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Hexatronic Group — Proxy Solicitation & Information Statement 2026
Apr 9, 2026
2924_rns_2026-04-09_81251e51-ba45-4e1c-a23f-95d2f7ab6b82.pdf
Proxy Solicitation & Information Statement
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Hexatronic
N.B. This is an unofficial translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.
Notice to attend the Annual General Meeting in Hexatronic Group AB (publ)
The shareholders in Hexatronic Group AB (publ), reg. no. 556168-6360 (the "Company" or "Hexatronic"), with its registered office in Gothenburg, are hereby invited to the Annual General Meeting on 12 May 2026 at 15.00 PM, at Gothia Towers, Mässans gata 24, SE-412 51, in Gothenburg.
Right to participate in the Annual General Meeting and notice of participation
Participation in the Annual General Meeting at the venue
A shareholder who wishes to participate in the Annual General Meeting at the venue in person or represented by a proxy must (i) be recorded as a shareholder in the share register maintained by Euroclear Sweden AB ("Euroclear") relating to the circumstances on 4 May 2026, and (ii) no later than 6 May 2026 give notice by post to Hexatronic Group AB (publ), AGM 2026, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm or via Euroclear's website on https://www.euroclear.com/sweden/generalmeetings/ or by telephone +46 (0) 8 402 91 33 on weekdays between 09.00-16.00. When providing such notice, the shareholder shall state name, personal or corporate registration number, address, telephone number and the number of any accompanying assistant(s) (maximum two assistants) as well as information about any proxy.
If a shareholder is represented by proxy, a written, dated proxy for the representative must be issued. A proxy form is available on the Company's website, www.hexatronicgroup.com. If the proxy is issued by a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. To facilitate the registration at the Annual General Meeting, the proxy and the certificate of registration or equivalent certificate of authority should be sent to Euroclear as set out above so that it is received no later than 6 May 2026.
Participation by advance voting
A shareholder who wishes to participate in the Annual General Meeting by advance voting must (i) be recorded as a shareholder in the share register maintained by Euroclear relating to the circumstances on 4 May 2026, and (ii) give notice no later than 6 May 2026, by casting its advance vote in accordance with the instructions below so that the advance vote is received by Euroclear no later than on that day.
A shareholder who wishes to participate in the Annual General Meeting at the venue in person or represented by a proxy must give notice thereof in accordance with what is set out under Participation in the Annual General Meeting at the venue above. This means that a notification by advance vote is not sufficient for a person who wishes to participate at the venue.
A special form shall be used when advance voting. The advance voting form is available on the Company's website www.hexatronicgroup.com. A completed and signed form may be submitted by post to Hexatronic Group AB (publ), AGM 2026, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm or via e-mail to [email protected]. Shareholders may also cast their advance vote electronically through verification with BankID via https://www.euroclear.com/sweden/generalmeetings/. The completed form shall be received by Euroclear not later than 6 May 2026. The shareholder may not provide special
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lexatronic
N.B. This is an unofficial translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.
instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.
If a shareholder votes by proxy, a written and dated proxy shall be enclosed to the advance voting form. A proxy form is available on the Company's website www.hexatronicgroup.com. If the shareholder is a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. If a shareholder has voted in advance and then attends the Annual General Meeting in person or through a proxy, the advance vote is still valid except to the extent the shareholder participates in a voting procedure at the Annual General Meeting or otherwise withdraws its casted advance vote. If the shareholder chooses to participate in a voting at the Annual General Meeting, the vote cast will replace the advance vote with regard to the relevant item on the agenda.
Nominee-registered shares
To be entitled to participate in the Annual General Meeting, a shareholder whose shares are held in the name of a nominee must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on 6 May 2026. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee's procedures and in such time in advance as the nominee determines. Voting right registrations completed by the nominee not later than 6 May 2026 are taken into account when preparing the share register.
PROPOSED AGENDA
- Opening of the Annual General Meeting.
- Election of Chairman at the Annual General Meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons to approve the minutes.
- Determination as to whether the meeting has been duly convened.
- Submission of the annual report and the auditors' report and the consolidated financial statements and the auditors' report for the group. In connection thereto, a presentation by the Chief Executive Officer.
- Resolution regarding adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet.
- Resolution regarding allocation of the company's profits or losses in accordance with the adopted balance sheet.
- Resolution regarding discharge of the members of the Board of Directors and the CEO from liability.
- Determination of the number of members of the Board of Directors, auditors and deputy auditors.
- Determination of fees for members of the Board of Directors and auditor.
- Election of members of the Board of Directors, auditor and deputy auditors.
The Nomination Committee's proposal for election of members of the Board of Directors:
a) Magnus Nicolin (re-election)
b) Diego Anderson (re-election)
c) Linda Hernström (re-election)
d) Helena Holmgren (re-election)
e) Jaakko Kivinen (re-election)
f) Åsa Sundberg (re-election)
The Nomination Committee's proposal for election of the chairman of the Board of Directors:
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exatronic
N.B. This is an unofficial translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.
g) Magnus Nicolin (re-election)
The Nomination Committee's proposal for election of auditor and deputy auditors:
h) Öhrlings PricewaterhouseCoopers AB
- Determination on principles for the appointment of the Nomination Committee.
- Submission and approval of the Board of Directors' remuneration report.
- Resolution to adopt a long-term performance-based share savings programme for the group's senior executives and other key employees (LTIP 2026).
