Bulletin from Annual General Meeting in Hexatronic Group AB (publ)
Press release May 9, 2023Gothenburg, Sweden
Bulletin from Annual General Meeting in
Hexatronic Group AB (publ)
The following resolutions were passed at the
Annual General Meeting (the “AGM”) of Hexatronic
Group AB (publ) (“Hexatronic” or the
“Company”) held today on 9 May 2023 in Gothenburg,
Sweden.
Adoption of Income Statement and Balance
Sheet for the Financial Year 2022 and Discharge from
Liability
The AGM adopted the income statements and the
balance sheets for the Company and the group for the financial year
2022. The members of the Board of Directors and the CEO were
discharged from liability for the financial year 2022.
Allocation of Profits
The AGM resolved that a dividend of SEK 0.10 per
share shall be paid and that the record date for receipt of the
dividend shall be Thursday 11 May 2023.
Election of Board Members, Auditors,
Fees to the Board of Directors and Auditors
The AGM resolved that the number of members of
the Board of Directors shall be six without deputies and that the
number of auditors shall be one registered accounting firm without
deputy auditors.
The AGM resolved to re-elect Anders Persson,
Erik Selin, Helena Holmgren, Jaakko Kivinen, Per Wassén and
Charlotta Sund as members of the Board of Directors. All elections
for the period until the next AGM. Anders Persson was re-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 AGM 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 750,000 to the
Chairman of the Board of Directors and SEK 350,000 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
125,000 and SEK 75,000 to member of the Audit 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 that the principles for
appointing the members of the Nomination Committee as adopted at
the AGM 2022 shall remain unchanged.
Approval of the Board’s remuneration
report
The AGM resolved to approve the Remuneration
Report for the financial year 2022.
Adoption of a long-term
performance-based share 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 senior executives and other
key employees employed in Sweden (LTIP 2023). The AGM further
resolved on a directed issue of not more than 261,071 convertible
shares of series C, as a result of which share capital may increase
by a maximum of SEK 2,610.71, authorisation for the Board of
Directors to resolve on the repurchase 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 2023 amount to
approximately 2.51 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 2023) directed at the group's employees outside
of Sweden and on a directed issue to the subsidiary Proximion AB of
a total of not more than 441,000 warrants with the right for
participants to subscribe for a total of not more than 441,000
shares. Proximion shall handle the warrants in accordance with the
terms of the Option Programme 2023 and transfer the warrants to
participants free of charge. Based on the existing number of
ordinary shares in the Company, the Warrant Programme 2023, upon
full exercise of all 441,000 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 acquire 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 more occasions until the end of the next AGM, to resolve on the
acquisition of not more than one-tenth of the Company’s own shares.
Furthermore, the AGM authorises the Board of Directors, for the
period until the end of the next AGM, on one or more occasions, to
resolve on the transfer of the own shares held by the Company at
the time of the Board's decision on transfer.
The purpose of the proposed authorisation is to
give the Board the opportunity to adapt the Company’s capital
structure to its capital needs and thereby, among other things, be
able to use the repurchased shares as a means of payment for the
acquisition of companies.
The possibility of deviation from the
shareholders’ preferential rights when transferring own shares is
justified by the fact that transfer of 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. If the
Company’s own 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.
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 more
occasions and with or without shareholders' preferential rights,
until the end of the next AGM, to resolve on a new issue of shares,
warrants and/or convertibles of not more than ten (10) percent of
the registered share capital in the Company at the time of the
issue resolution. An issue may be carried out as a cash, non-cash
or set-off issue. Issuance may only be made at market price.
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.
Gothenburg, May 9, 2023
Henrik Larsson LyonCEO Hexatronic Group
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 person set out above, at 19:00 CEST on May 9,
2023. 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
(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®.
- 2023-05-09 Bulletin from Annual General Meeting in Hexatronic
Group AB (publ)
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