Annual General Meeting in Hexagon AB

STOCKHOLM, April 24, 2026 /PRNewswire/ -- At the Annual General Meeting in Hexagon AB (publ) today, the following was resolved.

Election of Board of Directors and auditor

The AGM re-elected the Directors Gun Nilsson, Sofia Schörling Högberg, Märta Schörling Andreen, Erik Huggers, Annika Falkengren, Ralph Haupter, Björn Rosengren and Tomas Eliasson as ordinary board members. Ola Rollén had declined re-election. Björn Rosengren was elected Chairman of the Board.

Remuneration to the Directors shall be allocated with SEK 3,250,000 to the Chairman and SEK 900,000 to each of the other Directors elected by the AGM and not employed by the company. The Chairman of the Remuneration Committee shall receive SEK 125,000 and a member thereof SEK 90,000, and the Chairman of the Audit Committee SEK 450,000 and a member thereof SEK 335,000.

The AGM elected the accounting firm Öhrlings PricewaterhouseCoopers AB, for a period of one year, i.e. until the end of the AGM 2027, in accordance with the recommendation of the Audit Committee, whereby the accounting firm has informed that the authorised public accountant Helena Kaiser de Carolis will be appointed as auditor in charge. The auditor shall be remunerated according to agreement.

Allocation of the company's profit

Cash dividend

In accordance with the proposal of the Board of Directors, the AGM resolved to declare a dividend of EUR 0.14 per share. Record day for the dividend was determined to 28 April 2026. Dividend settlements will be handled by Euroclear Sweden AB and the estimated settlement day is 6 May 2026.

Distribution of all shares in Octave Intelligence plc

In accordance with the proposal of the Board of Directors, the AGM resolved to distribute all shares in the wholly-owned subsidiary Octave Intelligence plc ("Octave Intelligence"), including the underlying group, to Hexagon's shareholders, whereby ten Series A shares in Hexagon entitles to one class A ordinary share in Octave Intelligence and ten Series B shares in Hexagon entitles to one class B ordinary share in Octave Intelligence. The Board of Directors was authorized to determine the record date for the right to receive shares in Octave Intelligence.

The first day of trading in Swedish depository receipts in Octave on Nasdaq Stockholm is expected to be May 25, 2026, and delivery of Swedish depository receipts in Octave is expected to occur on May 26, 2026. The first day of trading in class B ordinary shares in Octave Intelligence on Nasdaq Global Select Market in New York (regular-way trading) is expected to occur on May 28, 2026.

Nomination Committee

The AGM re-elected Mikael Ekdahl (Melker Schörling AB) and Jan Dworsky (Swedbank Robur fonder) and elected Patricia Hedelius (AMF Pension & Fonder) and Roger T Storm (Handelsbanken Fonder) as members of the Nomination Committee in respect of the AGM 2027. The Chairman of the Board shall be co-opted to the Nomination Committee. Mikael Ekdahl was re-elected as Chairman of the Nomination Committee.

Remuneration report

The AGM resolved to approve the Board's report regarding remuneration pursuant to Chapter 8, Section 53 a of the Swedish Companies Act for the financial year 2025.

Change of performance condition in existing performance based long-term incentive programmes

The AGM resolved, in accordance with the proposal of the Board of Directors, to amend the performance condition in the company's existing performance based long-term incentive programmes, Share Programmes 2023/2026, 2024/2027 and 2025/2028 (the "Share Programmes") . The resolution was adopted in light of the spin-off of Octave, as earnings per share will no longer be an equivalent performance measure after the spin-off. The amendment entails that the current performance condition (related to the development of Hexagon's earnings per share) is replaced with a performance condition related to the growth of operating profit compared to the target level set by the Board of Directors during the measurement period as defined in each Share Programme, where the last financial year during the measurement period is compared with the financial year preceding the measurement period, with reservation for any reduction in the number of shares in accordance with the terms of each Share Programme. The other terms and conditions of the Share Programmes will remain unchanged.