- Resolution to adopt a long-term incentive programme for the group's employees outside of Sweden (Warrant programme 2026).
- Resolution to authorise the Board of Directors to resolve on the acquisition and transfer of own shares.
- Resolution to authorise the Board of Directors to resolve on new issues of shares, warrants and/or convertibles.
- Closing of the Annual General Meeting.
THE NOMINATION COMMITTEE'S PROPOSALS UNDER ITEMS 2, 11, 12, 13 AND 14
The Nomination Committee, whose members have been appointed in accordance with the principles adopted by the Annual General Meeting 2025 and which was resolved by the Annual General Meeting 2025, has consisted of Staffan Ringvall (chairman, appointed by Handelsbanken fonder), Mark Shay (appointed by Accendo Capital SICAV RAIF), Sophia Larsén (appointed by AMF Pension & Fonder), Jonas Nordlund (represents himself) and Magnus Nicolin (chairman of the Board of Directors) as adjunct member. The Nomination Committee represents around 27 per cent of the votes in the Company (as per the date the Nomination Committee was announced). The Nomination Committee has submitted the following proposals.
Item 2 – Election of Chairman at the Annual General Meeting
The Nomination Committee proposes the attorney Ola Åhman, Advokatfirman Hammarskiöld & Co, as chairman of the Annual General Meeting, or in his absence, the person designated by the Nomination Committee.
Item 11 – Determination of the number of members of the Board of Directors, auditors and deputy auditors
The Nomination Committee proposes that the Board of Directors shall consist of six (6) members elected by the general meeting, with no deputies.
The Nomination Committee proposes that the general meeting elects a registered audit firm as auditor, with no deputy auditor.
Item 12 – Determination of fees to the Board of Directors and the auditor
Amount from previous year in () for comparison.
The Nomination Committee proposes that the board remuneration be SEK 1,080,000 (SEK 1,040,000) for the Chairman of the Board and SEK 395,000 (SEK 385,000) for each of the other board members.
Furthermore, the Nomination Committee proposes that the remuneration to the chairman of the Audit Committee be SEK 165,000 (SEK 160,000) and SEK 95,000 (SEK 90,000) to each member of the Audit Committee.
Additionally, the Nomination Committee proposes that the remuneration to the Chairman of the Remuneration Committee remain unchanged at SEK 85,000 (SEK 85,000) and that the
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exatronic
N.B. This is an unofficial translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.
remuneration to each member of the Audit Committee remain unchanged at SEK 45,000 (SEK 45,000).
The Nomination Committee's proposal for increased remuneration levels corresponds to a market-based increase. Remuneration for the chairman and members of the Remuneration Committee is proposed to remain unchanged.
The Nomination Committee proposes that the fee to the auditor shall be paid in accordance with approved statement of costs.
Item 13 – Election of members of the Board of Directors, auditor and deputy auditors
The Nomination Committee proposes re-election of board members Magnus Nicolin, Diego Anderson, Linda Hernström, Helena Holmgren, Jaakko Kivinen, and Åsa Sundberg. All elections are for the period until the end of the next Annual General Meeting.
The Nomination Committee further proposes the re-election of Magnus Nicolin as Chairman of the Board of Directors. Information about the board members proposed for re-election is available on the Company's website.
The Nomination Committee proposes, in accordance with the Audit Committee's recommendation, the election of the registered audit firm Öhrlings PricewaterhouseCoopers AB ("PwC") as auditor. The Nomination Committee notes that PwC has announced that, if elected as auditor, Johan Malmqvist will be appointed as the main auditor.
Item 14 – Determination on principles for the appointment of the Nomination Committee
The Nomination Committee has found no reason to propose any changes to the principles for appointing the next Nomination Committee. The Nomination Committee therefore proposes that the Annual General Meeting resolves on the adoption of the current principles for the appointment of the members of the Nomination Committee.
The Nomination Committee shall consist of four members, and the Chairman of the Board shall be co-opted to the Nomination Committee. The members shall be appointed by the four largest shareholders in the company in terms of voting rights at the end of August, based on a list of registered shareholders provided by Euroclear Sweden AB and other reliable information received by the company. In the event that the Chairman of the Board of Directors is directly or indirectly one of the four largest shareholders, the Chairman of the Board of Directors shall refrain from nominating a member to the Nomination Committee.
If a shareholder refrains from appointing a member, the right to appoint a member is transferred to the next largest shareholder in terms of votes.
The chairman of the Nomination Committee shall be the largest shareholder in terms of votes at the time of the nomination committee's appointment, unless the nomination committee agrees otherwise, and may not be the Chairman of the Board of Directors or another member of the Board of Directors.
The Chairman of the Board of Directors shall convene the first meeting of the Nomination Committee.
The composition and contact details of the Nomination Committee shall be published on the Company's website no later than six months before the annual general meeting.
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exatronic
N.B. This is an unofficial translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.
The majority of the members shall be independent in relation to the Company and its management. The CEO or any other person from the company management shall not be a member of the Nomination Committee. At least one member shall be independent in relation to the largest shareholder or group of shareholders who cooperate in the management of the Company.
No remuneration shall be paid to the members of the Nomination Committee. The Company shall reimburse the reasonable costs that the members of the Nomination Committee may incur in the course of their work.
The term of office of the Nomination Committee shall last until a new Nomination Committee is appointed.
