Bulletin from Annual General Meeting in Hexatronic Group AB (publ)
Summary by AI BETAClose X
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 12 May 2026 in Gothenburg, Sweden.
Adoption of Income Statement and Balance Sheet for the Financial Year 2025 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 2025 and as of 31 December 2025, respectively. The members of the Board of Directors and the CEO were discharged from liability for the financial year 2025.
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 six (6) 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 AGM, to re-elect Magnus Nicolin, Diego Anderson, Linda Hernström, Helena Holmgren, Jaakko Kivinen, and Åsa Sundberg. Magnus Nicolin 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 1,080,000 to the Chairman of the Board of Directors and SEK 395,000 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 165,000 and SEK 95,000 to member of the Audit Committee.
The AGM resolved that the fees to the Chairman of the Remuneration Committee shall be paid with SEK 85,000 and SEK 45,000 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 the 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 2025.
Adoption of a long-term performance-based share savings programme
The Board of Directors’ proposal for a long-term performance- based share savings programme was withdrawn.
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 2026) 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 745,000 warrants with the right for participants to subscribe for a total of not more than 745,000 shares. Proximion AB shall handle the warrants in accordance with the terms of the Warrant Programme 2026 and transfer the warrants to participants free of charge. Based on the existing number of ordinary shares in the Company, the Warrant Programme 2026, upon full exercise of all 745,000 warrants, entails a dilution corresponding to approximately 0.36 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 AGM, 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 AGM, 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 ten (10) per cent 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 of Directors’ 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 AGM, 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.
If the Board of Directors resolves on an issue with deviation from the shareholders’ preferential rights, the rationale shall be to enable the Company to raise capital quickly and efficiently, whether or not in connection with business acquisitions.
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