The above amount also includes social security contributions, which are currently payable at a nominal rate of 31.42 per cent. With an assumed share price at LTIP 2024’s end of SEK seventy-five (75) and otherwise with conditions as above, the social security contributions are estimated to amount to approximately SEK 19.1 million (including tax related effects), provided that the Performance Targets are fully achieved.

If the Performance Targets are achieved so that half of the Performance Shares are allocated to the Participants, the corresponding total cost is estimated to amount to SEK 16.5 million. LTIP 2024 has no limit on maximum profit for Participants and therefore no maximum cost of social security contributions can be calculated. However, the Board of Directors has the possibility to limit the costs incurred by the Company under LTIP 2024, through the right to adjust the number of Performance Shares that each individual Participant otherwise would be entitled to upon allotment of Performance Shares, as set forth above.

Effects on key performance indicators and dilution

LTIP 2024 is expected to comprise a maximum of 1,022,368 Performance Shares and 321,228 Hedging Shares for social security contributions, excluding the Saving Shares, corresponding to approximately 0.66 per cent of the Company’s total number of outstanding shares after full exercise of ongoing and now resolved incentive programmes.

Outstanding rights to shares under previous long-term incentive programmes and the proposed long-term incentive programme amount to approximately 2.91 per cent of the Company’s total number of outstanding shares upon full exercise.

Ongoing incentive programmes including LTIP 2024 are expected to have only marginal impact on significant key performance indicators.

Additional ongoing share-based incentive programmes

For a description of the Company’s ongoing long-term incentive programmes, please refer to the Annual Report for the financial year 2023 which will be available on the Company’s website, https://group.hexatronic.com/.

Preparation of the proposal

LTIP 2024 has been prepared by the Board of Directors in consultation with the Remuneration Committee and external advisers.

The Board of Directors or a special committee set up by the Board of Directors shall be responsible for the detailed design and management of the terms and conditions for LTIP 2024, in accordance with the above-mentioned terms and conditions including provisions on recalculation in the event of an in-between bonus issue, share split, rights issue and/or other similar events. In connection therewith, the Board of Directors shall have the right to make adjustments to meet specific market conditions. The Board of Directors shall also have the right to make other adjustments if there are significant changes in the Hexatronic Group or its operating environment that would result in the adopted terms and conditions for LTIP 2024 no longer fulfilling its purposes.

B.   Directed issue of convertible shares of series C, authorisation for the Board of Directors to resolve on the repurchase of all issued redeemable and convertible shares of series C, and transfer of own ordinary shares to Participants in accordance with LTIP 2024
In order to be able to carry out LTIP 2024 in a cost-effective and flexible manner, the Board of Directors proposes that the Company’s commitments for delivery of and costs attributable to Performance Shares be secured primarily through a directed issue of convertible shares of series C, with subsequent repurchases and conversion into ordinary shares and resolution on the transfer of own ordinary shares to Participants.

The reasons for the deviation from the shareholders’ preferential rights in the proposed new issue of shares of series C and the purpose of the proposed repurchase authorisation are to ensure delivery of shares to the Participants in accordance with LTIP 2024 and to cover any social security contributions due to LTIP 2024.The Board of Directors proposes that the Annual General Meeting instructs the Board of Directors to implement the resolution above and to ensure that the Board of Directors transfers the Performance Shares in accordance with what is stated above. The Board further proposes that the Annual General Meeting instructs the Board, or whomever the Board appoints, to make such minor adjustments in the abovementioned proposed resolutions that may prove necessary in connection with registration with the Swedish Companies Registration Office.

Item 17 – Resolution to adopt a long-term incentive programme for the Hexatronic Group’s employees outside of Sweden (Warrant programme 2024)

The Board of Directors’ of Hexatronic Group AB (publ) (the "Company”) proposal that the Annual General Meeting resolves on (A) the adoption of a long-term incentive programme (Warrant Programme 2024) directed to the group’s (the "Hexatronic Group”) employees outside of Sweden, and (B) a directed issue of warrants (Series 2024/2027) to the wholly owned subsidiary Proximion AB ("Proximion”) and approval of the transfer of these warrants to participants. The resolution items (A) and (B) are mutually conditioned by each other and are resolved upon as one resolution.