If a shareholder who has appointed a member of the Nomination Committee ceases to be a shareholder or is ranked lower on the list of the largest shareholders in the Company in terms of voting rights before the Nomination Committee's assignment has been completed, the member appointed by that shareholder shall make his or her seat available and the shareholder who at that time is the largest shareholder in terms of voting rights and is not already represented on the Nomination Committee shall be offered a seat. If this shareholder declines, the matter shall be passed on to the second largest shareholder in terms of votes who is not already represented in the Nomination Committee, etc. If none of the ten largest shareholders in terms of votes accepts, the member who made his or her seat available shall be offered to remain in office. If the change in ownership is only marginal or if the change occurs later than three months before the annual general meeting, the Nomination Committee may decide that no change should take place. Should any of the members of the Nomination Committee, before the Nomination Committee's assignment has been completed, resign for any other reason or cease to represent the shareholder who appointed the member, such member shall, if the shareholder who appointed the member so requests, be replaced by a new member appointed by the shareholder.
Changes in the composition of the Nomination Committee shall be published immediately.
THE BOARD OF DIRECTORS' PROPOSALS UNDER ITEMS 9, 15, 16, 17, 18, AND 19
Item 9 – Resolution regarding allocation of the Company's profits or losses in accordance with the adopted balance sheet
The Board of Directors proposes that no dividend is distributed and that the result is carried forward.
Item 15 – Submission and approval of the Board of Directors' remuneration report
The Board of Directors proposes that the Annual General Meeting resolves to approve the Remuneration Report for the financial year 2025 that has been prepared by the Board of Directors.
Item 16 – Resolution to adopt a long-term performance-based share savings programme for the group's senior executives and other key employees (LTIP 2026)
The Board of Directors proposes that the Annual General Meeting resolves on (A) the adoption of a performance-based share savings programme ("LTIP 2026") directed to the group's (the "Hexatronic Group") CEO and the management team, other senior executives and other key employees, and (B) directed issue of convertible shares of series C, authorisation for the Board of Directors to resolve on repurchases of all issued redeemable and convertible shares
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H
N.B. This is an unofficial translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.
of series C and approval of transfer of own ordinary shares to participants. The resolution items (A) and (B) are mutually conditioned by each other and are resolved upon as one resolution.
A. Introduction of LTIP 2026
The Board of Directors of the Company proposes that the Annual General Meeting resolves to adopt a long-term incentive programme in the form of a performance-based share savings programme directed to the Hexatronic Group's CEO and the management team, other senior executives and other key employees ("Participants"). LTIP 2026 is proposed to include a maximum of thirty-five (35) Participants. Participants in LTIP 2026 must have contributed a private investment through the acquisition of shares in the Company ("Saving Shares"). Subsequently, after a three-year vesting period commencing on the date of entering into an agreement to participate in LTIP 2026 (the "Vesting Period"), Participants will be given the opportunity to receive ordinary shares free of charge ("Performance Shares"), subject to the main terms and conditions set forth below. Within the LTIP 2026, the Company will award Participants conditional share rights ("Share Rights"), meaning the right, subject to certain conditions being met, to receive up to six (6) Performance Shares per Share Right free of charge.
Background
The objective of the proposed incentive programme is to create a programme that encourages senior executives and other key employees within the Hexatronic Group to build a significant shareholding in the Company through private investment over the next few years, thereby strengthening the bond between senior executives and other key employees and the Company and aligning the interests of management with the shareholders. The Company's Board of Directors is of the opinion that a performance-based share savings programme contributes to a higher commitment among employees and strengthens the bonds between the employees and the Company and rewards employees' continued loyalty and thereby the long-term value growth of the Company. Furthermore, it is the Board's assessment that LTIP 2026 will contribute to the opportunities to recruit and retain knowledgeable and experienced employees who hold key positions in the Hexatronic Group and are expected to increase employee interest in the business and earnings development in the Company. All in all, it is the Board's assessment that LTIP 2026 will benefit both the employees and the Company's shareholders through an increased share value.
The Board of Directors continuously evaluates the Company's performance-based share savings programmes. Following evaluation of the ongoing share savings programmes certain amendments are proposed relating to the maximum number of Saving Shares that Participants may allocate to LTIP 2026 and the maximum number of Performance Shares that Participants may receive, as well as to the measurement period for the performance requirements. The amendments entail that it is proposed that the maximum number of Savings Shares that Participants, excluding the group-CEO and other members or the group management team, shall be entitled to allocate to LTIP 2026 is reduced to the number corresponding to five (5) per cent of the Participant's annual gross basic salary (from a maximum of ten (10) per cent previous years). It is further proposed that all Participants, regardless of their role with the Company, shall be entitled to receive up to six (6) Performance Shares. Previously, Participants have been entitled to receive up to two (2), four (4) or six (6) Performance Shares depending on the Participant's role with the Company. Lastly, it is proposed that the performance requirements are measured on one occasion after the entire measurement period that constitutes the financial years 2026-2028 has expired, instead of
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Rexatronic
N.B. This is an unofficial translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.
separately after each financial year. The amendments are assessed to encourage long-term focus and are proposed following consultation with larger shareholders.
Private investment
In order to participate in LTIP 2026, the Participant must have contributed with a private investment through the acquisition of Saving Shares. The shares shall have been acquired at market prices during the period between 13 May 2026 and 31 May 2026 for the purpose of being allocated to LTIP 2026, unless the Board of Directors allows exceptions in the individual case regarding shares previously acquired. The Board of Directors also has the right to thereafter, for individual additional Participants (new employees or promoted), postpone the last day for the acquisition of Savings Shares (see more below under "Additional participants").
