Notice Convening Extraordinary General Meeting in Hexagon AB (publ) The shareholders in Hexagon AB are hereby invited to attend the Extraordinary General Meeting to be held at 4.00 p.m. CET on Thursday 15 December 2011, at Torsgatan 11 in Stockholm, Sweden. A. RIGHT TO ATTEND Shareholders who wish to attend the Meeting must: (i) be recorded in the share register maintained by Euroclear Sweden AB on Friday 9 December 2011; and (ii) notify the company of their intention to attend the Extraordinary General Meeting by filling out a form at Hexagon's website, www.hexagon.com (http://www.hexagon.com/) or by post to: Hexagon AB, “Extraordinary General Meeting”, P.O. Box 3692, SE-103 59 Stockholm, Sweden or by e-mail to bolagsstamma@hexagon.com (bolagsstamma@hexagon.com), on Friday 9 December 2011 at the latest. When giving notice of attendance, the shareholder shall state name, personal identity number/corporate identity number, address, telephone number (daytime) and shareholding. Original proxy to act on behalf of a shareholder shall be attached to the notice of attendance. A proxy form will be held available on the company's website www.hexagon.com (http://www.hexagon.com/) and will be sent by post to shareholders that contact the company and state their address. Representative of a legal entity shall also send a copy of registration certificate or similar papers of authorisation. In order to participate in the proceedings at the Extraordinary General Meeting, shareholders with nominee-registered shares should request their bank or broker to have the shares temporarily owner-registered with Euroclear Sweden AB. Such registration must be made by Friday 9 December 2011 at the latest, and the nominee should therefore be notified in due time before said date. B. AGENDA Proposal for Agenda 1. Opening of the Meeting 2. Election of Chairman of the Meeting 3. Preparation and approval of the voting list 4. Approval of the agenda 5. Election of two persons to verify the minutes 6. Determination of compliance with the rules of convocation 7. Resolution regarding a directed issue of subscription warrants and approval of transfer of subscription warrants and shares (Warrants Programme 2011/2015) 8. Closing of the Meeting Election of Chairman of the Meeting (item 2) The Board of Directors has proposed that the Chairman of the Board, Melker Schörling, shall be elected Chairman of the Extraordinary General Meeting. The Board of Directors' proposal for a directed issue of subscription warrants and approval of transfer of subscription warrants and shares - (Warrants Programme 2011/2015) (item 7) Warrants Programme 2011/2015 The Board of Directors proposes that the Meeting resolves to implement a warrants programme for the group management, division management, other senior managers and key employees (the “Participants”) in the Hexagon Group (the ”Warrants Programme 2011/2015”) through the issue of subscription warrants entitling to subscription for new series B shares in Hexagon AB or, as the case may be, with a right for the company to transfer repurchased own B shares to the Participants as further set out below. Directed issue of subscription warrants The proposal of the Board of Directors means in brief that the Meeting shall resolve on a directed issue of maximum 13,665,000 subscription warrants entitling to subscription for new shares in Hexagon AB on the following main terms and conditions. Each subscription warrant shall entitle the holder to subscribe for one (1) new share of series B in Hexagon AB. Subscription and payment of the subscription warrants shall be made on 31 January 2012 at the latest, with a right for the Board of Directors to prolong these time limits. The issue rate shall be set to SEK 10 for each subscription warrant (the issue rate may be adjusted in case of material changes in the price of Hexagon AB's share from the time of this notice until to subscription is made by Hexagon Förvaltning AB). Subscription for shares in Hexagon AB by exercising the subscription warrants shall take place during the period commencing on 1 January 2012 up to and including 31 December 2015. The subscription rate for one new share shall be determined based on a market valuation of the subscription warrants including the issue rate per subscription warrant. The market valuation shall be established by an independent valuation institute in accordance with an established valuation method (Black & Scholes) in connection with the allotment of subscription warrants to Hexagon Förvaltning AB. Customary terms and conditions for recalculation will be applicable for the subscription warrants. With a deviation from the shareholders' preferential rights, the right to subscribe for the subscription warrants shall be granted to Hexagon Förvaltning AB, a wholly-owned subsidiary of Hexagon AB. The reason for deviation from the shareholders' preferential rights is that Hexagon AB wishes to introduce a warrants programme intended for allotment to senior managers and key employees within the Hexagon Group, whereby they will be offered the opportunity to take part in a value increase of the company's share. This is expected to increase the interest in the company's development - as well as in the company's share price development - and to stimulate a continued company loyalty over the forthcoming years. The warrants programme shall only comprise such Participants who, within the scope of their role in the Hexagon Group, have an explicit responsibility for the development of the company and a significant possibility to influence such development. Transfer of the subscription warrants The Board of Directors proposes that the Meeting resolves to approve that Hexagon Förvaltning AB, on one or several occasions, against payment, transfer subscription warrants to the Participants in accordance with the guidelines stated below. Such transfers can be made directly to the Participants, or to a legal entity or other vehicle owned or controlled by the respective Participant. Transfers of subscription warrants shall be made at market value. For transfers that takes place in connection with the allotment of subscription warrants