A. Introduction of Warrant Programme 2024

The Board of Directors of the Company proposes that the Annual General Meeting resolves to adopt a long-term incentive programme directed to the Hexatronic Group’s senior executives and certain key employees employed outside of Sweden in accordance with the main terms and conditions set out below.

Background

The Company’s Board of Directors is of the opinion that the Warrant Programme 2024 will contribute to higher motivation and commitment among employees and strengthen the bonds between the employees and the Company.

Furthermore, it is the Board’s assessment that the Warrant Programme 2024 will contribute to the opportunities to recruit and retain knowledgeable and experienced employees and is expected to increase employee interest in the business and earnings development in the Company. All in all, it is the Board’s assessment that the Warrant Programme 2024 will be beneficial for both the employees and for the Company’s shareholders through an increased share value.

Warrant Programme 2024

The Board of Directors proposes that the Annual General Meeting resolves on a directed share issue of a maximum of 442,500 warrants (hereinafter referred to as "Warrants”) and the subsequent transfer of a total of not more than 442,500 Warrants. The right to subscribe for Warrants shall only vest with Proximion, with the right and obligation for Proximion to manage the Warrants in accordance with the terms of the Warrant Programme 2024 and transfer the Warrants to participants free of charge. Each Warrant entitles the holder to subscribe for one ordinary share in the Company. The Warrants shall be issued free of charge to Proximion.

Participants in the Warrant Programme 2024 shall, upon receipt of the offer, but no later than 31 May 2024, notify Proximion of the number of Warrants that the participant wishes to receive. In the event that a participant’s employment ends during the term of the Warrants, the Warrants shall be returned without consideration or other remuneration.

Subscription of ordinary shares shall be possible during the period from and including 13 May 2027 up to and including 13 June 2027. The subscription price for ordinary shares subscribed for pursuant to the Warrants shall be set at 135 per cent of the volume-weighted average share price of the Hexatronic share during the measurement period from and including 8 May 2024 up to and including 19 May 2024. The subscription price shall be paid in cash or by set-off. The Company shall have the right, but not the obligation, at the request of participants who are unable to pay subscription proceeds in cash, to acquire at market price such number of Warrants as enable the participant to exercise the remaining Warrants to subscribe for ordinary shares, whereby the subscription proceeds are paid by offsetting against the receivable on divested Warrants.

The exercise price, as set out above, shall be rounded to the nearest SEK 0.10, whereby SEK 0.05 shall be rounded downwards. The exercise price and the number of shares that each Warrant entitles to subscription for shall be recalculated in the event of a split, consolidation, new share issue etc. in accordance with market practice.

Allocation of Warrants

The Warrant Programme 2024 shall comprise approximately 33 senior executives, and approximately 80 key employees, employed mainly in England, Belgium, Norway, Denmark, Finland, USA, Canada, Germany, Estonia, Latvia, Lithuania, Italy, Australia, South Korea, the Netherlands, New Zealand and Austria and in total relate to a maximum of 442,500 Warrants. The maximum number of Warrants per participant in the Warrant Programme 2024 is shown in the table below.

Category	Maximum number of Warrants per person	Maximum number of Warrants per category
Senior executives	approximately 9 000	approximately 196 500
Remaining key employees	approximately 3 000	approximately 246 000

In the event of changes in positions and employments, remaining Warrants in one category may be used in another category. The Board of Directors may decide that such Warrants that are not allotted in accordance with the above shall later be allocated to any new employees within the Hexatronic Group.

Effects on key performance indicators and costs

The Warrants are issued free of charge to the participants and may incur social security contributions and costs in accordance with the accounting rules in IFRS2. The Board of Directors estimates that these costs will be limited.

Since the Company’s costs for the Warrant Programme 2024 will be relatively limited, the Board of Directors has decided not to propose to the Annual General Meeting to decide on measures to cover these.

Ongoing incentive programmes including Warrant Programme 2024 are expected to have only marginal impact on significant key performance indicators.