To participate in LTIP 2026 a Participant, excluding the group-CEO and other members of the group management, shall allocate a rounded number of shares corresponding to a maximum of five (5) per cent of the Participant's annual gross basic salary calculated on the basis of the 2026 salary level to LTIP 2026. The group-CEO may allocate to LTIP 2026 a maximum of Saving Shares corresponding to a maximum of twenty (20) per cent of the group-CEO's annual gross base salary calculated on the 2026 salary level. The minimum number of Saving Shares that the group-CEO must acquire to participate in LTIP 2026 shall correspond to a market value of at least ten (10) per cent of the annual gross basic salary. Other members of the group management may allocate to LTIP 2026 a maximum of Savings Shares corresponding to a maximum of ten (10) per cent of the Participant's annual gross basic salary calculated on the basis of the 2026 salary level to LTIP 2026. The minimum number of Saving Shares that a member of the group management, excluding the group-CEO, must acquire to participate in LTIP 2026 shall correspond to a market value of at least five (5) per cent of the annual gross basic salary. For each Saving Share held within the LTIP 2026, the Company will grant Participants a Share Right, meaning the right, subject to certain conditions being met, to receive up to two, four or six Performance Shares per Share Right free of charge.
Terms and conditions
In addition to the requirement that the Participant's employment and holding of Saving Shares shall continue throughout the Vesting Period, certain performance-based conditions linked to diluted earnings per share, Hexatronic Group growth, EBITA margin and certain sustainability requirements are imposed for the allotment of Performance Shares to the Participants.
Allotment, free of charge, of Performance Shares is, in addition to what is stated in the paragraph above, conditional on the achievement of the performance requirements set by the Board of Directors. For maximum allotment of Performance Shares, it is required that the requirements set by the Board of Directors are achieved or exceeded. The performance requirements refer to (i) diluted earnings per share for the financial year 2028 (the "Share Requirement"), (ii) net sales growth for the financial year 2028 (the "Growth Requirement"), (iii) EBITA margin for the financial year 2028 (the "EBITA Requirement"), and (iv) certain sustainability requirements (the "Sustainability Requirement") (collectively, the "Performance Requirement"), whereby the Share Requirement shall be weighted by forty (40) per cent, the Growth Requirement and EBITA Requirement shall be weighted by twenty-five (25) per cent each, and the Sustainability Requirement shall be weighted by ten (10) per cent.
The Board of Directors shall have the right to make adjustments due to extraordinary events when determining if the performance requirements have been achieved or exceeded.
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exatronic
N.B. This is an unofficial translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.
If the minimum level is not reached, no Performance Shares related to the current Performance Requirement for the financial year will be vested and if the upper requirement level is reached, all Performance Shares arising from the current Performance Requirement for the financial year will be earned. In the event of an outcome between the minimum level and the upper requirement level, the earnings of the Performance Shares arising from the current Performance Requirement for the financial year will be made linearly. The final number of Performance Shares earned by each Participant shall be rounded down to the nearest whole number.
For the purpose of giving the Board of Directors the possibility to limit the costs incurred by the Company under LTIP 2026, it is proposed that the Board of Directors upon allotment of Performance Shares shall be entitled to adjust the number of Performance Shares that each individual Participant otherwise would be entitled to.
Such adjustment of the number of Performance Shares can be made in accordance with the below.
"Starting Price" = The actual closing price of the Company's ordinary shares on Nasdaq Stockholm on 31 May 2026 (the last day during the investment period for LTIP 2026)
"Limit Price" = 4 * Starting Price
"Final Price" = The actual closing price of the Company's ordinary shares on Nasdaq Stockholm the trading day that occurs immediately before the resolution of allotment of Performance Shares.
"Entitled Performance Shares" = The number of Performance Shares that a Participant would be entitled to without adjustment.
The new number of Performance Shares shall be no more than the Entitled Performance Shares and not less than the Limit Price / Final Price * Entitled Performance Shares.
If a reduction in accordance with the formula above results in an uneven number of Performance Shares for a Participant, a rounding down shall be made.
The Share Requirement
The Share Requirement relates to the development of the Company's earnings per share after dilution during the programme and is measured against the Company's earnings per share during the 2028 financial year. For allotment, free of charge, of Performance Shares to occur pursuant to the Share Requirement, the Company's earnings per share after dilution during 2028 shall have amounted to a minimum level corresponding to SEK 1.84 and an upper requirement level corresponding to SEK 3.03. Allotment shall occur linearly between these levels.
The Growth Requirement
The Growth Requirement has been set by the Board of Directors as a measure of increased sales during the programme and is measured against the Company's sales during the 2028 financial year. For allotment, free of charge, of Performance Shares to occur pursuant to the Growth Requirement, the Company's sales during 2028 shall have amounted to a minimum level corresponding to SEK 8,700 million and an upper requirement level corresponding to SEK 11,700 million. Allotment shall occur linearly between these levels.
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Hexatronic
N.B. This is an unofficial translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.
The EBITA Requirement
The EBITA Requirement has been set by the Board of Directors as a measure of the Group's EBITA margin over the duration of the programme and is measured against the EBITA margin for the financial year prior to 2028. For allotment, free of charge, of Performance Shares to occur pursuant to the EBITA Requirement, the Company's EBITA margin during 2028 shall have reached a minimum level corresponding to ten point five (10.5) per cent and an upper requirement level of twelve point five (12.5) per cent. Allotment shall occur linearly between these levels.