to Hexagon Förvaltning AB, the market value shall correspond to the issue rate. For subsequent transfers, the price per subscription warrant shall correspond to the market value of the subscription warrant at the time of transfer. Guidelines for allotment The Board of Directors of Hexagon AB shall have the right to resolve on allotment of subscription warrants to approximately 250 Participants in the Hexagon Group in accordance with the following guidelines: - Group management 300,000 subscription warrants per person - Division management 100,000 subscription warrants per person - Senior management 75,000 subscription warrants per person - Key employees 30,000 subscription warrants per person The Participants can choose to apply for a lower number of subscription warrants than set out above. If the total number of subscription warrants that the Participants wish to acquire exceeds the maximum number of subscription warrants that can be issued under the Warrants Programme 2011/2015, reduction shall be made proportionally to each person's quantity in relation to the guidelines set forth above. There will be no guaranteed allotment. A Participant has the right to subscribe for a larger number of warrants than set out in the guidelines above and may be allotted additional warrants if full subscription of the programme has not been made. If such oversubscription is made, allotment shall be made to the oversubscribing Participants pro rata in relation to the number of subscription warrants that they have been allotted in the first allotment. Any remaining warrants, which have not been allotted in accordance with the above, shall be reserved for future recruitment of persons within the above eligible categories, whereby the above guidelines for allotment shall be applicable. Dilution The warrants programme here proposed may at full exercise, increase the share capital by a total of EUR 3,032,186 which corresponds to a total dilution of maximum approximately 3.7 % of the share capital and approximately 2.7 % of the number of votes on a fully diluted basis, calculated as the number of new shares in proportion to the number of existing and new shares. Hexagon AB's supply of shares in exchange for the subscription warrants issued in accordance with the Warrants Programme 2011/2015 may be carried out by the exercise of repurchased own shares. The Board therefore proposes that the Meeting resolves that the company, in connection with any request for exercise of the subscription warrants, with deviation from the shareholders' preferential rights, may transfer a total of maximum 13,665,000 repurchased own shares in the company to the equivalent of the rate for subscription for new shares established in connection with the allotment of the subscription warrants in accordance with the Warrants Programme 2011/2015 or in accordance with applicable conditions for recalculation. In case repurchased shares are transferred to the Participants in the programme in accordance with the above, in whole or in part, the dilution as calculated above will be decreased. Other important key ratios will, at full subscription of the proposed issue and full exercise of all subscription warrants issued by the Company, be affected as follows (based on the key ratios in the interim report of the third quarter 2011 and a preliminary valuation of the future capital contribution within the scope of the Warrants Programme 2011/2015): - earnings per share: reduction by EUR 0.01 from EUR 0.19 to EUR 0.18; - equity per share: increase by EUR 0.31 from EUR 6.58 to EUR 6.89; it being assumed that the warrant holders have exercised the warrants for subscription of new shares by the end of the third quarter 2011. Safety measures The subscription warrant programme is not expected to lead to any considerable costs for the company. Therefore, no measures to secure the programme are planned to take place. Preparation of the matter The proposal of the Board of Directors has been prepared by the Board of Directors. Ola Rollén, CEO and board member, who may be allotted subscription warrants in accordance with the proposed subscription warrant programme, has not taken part in the preparation of the matter. Voting majority The Board of Directors' proposal requires a resolution by the Meeting supported by shareholders representing at least nine tenths of both the number of votes cast and the shares represented at the Meeting in order to be valid. C. INFORMATION ON NUMBER OF SHARES AND VOTES The total number of shares in the company amounts to 353,642,177, of which 15,750,000 are series A shares and 337,892,177 are series B shares. The total number of votes in the company amounts to 495,392,177. At the time of this notice, the company owns 1,152,547 of its own shares of series B representing 1,152,547 votes, for which the company cannot exercise voting rights. D. INFORMATION AT THE EXTRAORDINARY GENERAL MEETING The Board of Directors and the CEO shall at the Extraordinary General Meeting, if any shareholder so requests and the Board of Directors believes that it can be done without significant harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda, and the company's relation to other Group companies. E. AVAILABLE DOCUMENTS The complete proposal of the Board of Directors for resolution according to item 7 and any documents pursuant to the Swedish Companies Act as well as proxy form pursuant to Chapter 7 Section 54 a of the Swedish Companies Act will as from Thursday 24 November 2011 be available to the shareholders at the company's headquarters. Copies of the documents will be sent on request to shareholders who state their address. The documents will also be available at the company's website www.hexagon.com (http://www.hexagon.com/) and at the Extraordinary General Meeting. Stockholm in November 2011 The Board of Directors Hexagon AB (publ) For further information please contact: Mattias Stenberg, Vice President Strategy & Communications, Hexagon AB, 46 8 601 26 27, ir@hexagon.com (ir@hexagon.com)
Notice Convening Extraordinary General Meeting in Hexagon AB (publ)
| Source: Hexagon AB
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