Dilution

Based on the existing number of ordinary shares in the Company, the Warrant Programme 2024, upon full exercise of all 442,500 Warrants, entails a dilution corresponding to approximately 0,22 per cent of the capital and votes related to ordinary shares. If all outstanding incentive programmes in the Company are included in the calculation, the corresponding maximum dilution, at the time of the Annual General Meeting, amounts to approximately 2,91 per cent of the capital and the number of votes related to ordinary shares.

Additional ongoing share-based incentive programmes

For a description of the Company’s ongoing long-term incentive programmes, please refer to the Annual Report for the financial year 2023 which will be available on the Company’s website, https://group.hexatronic.com.

Preparation of the proposal

The Warrant Programme 2024 has been prepared by the Board of Directors in consultation with company management and external advisors.

The Board of Directors or a special committee set up by the Board of Directors shall be responsible for the detailed design and management of the terms and conditions for the Warrant Programme 2024, in accordance with the above-mentioned terms and conditions including provisions on recalculation in the event of an in-between bonus issue, share split, rights issue and/or other similar events. In connection therewith, the Board of Directors shall have the right to make adjustments to meet specific market conditions. The Board of Directors shall also have the right to make other adjustments if there are significant changes in the Hexatronic Group or its operating environment that would result in the decided terms of the Warrant Programme 2024 no longer fulfilling its purposes.

B. Directed issue of warrants, Series 2024/2027, to the wholly owned subsidiary Proximion, and approval of the transfer of these to participants under the Warrant Programme 2024

The Board of Directors proposes that the Annual General Meeting resolves to issue not more than 442,500 Warrants, as a result of which the Company’s share capital may increase by a maximum of SEK 4,425. The following conditions shall apply.

1. The right to subscribe for Warrants shall, with deviation from the shareholders’ preferential rights, vest with Proximion, which shall then transfer the Warrants to the appropriate participants in the Warrant Programme 2024. Each Warrant entitles the holder to subscribe for one share. The Warrants shall be issued free of charge to Proximion.
2. Each warrant entitles the holder to subscribe for one new ordinary share in Hexatronic Group AB (publ) during the period from and including 13 May 2027 up to and including 13 June 2027 at a subscription price of 135 per cent of the volume-weighted average share price of the Hexatronic share during the measurement period from and including 8 May 2024 up to and including 19 May 2024. The Board of Directors has the right to extend the subscription period, but no more than six months. The exercise price and the number of shares that each Warrant entitles to subscription of shall be recalculated in the event of a split, reverse share split, new issue of shares, etc. in accordance with market practice. The amount that, in the case of share subscription, exceeds the quota value shall be transferred to the free premium fund.
3. Subscription of Warrants must be made on the subscription list no later than 31 May 2024. However, the Board of Directors shall have the right to extend the subscription period.
4. The Warrants are issued free of charge to Proximion.
5. New shares pursuant to subscription entitle to dividends for the first time on the record date for dividends that occurs immediately after subscription has been effected.
6. The warrants shall in all other respects be governed by the terms and conditions set forth in Appendix A.

The Board of Directors also proposes that the Annual General Meeting resolves to approve that Proximion, in accordance with the incentive programme, may transfer Warrants to participants in the Warrant Programme 2024 and manage Warrants in accordance with the Warrant Programme 2024. Proximion shall have the right to retain such Warrants that are not allotted in accordance with the above for later allotment to additional employees within the Hexatronic Group as decided by the Company’s Board of Directors.

It is further proposed that the Board of Directors, or whomever they appoint, should be authorised to undertake such minor adjustments in the resolution that may be required for the registration with the Swedish Companies Registration Office.

Oversubscription cannot be made.

The rationale for the deviation from the shareholders’ preferential rights is to implement incentive programmes for employees outside of Sweden in the Hexatronic Group.

The Board of Directors proposes that the Annual General Meeting instructs the Board of Directors to implement the resolutions above and to ensure that the Board of Directors in Proximion transfers the Warrants in accordance with what is stated above.

The Board further proposes that the Annual General Meeting instructs the Board, or whomever the Board appoints, to make such minor adjustments in the abovementioned proposed resolutions that may prove necessary in connection with registration with the Swedish Companies Registration Office.