The Sustainability Requirement
The Sustainability Requirement has been set by the Board of Directors as percentage measure of (i) reduced Scope 1 and Scope 2 emissions compared to the financial year 2024, and (ii) the share of purchased volume from sustainability approved suppliers, during the term of the programme and measured against the results during the 2028 financial year. For each requirement, a minimum level and an upper requirement level has been set. Regarding (i) above, for the financial year 2028 the minimum level has been set to a reduction of twenty-nine (29) per cent and the upper requirement level to a reduction of thirty-one (31) per cent. Regarding (ii) above, for the financial year 2028 the minimum level has been set to sixty (60) per cent and the upper requirement level to seventy (70) per cent.
Terms and conditions of the Share Rights
In addition to what is stated above, the following conditions shall apply to the Share Rights under LTIP 2026:
(a) The Participant must acquire the Saving Shares prior to the beginning of the Vesting Period or, in the case of subsequent additional Participants, at the time determined by the Company's Remuneration Committee.
(b) The Share Rights are vested during the Vesting Period or, in the case of subsequent additional Participants, proportionately, rounded down, calculated linearly on a full-year basis depending on when the additional Participant joins LTIP 2026.
(c) The Share Rights cannot be transferred or pledged.
(d) Each Share Right entitles the Participant, under certain conditions, to receive up to six (6) Performance Shares free of charge after the end of the Vesting Period, provided that, subject to certain exceptions, the Participant has been employed in the Hexatronic Group during the Vesting Period and retains his or her original Saving Shares in the Company.
Additional participants
In the event that a Participant, following a resolution by the Company's Remuneration Committee, is added after 31 May 2026, when calculating the maximum number of Saving Shares that the Participant may acquire, the Participant's annual gross basic salary at the current time and a share price corresponding to the average of the average volume weighted purchase price of the Company's share on Nasdaq Stockholm during a period of ten trading days after the announcement of the quarterly report for the Company that is published immediately before the decision to allow the additional Participant to participate, rounded to the nearest SEK 0.10.
For Saving Shares held by additional Participants within the LTIP 2026, the Company will award Share Rights proportionately, rounded down, calculated linearly on a full-year basis
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Hexatronic
N.B. This is an unofficial translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.
depending on when the additional Participant joins LTIP 2026. Additional Participants will be allotted Performance Shares no earlier than three (3) years after the Participant entered into an agreement to join LTIP 2026.
Delivery of Performance Shares
In order to be able to complete LTIP 2026 in a cost-effective and flexible manner, the Board of Directors proposes that the Annual General Meeting resolves, in accordance with item B below, that the Company's commitments for delivery of and costs attributable to Performance Shares are primarily secured through a directed issue of a maximum of 1,449,621 shares of series C to Danske Bank A/S, Danske Bank filial Sverige (the "Bank"), of which a maximum of 346,577 shares of series C may be issued to cover any social security contributions, with subsequent repurchases and conversion into ordinary shares and decisions on the transfer of own ordinary shares to the CEO and the management team, other senior executives and other key employees within the Hexatronic Group.
The Board of Directors proposes that the Annual General Meeting resolves that a maximum of 1,103,044 ordinary shares may be transferred to Participants in accordance with LTIP 2026 and that a maximum of 346,577 ordinary shares may be transferred on the market to secure social security contributions in connection with LTIP 2026 ("Hedging Shares").
Costs for LTIP 2026
Costs for LTIP 2026 are calculated in accordance with IFRS2 and are reported over the income statement.
The cost is reported linearly over the Vesting Period.
Based on the assumptions that LTIP 2026 will be fully subscribed by thirty-five (35) Participants, that all of these invest the maximum amount allowed in Saving Shares in LTIP 2026, that the share price amounts to SEK thirty (30) at the time of investment, and that all Saving Shares remain at LTIP 2026's end, this means a total cost for LTIP 2026 of approximately SEK 42.8 million, provided that the Performance Requirements are fully achieved.
The above amount also includes social security contributions, which are currently payable at a nominal rate of 31.42 per cent. With an assumed share price at LTIP 2026's end of SEK sixty (60) and otherwise with conditions as above, the social security contributions are estimated to amount to approximately SEK 16.5 million (including tax related effects), provided that the Performance Requirements are fully achieved.
If the Performance Requirements are achieved so that half of the Performance Shares are allocated to the Participants, the corresponding total cost is estimated to amount to SEK 19.3 million. LTIP 2026 has no limit on maximum profit for Participants and therefore no maximum cost of social security contributions can be calculated. However, the Board of Directors has the possibility to limit the costs incurred by the Company under LTIP 2026, through the right to adjust the number of Performance Shares that each individual Participant otherwise would be entitled to upon allotment of Performance Shares, as set forth above.
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Hexatronic
N.B. This is an unofficial translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.
Effects on key performance indicators and dilution
LTIP 2026 is expected to comprise a maximum of 1,103,044 Performance Shares and 346,577 to approximately 0.69 per cent of the Company's total number of outstanding shares after full exercise of ongoing and now resolved incentive programmes.
Outstanding rights to shares under previous long-term incentive programmes and the proposed long-term incentive programme amount to approximately 2.59 per cent of the Company's total number of outstanding shares upon full exercise.