Performance based long term incentive programme (Share Programme 2026/2029)

The AGM resolved, in accordance with the proposal of the Board of Directors, to implement a performance based long term share programme for 2026 ("Share Programme 2026/2029") for the group management, division managers, senior executives and key employees within the Hexagon Group. Share Programme 2026/2029 includes a maximum of approximately 1,500 senior executives and key employees within the Hexagon Group. Participants are offered to be allocated performance awards free of charge that may entitle to Series B shares in the company provided that the performance condition related to the development of Hexagon's adjusted earnings per share during the measurement period 1 January 2026 until 31 December 2029 is fulfilled, where the last financial year during the measurement period is compared with the financial year preceding the measurement period, with reservation for any reduction in the number of shares in accordance with the terms of Share Programme 2026/2029. The target level for the performance-based condition shall be a ten (10) per cent increase in the company's adjusted earnings per share during the financial year 2029 compared to the financial year 2025. Adjusted earnings per share for the financial year 2025 shall be recalculated to ensure comparability following the distribution of all shares in Octave Intelligence plc. If the target level is achieved, the participants shall be entitled to receive Series B shares in the company in accordance with the terms of Share Programme 2026/2029. The Board of Directors intends to present the fulfillment of the performance-based condition in the annual report for the financial year 2029.

The Share Programme 2026/2029 is estimated to comprise maximum 4,442,657 Series B shares in total, which corresponds to approximately 0.2 per cent of the total number of outstanding shares in the company. To ensure the delivery of Series B shares under Share Programme 2026/2029, the company intends to enter into an agreement with a third party on terms in accordance with market practice, under which the third party shall, in its own name, acquire and transfer Series B shares in the company to the participants in accordance with Share Programme 2026/2029. Provided that the performance condition is fully met, the total costs for Share Programme 2026/2029 is estimated to a maximum of approximately EUR 45 million, allocated over the vesting period.

Authorization for the Board of Directors to resolve on acquisitions and transfers of own shares

The AGM resolved to authorize the Board of Directors to, on one or more occasions for the period up until the next Annual General Meeting, resolve on acquisition and transfer of Series B shares in the company. Acquisition of shares may be made at a maximum of so many Series B shares that the company's holding does not exceed ten per cent of all shares in the company at that time. Acquisitions of shares on Nasdaq Stockholm may only occur at a price per share that does not exceed a price higher than the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the shares are traded and otherwise in accordance with the terms applicable as set forth by Nasdaq Stockholm. Acquisitions may not be made at a price lower than the lowest price at which an independent acquisition can be made.

Transfer of Series B shares may be made at a maximum of ten per cent of the total number of shares in the company. A transfer may be made with deviation from the shareholders' preferential rights on Nasdaq Stockholm as well as to third parties in connection with acquisition of a company or a business. Compensation for transferred shares can be paid in cash, through an issue in kind or a set-off. Transfers of shares on Nasdaq Stockholm may only occur at a price within the share price interval registered at that time. Transfer in connection with acquisitions may be made at a market value assessed by the Board of Directors. The purpose of the authorizations is to give the Board of Directors the opportunity to adjust the company's capital structure and thereby contribute to increased shareholder value, to enable acquisition opportunities by financing acquisitions with the company's own shares, and to ensure the company's undertakings, due to share-related or share-based incentive programs (other than delivery of shares to participants in incentive programs), including social security costs.

Authorization for the Board of Directors to resolve on issues of shares, convertibles and/or warrants

The AGM resolved to authorize the Board of Directors during the period up until the next AGM to, on one or more occasions, with or without deviation from the shareholders' preferential rights, and with or without provisions for contribution in kind, set-off or other conditions, resolve to issue Series B shares, convertibles and/or warrants (with rights to subscribe for or convert into Series B shares). By resolutions in accordance with the authorization, the number of shares may be increased by a number corresponding to a maximum of ten percent of the number of outstanding shares in the company at the time when the Board of Directors first uses the authorization. The purpose of the authorization and the reasons for a potential deviation from the shareholders' preferential rights as set out above, is to ensure financing of acquisitions of companies, part of companies or businesses or to strengthen the company's capital base and equity/assets ratio. Such issues may not require amendment of the Articles of Association applicable from time to time. In case of deviation from the shareholders' preferential rights, issues by virtue of the authorization shall be made on market conditions. In accordance with the conditions set out above, the Board of Directors shall also be authorized to resolve on other terms as considered necessary by the Board of Directors to carry out the issues.

FOR MORE INFORMATION, CONTACT:

Tom Hull, Head of Investor Relations, Hexagon AB, +44 7442 678 437, [email protected]
Anton Heikenström, Investor Relations Manager, Hexagon AB, +46 8 601 26 26, [email protected]

The information was submitted for publication at 12:30 CEST on 24 April 2026.

This information was brought to you by Cision http://news.cision.com

https://news.cision.com/hexagon/r/annual-general-meeting-in-hexagon-ab,c4339325

The following files are available for download:

SOURCE Hexagon