Item 18 – Resolution to authorise the Board of Directors to resolve on the acquisition and transfer of own shares

The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors, for the period until the end of the next Annual General Meeting, on one or several occasions, to resolve to acquire the Company’s own ordinary shares. The Board of Directors further proposes that the Annual General Meeting resolves to authorise the Board of Directors, for the period until the end of the next Annual General Meeting, on one or several occasions, to resolve to transfer the own ordinary shares held by the Company at the time of the Board of Directors’ resolution on transfer. The following conditions shall apply.

Ordinary shares may be acquired to the extent that the Company’s holding of its own shares, on any occasion, does not exceed ten (10) per cent of the Company’s total outstanding shares (regardless of share class).

The ordinary shares may be acquired through an offer directed to all shareholders or through trading on Nasdaq Stockholm. Upon acquisition of own ordinary shares through trading on Nasdaq Stockholm the price shall correspond to the price interval on Nasdaq Stockholm registered at any given time, by which is meant the interval between the highest purchase price and the lowest sale price in the Company’s ordinary shares. Acquisition offers directed to all shareholders may only be made for consideration in cash and shall be made at a price corresponding to the registered price interval at any given time with a maximum deviation of 30 per cent upwards.

The purpose of the proposed authorisation is to give the Board of Directors the opportunity to adapt the Company’s capital structure to its capital needs and thereby, among other things, be able to use the repurchased ordinary shares as a means of payment for the acquisition of companies.

Transfer of own ordinary shares may be made through transfer on Nasdaq Stockholm at a price within the price interval on Nasdaq Stockholm registered at any given time, which means the interval between the highest purchase price and the lowest sale price in the Company’s ordinary shares. Transfer of ordinary shares acquired in accordance with the above may also take place outside Nasdaq Stockholm, with or without deviation from the shareholders’ preferential rights and with or without provisions on non-cash consideration or right of set-off. Transfer of own ordinary shares may, for example, be used as a means of payment in connection with company acquisitions on terms in accordance with the Swedish Companies Act’s rules on new issues. Such transfer may be made at a price in cash, or value of property obtained, which, in the case of a business acquisition, corresponds to the stock exchange price in the Company’s ordinary shares at the time of the transfer.

If the exercise of the authorisation regarding the acquisition and transfer of own ordinary shares is combined with the exercise of the authorisation regarding the new issue of shares, warrants and/or convertibles, item 19 on the agenda, for the purpose of financing all or part of the purchase price in the event of one and the same business acquisition or one and the same investment in connection with the conclusion of a new contract or the start-up of a new business area, the number of ordinary shares transferred and financial instruments issued during the period until the end of the next Annual General Meeting, together may not exceed one tenth of all outstanding shares in the Company at the time of the resolution authorizing a new issue.

The possibility of deviation from the shareholders’ preferential rights when transferring own ordinary shares is justified by the fact that transfer of ordinary shares on Nasdaq Stockholm or otherwise with deviation from preferential rights for shareholders can take place with greater speed, flexibility and is more cost-effective than transfer to all shareholders. If the Company’s own ordinary shares are transferred for consideration in a form other than cash in connection with agreements on the acquisition of assets, the Company cannot give shareholders the opportunity to exercise any preferential rights.

The Board of Directors, or any person appointed by the Board of Directors, shall have the right to make any adjustments or amendments of the above resolution which may be required in connection with the registration of such resolution and to take any other measure deemed necessary for the execution of the resolution.

Item 19 – Resolution to authorise the Board of Directors to resolve on new issues of shares, warrants and/or convertibles

The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors, for the period until the end of the next Annual General Meeting, on one or several occasions and with or without deviation from the shareholders’ preferential rights, to resolve on new share issues, warrants and/or convertibles corresponding to not more than ten (10) per cent of the registered share capital in the Company at the time of the issue resolution.

The authorisation may be utilised for new issues, which may be made with provisions regarding contribution in cash, in kind or through set-off. In order to enable delivery of shares in connection with a cash issue as described above, this may, if the Board of Directors deems it appropriate, be made at a subscription price corresponding to the quota value of the shares, whereby the issue is directed to an issuing agency acting as a settlement bank for investors.