Ongoing incentive programmes including LTIP 2026 are expected to have only marginal impact on significant key performance indicators.
Additional ongoing share-based incentive programmes
For a description of the Company's ongoing long-term incentive programmes, please refer to the Annual Report for the financial year 2025 which will be available on the Company's website, https://group.hexatronic.com/.
Preparation of the proposal and subsequent adjustments
LTIP 2026 has been prepared by the Board of Directors in consultation with the Remuneration Committee and external advisers.
The Board of Directors or a special committee set up by the Board of Directors shall be responsible for the detailed design and management of the terms and conditions for LTIP 2026, in accordance with the above-mentioned terms and conditions including provisions on recalculation in the event of an in-between bonus issue, share split, rights issue and/or other similar events. In connection therewith, the Board of Directors shall have the right to make adjustments to meet specific market conditions. The Board of Directors shall also have the right to make other adjustments for extraordinary one-time costs when determining if the performance requirements have been achieved or exceeded and if there are significant changes in the Hexatronic Group or its operating environment that would result in the decided terms of the LTIP 2026 no longer fulfilling its purposes.
Directed issue of convertible shares of series C, authorisation for the Board of Directors to resolve on the repurchase of all issued redeemable and convertible shares of series C, and transfer of own ordinary shares to Participants in accordance with LTIP 2026
In order to be able to carry out LTIP 2026 in a cost-effective and flexible manner, the Board of Directors proposes that the Company's commitments for delivery of and costs attributable to Performance Shares be secured primarily through a directed issue of convertible shares of series C, with subsequent repurchases and conversion into ordinary shares and resolution on the transfer of own ordinary shares to Participants, as set out in Appendix A.
The reasons for the deviation from the shareholders' preferential rights in the proposed new issue of shares of series C and the purpose of the proposed repurchase authorisation are to ensure delivery of shares to the Participants in accordance with LTIP 2026 and to cover any social security contributions due to LTIP 2026.
Majority requirements and special authorisations
The Board of Directors' proposal for resolutions in accordance with A – B above constitute a package, as the various proposals are dependent on and strongly linked to each other. Therefore, it is proposed that the Annual General Meeting make a single resolution in connection with the abovementioned proposals, in compliance with the majority requirement
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Hexatronic
N.B. This is an unofficial translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.
specified in Chapter 16, Section 8 of the Swedish Companies Act, meaning that the resolution shall be supported by shareholders representing at least nine tenths (9/10) of both the votes cast and the shares represented at the meeting.
The Board of Directors proposes that the Annual General Meeting instructs the Board of Directors to implement the resolution above and to ensure that the Board of Directors transfers the Performance Shares in accordance with what is stated above. The Board further proposes that the Annual General Meeting instructs the Board, or whomever the Board appoints, to make such minor adjustments in the abovementioned proposed resolutions that may prove necessary in connection with registration with the Swedish Companies Registration Office
Item 17 – Resolution to adopt a long-term incentive programme for the Hexatronic Group’s employees outside of Sweden (Warrant programme 2026)
The Board of Directors proposes that the Annual General Meeting resolves on (A) the adoption of a long-term incentive programme (Warrant Programme 2026) directed to the group’s (the “Hexatronic Group”) employees outside of Sweden, and (B) a directed issue of warrants (Series 2026/2029) to the wholly owned subsidiary Proximion AB (“Proximion”) and approval of the transfer of these warrants to participants. The resolution items (A) and (B) are mutually conditioned by each other and are resolved upon as one resolution.
A. Introduction of Warrant Programme 2026
The Board of Directors of the Company proposes that the Annual General Meeting resolves to adopt a long-term incentive programme directed to certain key employees of Hexatronic Group employed outside of Sweden in accordance with the main terms and conditions set out below.
Background
The Company’s Board of Directors is of the opinion that the Warrant Programme 2026 will contribute to higher motivation and commitment among employees and strengthen the bonds between the employees and the Company, rewarding employees’ continued loyalty and thereby the long-term value growth of the Company.
Furthermore, it is the Board’s assessment that the Warrant Programme 2026 will contribute to the opportunities to recruit and retain knowledgeable and experienced employees and is expected to increase employee interest in the business and earnings development in the Company. All in all, it is the Board’s assessment that the Warrant Programme 2026 will be beneficial for both the employees and for the Company’s shareholders through an increased share value.
Warrant Programme 2026
The Board of Directors proposes that the Annual General Meeting resolves on a directed share issue of a maximum of 745,000 warrants (hereinafter referred to as “Warrants”) and the subsequent transfer of a total of not more than 745,000 Warrants. The right to subscribe for Warrants shall only vest with Proximion, with the right and obligation for Proximion to manage the Warrants in accordance with the terms of the Warrant Programme 2026 and transfer the Warrants to participants free of charge. Each Warrant entitles the holder to subscribe for one ordinary share in the Company. The Warrants shall be issued free of charge to Proximion.
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Hexatronic
N.B. This is an unofficial translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.
Participants in the Warrant Programme 2026 shall, upon receipt of the offer, but no later than 31 May 2026, notify Proximion of the number of Warrants that the participant wishes to receive. In the event that a participant's employment ends during the term of the Warrants, the Warrants shall be returned without consideration or other remuneration.
