Shareholders of
The Board of Directors has, pursuant to Chapter 7, Section 4 a of the Swedish Companies Act (Sw. aktiebolagslagen) and the company's Articles of Association, decided that shareholders shall be able to exercise their voting rights by postal voting before the General Meeting. Consequently, shareholders may choose to exercise their voting rights at the AGM by attending in person, through a proxy or by postal voting.
- RIGHT TO PARTICIPATE IN THE ANNUAL GENERAL MEETING
Shareholders who wish to participate in the AGM must:
firstly, be registered in the share register maintained by
secondly, notify the company of their intention to attend the AGM under the address
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 AGM, 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 verified copy of the registration certificate or corresponding document showing the company's signatories must also be submitted. Shareholders exercising their voting rights by postal voting are not required to notify the company separately of their participation in the AGM, see below under "Postal voting". In order to be entitled to participate in the AGM, shareholders whose shareholding is registered in the name of a trustee must, before
Thus, the trustee should be notified well in advance of the aforementioned date.
- POSTAL VOTING
Shareholders may exercise their voting rights at the AGM through postal voting. A special form must be used for the postal vote. The postal voting form is available on the company's website www.hexpol.com. A separate notification to the AGM is not required as the postal voting form will also be considered as a notification. Completed and signed postal voting forms may be sent by mail to
Shareholders may not submit special instructions or conditions with the postal vote. In such case, the entire postal vote is invalid.
If the shareholder submits the postal vote by proxy, a power of attorney must be attached to the form. If the form is submitted by a legal person, the form must be signed by an authorised signatory and a registration certificate or other authorization document must be attached to the form. Further instructions and conditions can be found in the postal voting form and at https://anmalan.vpc.se/EuroclearProxy.
- AGENDA OF THE ANNUAL 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.
- Address by the President.
-
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 2022, 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 2022 , - 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.
-
adoption of the income statement and balance sheet, and of the consolidated income statement and consolidated balance sheet, all as per
- 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.
- Closing of the Meeting.
Proposals
Election of Chairman of the Meeting (Item 2)
The Nomination Committee elected in anticipation of the 2023 AGM, comprising
Proposed disposition of the Company's profit (
The Board proposes that a dividend of
Proposals regarding election of Board members and fees (Items 10-12)
The Nomination Committee proposes the following:
- The number of Board Members shall be seven, without deputies.
-
Directors' fees shall be paid as follows:
SEK 1,075,000 to the Chairman of the Board andSEK 435,000 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 receiveSEK 260,000 and each member of the Audit CommitteeSEK 130,000 and the chairman of the Remuneration Committee shall receiveSEK 155,000 and member of the Remuneration CommitteeSEK 52,000 . -
Re-election of Board Members
Alf Göransson ,Kerstin Lindell ,Jan-Anders E . Månson,Malin Persson and Märta Schörling Andreen, as well as new election ofNils-Johan Andersson and Henrik Elmin, as ordinary Board Members.Gun Nilsson has declined re-election. -
Re-election of
Alf Göransson as the Chairman of the Board.
Henrik Elmin, born 1970, has since 2017 been Senior Executive Vice President and Business Area President Industrial Technique at
Proposal regarding election of auditor (Item 13)
The Nomination Committee proposes, in accordance with the recommendation of the Audit Committee, re-election of the authorised public accountants
Proposal regarding election of members of the Nomination Committee (Item 14)
Shareholders jointly representing approximately 53 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 2024.
- The Nomination Committee shall have four members.
-
Re-election of
Mikael Ekdahl (Melker Schörling AB),Henrik Didner (Didner & Gerge Fonder ), Jesper Wilgodt (Alecta Pensionsförsäkring) andHjalmar Ek (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 2024, 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 2024 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 15)
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.
- 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, as well as the auditors' statement regarding whether the guidelines for remuneration to senior executives have been complied with, the Board's remuneration report and the Board's motivated statement to the proposal for dividend distribution according to
- INFORMATION AT THE ANNUAL GENERAL MEETING
At the AGM, 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. A shareholder who so requests may send questions in advance by mail to
- 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
Board of Directors
For more information, please contact:
Peter Rosén, Deputy CEO and CFO
+46 (0)40 25 46 60
https://news.cision.com/hexpol/r/notice-to-the-annual-general-meeting-of-hexpol-ab--publ-,c3738604
https://mb.cision.com/Main/1100/3738604/1933634.pdf
(c) 2023 Cision. All rights reserved., source