Deviation from the shareholders’ preferential rights shall only be possible in connection with company acquisitions. If the Board of Directors resolves on an issue with deviation from the shareholders’ preferential rights, the rationale shall be that the Company quickly needs access to capital in the event of a company acquisition or alternatively need to pay with the Company’s shares, warrants and/or convertibles.

If the exercise of the authorisation regarding a new share issue is combined with the exercise of the authorisation regarding the acquisition and transfer of own ordinary shares, item 18 on the agenda, in order to finance all or part of the purchase price in one and the same company acquisition, the number of shares transferred and issued during the period until the end of the next Annual General Meeting, together may not exceed one tenth of all shares in the Company at the time of the resolution to authorise a new share issue.

Item 20 – Resolution regarding guidelines for remuneration to senior executives

The Board of Directors proposes that the Annual General Meeting resolves on the adoption of the following guidelines for remuneration to senior executives.

Scope

These guidelines encompass the Executive Management of Hexatronic Group AB (publ) (‘Hexatronic’) and the company’s Board Members to the extent that remuneration, other than that decided at the AGM, is paid to Board Members. Executive Management refers to the CEO, Deputy CEO, CFO and other members of the Executive Management. Other members of the Executive Management refer to people who are part of the management team and managers who are directly subordinate to the CEO. The managers who are directly subordinated to the CEO may change over time. Currently the Deputy CEO, CFO, Logistics Director, Business Development Director, Digital Marketing Officer and some of the Presidents of Hexatronic’s subsidiaries are directly subordinated to the CEO.

The guidelines are prospective and shall be applied to remuneration that is agreed, and to changes made to already agreed remuneration, after the guidelines are adopted by the 2024 AGM. The guidelines do not cover remuneration decided by the general meeting of shareholders.

As regards employment conditions that comply with rules that are not Swedish, appropriate adaptations may be made to follow mandatory such rules or set local practices, whereby the overall objectives of these guidelines are met as far as possible.

Promoting the company’s business strategy, long-term interests and sustainability

The company strives for greater global presence, where Hexatronic’s products and solutions are connected in more and more systems. The company’s business concept is with smart, reliable product and system solutions for passive fiber infrastructure to accelerate the digital transformation for the benefit of businesses, individuals and society at large.

Successful and sustainable implementation of the company’s business strategy in the long run requires the company to be able to recruit and retain qualified employees. For this the company must be able to offer competitive remuneration. These guidelines make it possible to offer senior executives a competitive total remuneration package.

Variable cash payments covered by these guidelines should also aim to promote the company’s business strategy and long-term interests, including its sustainability.

Remuneration to senior executives

Forms of remuneration etc.

Hexatronic shall offer total compensation at market rates to facilitate the recruitment and retention of qualified senior executives. Remuneration from Hexatronic should be based on the principles of performance, competitiveness and fairness. Remuneration to senior executives shall comprise fixed remuneration, variable remuneration, share and share price-based incentive programmes, pension and other benefits. Variations in the remuneration principles are permitted where they are justified by local conditions.

Fixed remuneration shall take into account the individual’s experience and areas of responsibility. Fixed salaries shall be reviewed annually. Variable remuneration may be up to 50% of the annual fixed salary for members of the Executive Management. Variable cash payments covered by these guidelines should aim to promote the company’s business strategy and long-term interests, including its sustainability, by having a clear link to the business strategy or promoting the senior executive’s long-term development, for example.

It must be possible to measure whether or not the criteria for variable cash payments have been met over a period of one year. Variable remuneration shall be linked to pre-determined, quantifiable criteria, established with the aim of promoting the company’s long-term value creation. When the measurement period for meeting the criteria for variable cash payments has ended, it must be judged/established to what extent the criteria have been met. The Remuneration Committee is responsible for the assessment regarding variable cash payment to the CEO. As regards variable cash payments to other senior executives, the CEO is responsible for the assessment. Financial goals shall be assessed based on the latest financial information published by the company.

Pension

For the CEO and other senior executives, pension benefits shall be based on how much is paid in, i.e. the pensions are defined contribution plans.