Subscription of ordinary shares shall be possible during the period from and including 13 May 2029 up to and including 13 June 2029. The subscription price for ordinary shares subscribed for pursuant to the Warrants shall be set at 135 per cent of the volume-weighted average share price of the Hexatronic share during the measurement period from and including 13 May 2026 up to and including 23 May 2026. The subscription price shall be paid in cash or by set-off. The Company shall have the right, but not the obligation, at the request of participants who are unable to pay subscription proceeds in cash, to acquire at market price such number of Warrants as enable the participant to exercise the remaining Warrants to subscribe for ordinary shares, whereby the subscription proceeds are paid by offsetting against the receivable on divested Warrants.
The exercise price, as set out above, shall be rounded to the nearest SEK 0.10, whereby SEK 0.05 shall be rounded downwards. The exercise price and the number of shares to which each Warrant entitles to subscription shall be recalculated in the event of a split, consolidation, new share issue etc. in accordance with market practice.
Allocation of Warrants
The Warrant Programme 2026 shall comprise approximately 90 key employees, employed mainly in England, Belgium, Norway, Denmark, Finland, USA, Canada, Germany, Austria, Estonia, Latvia, Lithuania, Italy, Australia, South Korea, the Netherlands, New Zealand and Iceland and in total relate to a maximum of 744,000 Warrants. The maximum number of Warrants per participant in the Warrant Programme 2026 is not more than 20,000 Warrants for key employees.
In the event of changes in positions and employments, remaining Warrants in one category may be used in another category. The Board of Directors may decide that such Warrants that are not allotted in accordance with the above shall later be allocated to any new employees within the Hexatronic Group.
Effects on key performance indicators and costs
The Warrants are issued free of charge to the participants and may incur social security contributions and costs in accordance with the accounting rules in IFRS2. The Board of Directors estimates that these costs will be relatively limited.
Since the Company's costs for the Warrant Programme 2026 will be relatively limited, the Board of Directors has decided not to propose to the Annual General Meeting to decide on measures to cover these.
Ongoing incentive programmes including Warrant Programme 2026 are expected to have only marginal impact on significant key performance indicators.
Dilution
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. If all
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Hexatronic
N.B. This is an unofficial translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.
outstanding incentive programmes in the Company are included in the calculation, the corresponding maximum dilution, at the time of the Annual General Meeting, amounts to approximately 2.59 per cent of the capital and the number of votes related to ordinary shares.
Additional ongoing share-based incentive programmes
For a description of the Company's ongoing long-term incentive programmes, please refer to the Annual Report for the financial year 2025 which will be available on the Company's website, https://group.hexatronic.com/.
Preparation of the proposal and subsequent adjustments
The Warrant Programme 2026 has been prepared by the Board of Directors in consultation with company management and external advisors.
The Board of Directors or a special committee set up by the Board of Directors shall be responsible for the detailed design and management of the terms and conditions for the Warrant Programme 2026, in accordance with the above-mentioned terms and conditions including provisions on recalculation in the event of an in-between bonus issue, share split, rights issue and/or other similar events. In connection therewith, the Board of Directors shall have the right to make adjustments to meet specific market conditions. The Board of Directors shall also have the right to make other adjustments for extraordinary one-time costs and if there are significant changes in the Hexatronic Group or its operating environment that would result in the decided terms of the Warrant Programme 2026 no longer fulfilling its purposes.
B. Directed issue of warrants, Series 2026/2029, to the wholly owned subsidiary Proximion, and approval of the transfer of these to participants under the Warrant Programme 2026
The Board of Directors proposes that the Annual General Meeting resolves to issue not more than 745,000 Warrants, as a result of which the Company's share capital may increase by a maximum of SEK 7,450. The following conditions shall apply.
-
The right to subscribe for Warrants shall, with deviation from the shareholders' preferential rights, vest with Proximion, which shall then transfer the Warrants to the appropriate participants in the Warrant Programme 2026. Each Warrant entitles the holder to subscribe for one share. The Warrants shall be issued free of charge to Proximion.
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Each warrant entitles the holder to subscribe for one new ordinary share in Hexatronic Group AB (publ) during the period from and including 13 May 2029 up to and including 13 June 2029 at a subscription price of 135 per cent of the volume-weighted average share price of the Hexatronic share during the measurement period from and including 13 May 2026 up to and including 23 May 2026. The Board of Directors has the right to extend the subscription period, but no more than six months. The exercise price and the number of shares that each Warrant entitles to subscription of shall be recalculated in the event of a split, reverse share split, new issue of shares, etc. in accordance with market practice. The amount that, in the case of share subscription, exceeds the quota value shall be transferred to the free premium fund.
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Hexatronic
N.B. This is an unofficial translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.
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Subscription of Warrants must be made on the subscription list no later than 31 May 2026. However, the Board of Directors shall have the right to extend the subscription period.
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The Warrants are issued free of charge to Proximion.
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New shares pursuant to subscription entitle to dividends for the first time on the record date for dividends that occurs immediately after subscription has been effected.
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The warrants shall in all other respects be governed by the terms and conditions set forth in Appendix A.
The Board of Directors also proposes that the Annual General Meeting resolves to approve that Proximion, in accordance with the incentive programme, may transfer Warrants to participants in the Warrant Programme 2026 and manage Warrants in accordance with the Warrant Programme 2026. Proximion shall have the right to retain such Warrants that are not allotted in accordance with the above for later allotment to additional employees within the Hexatronic Group as decided by the Company's Board of Directors.
It is further proposed that the Board of Directors, or whomever they appoint, should be authorised to undertake such minor adjustments in the resolution that may be required for the registration with the Swedish Companies Registration Office.
