Bulletin from Annual General Meeting in Hexatronic Group AB (publ)
Press release 7 May 2024Hexatronic Group AB
(publ)556168-6360
Bulletin from Annual General Meeting in
Hexatronic Group AB (publ)
The following resolutions, amongst other, were
passed at the Annual General Meeting (the “AGM”)
of Hexatronic Group AB (publ) (“Hexatronic” or the
“Company”) held today on 7 May 2024 in Gothenburg,
Sweden.
Adoption of Income Statement and Balance
Sheet for the Financial Year 2023 and Discharge from
Liability
The AGM adopted the income statements and the
balance sheets, respectively, for the Company and the group for the
financial year 2023 and as of 31 December 2023, respectively. The
members of the Board of Directors and the CEO were discharged from
liability for the financial year 2023.
Allocation of Profits
The AGM resolved, in accordance with the Board
of Directors’ proposal, that no dividend shall be distributed and
that the result shall be carried forward.
Election of Board Members, Auditors, and
Fees to the Board of Directors and Auditors
The AGM resolved that the number of
shareholder-elected members of the Board of Directors shall be
seven without deputies and that the number of auditors shall be one
registered accounting firm without deputy auditors.
The AGM resolved, for the period until the next
Annual General Meeting, to re-elect Erik Selin, Helena Holmgren and
Jaakko Kivinen and to elect Diego Andersson, Linda Hernström,
Magnus Nicolin and Åsa Sundberg as members of the Board of
Directors. Magnus Nicolin was elected as Chairman of the Board of
Directors.
The registered accounting firm Öhrlings
PricewaterhouseCoopers AB was re-elected as the Company’s auditor
for the period until the end of the next Annual General Meeting and
it was noted that Johan Malmqvist will act as auditor in
charge.
The AGM resolved that fees to members of the
Board of Directors shall be paid with SEK 1,000,000 to the
Chairman of the Board of Directors and SEK 365,000 to the other
members of the Board of Directors. It was further resolved that
fees to the Chairman of the Audit Committee shall be paid with SEK
140,000 and SEK 80,000 to member of the Audit Committee.
The AGM resolved, if the Board of Directors
establishes a Remuneration Committee, that fees to the Chairman of
the Remuneration Committee shall be paid with SEK 80,000 and SEK
40,000 to member of the Remuneration Committee, and that the fees
to the auditor shall be paid in accordance with approved statement
of costs.
Principles for the appointment of the
members of the Nomination Committee
The AGM resolved to adopt new principles for the
appointment of the members of the Nomination Committee in
accordance with the Nomination Committee’s proposal.
Approval of the Board of Directors’
remuneration report
The AGM resolved to approve the Remuneration
Report for the financial year 2023.
Adoption of a long-term
performance-based share savings programme
The AGM resolved, in accordance with the Board
of Directors’ proposal, to adopt a long-term performance-based
share savings programme for the group's management team, other
senior executives and other key employees employed in Sweden (LTIP
2024). The AGM further resolved on a directed issue of not more
than 1,343,596 convertible shares of series C, as a result of which
the share capital may increase by a maximum of SEK 13,435.96,
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.
Outstanding rights to shares under previous long-term incentive
programmes and LTIP 2024 amount to approximately 2.91 per cent of
the Company’s total number of outstanding shares upon full
exercise.
Adoption of a long-term incentive
programme for the group’s employees outside of Sweden
The AGM resolved, in accordance with the Board
of Directors' proposal, to adopt a long-term incentive programme
(Warrant Programme 2024) directed to the group's employees outside
of Sweden and on a directed issue free of charge to the subsidiary
Proximion AB of a total of not more than 442,500 warrants with the
right for participants to subscribe for a total of not more than
442,500 shares. Proximion AB shall handle the warrants in
accordance with the terms of the Warrant Programme 2024 and
transfer the warrants to participants free of charge. 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.
Resolution to authorise the Board of
Directors to resolve on the acquisition and transfer of own
shares
The AGM resolved, in accordance with the Board
of Directors' proposal, to authorise the Board of Directors, on one
or several occasions until the end of the next Annual General
Meeting, to resolve to acquire the Company’s own ordinary shares.
Furthermore, the AGM authorised 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. Ordinary shares may be acquired to the
extent that the Company’s holding of its own shares does not exceed
one tenth of the Company’s total outstanding shares (regardless of
share class).
The purpose of the 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.
The possibility of deviation from the
shareholders’ preferential rights when transferring own ordinary
shares is justified by the fact that transfer of ordinary shares
over 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.
Resolution to authorise the Board of
Directors to resolve on new issues of shares, warrants and/or
convertibles
The AGM resolved, in accordance with the Board's
proposal, to authorise the Board of Directors, on one or several
occasions and with or without shareholders' preferential rights,
until the end of the next Annual General Meeting, to resolve on new
issues of shares, warrants and/or convertibles of not more than ten
(10) per cent of the registered share capital in the Company at the
time of the issue resolution. An issue may be carried out as a
cash, in kind or set-off issue.
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 needs to pay with
the Company’s shares, warrants and/or convertibles.
Adoption of guidelines for remuneration
to senior executives
The AGM resolved, in accordance with the Board
of Directors’ proposal, to adopt new guidelines for remuneration to
senior executives.
For more information, please
contact:
Henrik Larsson Lyon, CEO Hexatronic Group,
+46 706 50 34 00Pernilla 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 19:00
CEST on 7 May 2024.
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 (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®.
- 2024-05-07 Bulletin from Annual General Meeting in Hexatronic
Group AB (publ)
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