The pension contributions for the CEO and the Deputy CEO’s defined contribution pension can be up to 30% of the pensionable salary. The retirement age for other senior executives varies between 60 and 67 years and the pension contribution can be up to 30% of the pensionable salary. Variable cash payments shall not be pensionable.

Other benefits may include life assurance, health insurance and car benefits, for example. Such benefits shall not account for a material portion of the total remuneration.

Cash payment

Additional cash payments may be made in extraordinary circumstances, provided that such extraordinary arrangements are limited in time and are only made at an individual level, either with the aim of recruiting or retaining senior executives, or as remuneration for extraordinary work efforts beyond the person’s regular work duties. Such remuneration shall be professionally motivated, proportionate to the individual’s fixed salary and shall not be paid more than once a year per individual. Decisions about such remuneration shall be made by the Board on the proposal of the Remuneration Committee.

In addition the AGM can, if agreed, offer long-term incentive programmes, such as share or share price-related remuneration or incentive programmes. Such long-term incentive programmes are agreed by the general meeting of shareholders and are therefore not covered by these guidelines.

Criteria for paying variable remuneration etc.

Variable remuneration shall be linked to pre-determined, quantifiable criteria that may be financial or non-financial. It must be possible to measure whether or not the criteria for short-term variable remuneration have been met over a period of one year. The criteria may also comprise individually adapted quantitative or qualitative goals. The criteria for both shortterm and long-term variable remuneration shall be structured so that they promote the company’s business strategy and long-term interests, including its sustainability, by having a clear link to the business strategy or promoting the senior executive’s long-term development, for example.

When the measurement period for meeting the criteria for variable remuneration has ended, it must be established to what extent the criteria have been met. The Remuneration Committee is responsible for carrying out this assessment. As regards financial goals, the assessment shall be based on the latest financial information published by the company.

By law or in accordance with agreements and subject to the resulting limitations, the Board shall be able to wholly or partially reclaim variable remuneration paid out on false grounds.

Remuneration to Board Members

Remuneration to Board Members for their work on Hexatronic’s Board of Directors is determined by the general meeting of shareholders. Board Members are only entitled to receive such fees as agreed by the general meeting of shareholders. Additional remuneration may, however, be paid for services carried out by Board Members for Hexatronic within their respective areas of expertise, provided that said service is outside of what is considered to be the normal assignment for Board Members. Such remuneration shall be at market rates and settled in a consultancy agreement approved by the Board.

Terms of employment

Salary and terms of employment for employees

When drafting the Board’s proposal for these remuneration guidelines, the salary and terms of employment for the company’s employees were taken into account by using information about employees’ total remuneration, components of the remuneration, increases in remuneration and the rate of increase over time as part of the basis for the Remuneration Committee and Board’s decision when evaluating the fairness of the guidelines and the resulting limitations.

Termination of employment

A notice period of six (6) months shall apply if the CEO resigns. No severance pay shall be forthcoming.

If employment is terminated by the company, the notice period for the CEO may be up to twelve (12) months. Severance pay is only paid from the CEO’s 50th birthday and then amounts to one month’s salary for each year over 50 when the CEO is given notice. For example, if the CEO is given notice at the age of 51, the severance pay will amount to one (1) month’s salary, and at the age of 52 it amounts to two (2) months’ salary, etc. No deductions are made from severance pay for other income.

There is a mutual period of notice of a minimum of three (3) and a maximum of twelve (12) months between the company and other senior executives. No severance pay shall be forthcoming.

Furthermore, remuneration for restraint-of-trade obligations will be paid to the CEO and other senior executives alike when employment is terminated with the aim of compensating for any loss of income.

For the CEO, such remuneration is only paid to the extent that they are not entitled to severance pay.

The remuneration shall be the difference between the fixed cash salary at the time of termination and any lower income earned in the new business, but up to 60% of the fixed cash salary. Remuneration shall be paid for the time the restraint-of-trade obligation applies, which shall be up to 6 months after termination of employment.

Decision-making process, changes and deviations etc.

The decision-making process for establishing, reviewing and implementing the guidelines The entire Board constitutes the Remuneration Committee. The Committee’s duties include drafting the Board’s decisions on proposed guidelines for remuneration to senior executives. The Board shall draw up proposals for new guidelines at least every four years and present the proposal at the AGM for a decision. The guidelines shall apply until new guidelines have been adopted by the general meeting of shareholders. The Remuneration Committee shall also monitor and evaluate programmes for variable remuneration for the Executive Management, the application of the guidelines for remuneration to senior executives, as well as applicable remuneration structures and remuneration levels in the company. The members of the Remuneration Committee are independent of the company and Executive Management. When the Board deals with and decides on remuneration related issues, the CEO or other members of the company management are not present to the extent that they are affected by the issues.

Deviating from the guidelines

The Board may temporarily deviate from the guidelines, wholly or partially, in individual cases, if there are special reasons for doing so and a deviation is necessary in order to satisfy the company’s long-term interests, including its sustainability, or to safeguard the company’s financial strength. As stated above, the Remuneration Committee’s duties include drafting the Board’s decisions on remuneration issues, which includes decisions on deviating from the guidelines.

Substantial changes to the guidelines adopted by the 2020 Annual General Meeting

The proposal to the Annual General Meeting 2024 for the adoption of the following guidelines for remuneration to senior executives is in all material respects consistent with the guidelines adopted by the Annual General Meeting 2020. No comments from shareholders have been received regarding the guidelines adopted by the Annual General Meeting 2020.

MISCELLANEOUS

Special majority requirement

For valid resolutions in accordance with item 16 and 17 above, it is required that the proposals be supported by at least nine tenths (9/10) of the shares represented and votes cast at the Annual General Meeting.

For valid resolutions in accordance with item 18 and 19 above, it is required that the proposals be supported by at least two thirds (2/3) of the shares represented and votes cast at the Annual General Meeting.

Number of shares and votes

As per the date of this notice, the total number of outstanding shares in the Company is 205,323,650 of which 203,026,610 are ordinary shares and 2,297,040 are shares of series C. The Company holds all shares of series C. The total number of votes in the Company amounts to 203,256,314, of which the Company holds 229,704 votes that are not represented at the Annual General Meeting.

Documentation

The annual report, the Board of Directors’ remuneration report and all other documentation for resolutions and documentation pursuant to the Swedish Companies Act are available at the Company’s office at Hexatronic Group AB (publ), Sofierogatan 3A, SE-412 51 Gothenburg, and at the Company´s website, www.hexatronicgroup.com, no later than three weeks before the Annual General Meeting. Moreover, the Nomination Committee’s motivated statement is available at the Company’s above address, as well as on the Company’s website, from the date of this notice. Copies of the documents will be sent to shareholders who so request and who inform the Company of their postal address.

The Board of Directors’ proposal in accordance with item 18 and 19 above are fully formulated in the convening notice.

Shareholders’ right to obtain information

Shareholders are reminded of their right to, at the Annual General Meeting, obtain information from the Board of Directors and CEO in accordance with Chapter 7 Section 32 of the Swedish Companies Act. Shareholders who wish to submit questions in advance may do so by sending post to Hexatronic Group AB (publ), AGM 2024, Sofierogatan 3A, SE-412 51 Gothenburg or via e-mail to agm@hexatronic.com.

Processing of personal data

For information about how your personal data is processed, it is referred to the privacy notice available at Euroclear’s webpage: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

For more information, please contact:
Henrik Larsson Lyon, CEO Hexatronic Group, +46 706 50 34 00
Pernilla Lindén, CFO Hexatronic Group, +46 708 77 58 32

The information was submitted for publication, through the agency of the contact persons set out above, at 2:00 pm CEST on April 3, 2024. This is a translation of the Swedish version of the press release. When in doubt, the Swedish wording prevails.

Hexatronic creates sustainable networks all over the world. We partner with customers on four continents – from telecom operators to network owners – and offer leading, high-quality fiber technology for every conceivable application. Hexatronic Group AB (publ.) was founded in Sweden in 1993 and the Group is listed on Nasdaq OMX Stockholm. Our global brands include Viper, Stingray, Raptor, InOne, and Wistom®.

Attachment

• 2024-04-03 Notice to attend the Annual General Meeting in Hexatronic Group AB (publ)