Oversubscription cannot be made.
The rationale for the deviation from the shareholders' preferential rights is to implement incentive programmes for employees outside of Sweden in the Hexatronic Group.
Majority requirements and special authorisations
The Board of Directors' proposal for resolutions in accordance with A – B above constitute a package, as the various proposals are dependent on and strongly linked to each other. Therefore, it is proposed that the Annual General Meeting make a single resolution in connection with the abovementioned proposals, in compliance with the majority requirement specified in Chapter 16, Section 8 of the Swedish Companies Act, meaning that the resolution shall be supported by shareholders representing at least nine tenths (9/10) of both the votes cast and the shares represented at the meeting.
The Board of Directors proposes that the Annual General Meeting instructs the Board of Directors to implement the resolutions above and to ensure that the Board of Directors in Proximion transfers the Warrants in accordance with what is stated above.
The Board further proposes that the Annual General Meeting instructs the Board, or whomever the Board appoints, to make such minor adjustments in the abovementioned proposed resolutions that may prove necessary in connection with registration with the Swedish Companies Registration Office.
Item 18 – Resolution to authorise the Board of Directors to resolve on the acquisition and transfer of own shares
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors, for the period until the end of the next Annual General Meeting, on one or several occasions, to resolve to acquire the Company's own ordinary shares. The Board of
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exatronic
N.B. This is an unofficial translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.
Directors further proposes that the Annual General Meeting resolves to authorise 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. The following conditions shall apply.
Ordinary shares may be acquired to the extent that the Company's holding of its own shares, on any occasion, does not exceed ten (10) per cent of the Company's total outstanding shares (regardless of share class).
The ordinary shares may be acquired through an offer directed to all shareholders or through trading on Nasdaq Stockholm. Upon acquisition of own ordinary shares through trading on Nasdaq Stockholm the price shall correspond to the price interval on Nasdaq Stockholm registered at any given time, by which is meant the interval between the highest purchase price and the lowest sale price in the Company's ordinary shares. Acquisition offers directed to all shareholders may only be made for consideration in cash and shall be made at a price corresponding to the registered price interval at any given time with a maximum deviation of thirty (30) per cent upwards.
The purpose of the proposed 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.
Transfer of own ordinary shares may be made through transfer on Nasdaq Stockholm at a price within the price interval on Nasdaq Stockholm registered at any given time, which means the interval between the highest purchase price and the lowest sale price in the Company's ordinary shares. Transfer of ordinary shares acquired in accordance with the above may also take place outside Nasdaq Stockholm, with or without deviation from the shareholders' preferential rights and with or without provisions on non-cash consideration or right of set-off. Transfer of own ordinary shares may, for example, be used as a means of payment in connection with company acquisitions on terms in accordance with the Swedish Companies Act's rules on new issues. Such transfer may be made at a price in cash, or value of property obtained, which, in the case of a business acquisition, corresponds to the stock exchange price in the Company's ordinary shares at the time of the transfer.
If the exercise of the authorisation regarding the acquisition and transfer of own ordinary shares is combined with the exercise of the authorisation regarding the new issue of shares, warrants and/or convertibles, item 19 on the agenda, for the purpose of financing all or part of the purchase price in the event of one and the same business acquisition or one and the same investment in connection with the conclusion of a new contract or the start-up of a new business area, the number of ordinary shares transferred and financial instruments issued during the period until the end of the next Annual General Meeting, together may not exceed ten (10) per cent of all outstanding shares in the Company at the time of the resolution authorizing a new issue.
The possibility of deviation from the shareholders' preferential rights when transferring own ordinary shares is justified by the fact that transfer of ordinary shares on 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 ordinary 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.
The Board of Directors, or any person appointed by the Board of Directors, shall have the right to make any adjustments or amendments of the above resolution which may be required in
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^{}[]hexatronic
N.B. This is an unofficial translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.
connection with the registration of such resolution and to take any other measure deemed necessary for the execution of the resolution.
Item 19 – Resolution to authorise the Board of Directors to resolve on new issues of shares, warrants and/or convertibles
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors, for the period until the end of the next Annual General Meeting, on one or several occasions and with or without deviation from the shareholders' preferential rights, to resolve on new share issues, warrants and/or convertibles corresponding to not more than ten (10) per cent of the registered share capital in the Company at the time of the issue resolution.
The authorisation may be utilised for new issues, which may be made with provisions regarding contribution in cash, in kind or through set-off. In order to enable delivery of shares in connection with a cash issue as described above, this may, if the Board of Directors deems it appropriate, be made at a subscription price corresponding to the quota value of the shares, whereby the issue is directed to an issuing agency acting as a settlement bank for investors.
If the Board resolves to issue shares with deviation from the shareholders' preferential rights, the reason shall be to enable the Company to, in a swift and efficient manner, carry out capital raises with or without connection to company acquisitions.
If the exercise of the authorisation regarding a new share issue is combined with the exercise of the authorisation regarding the acquisition and transfer of own ordinary shares, item 18 on the agenda, in order to finance all or part of the purchase price in one and the same company acquisition, the number of shares transferred and issued during the period until the end of the next Annual General Meeting, together may not exceed ten (10) per cent of all shares in the Company at the time of the resolution to authorise a new share issue.
MISCELLANEOUS
Special majority requirement
For valid resolutions in accordance with item 16 and 17 above, it is required that the proposals be supported by at least nine tenths (9/10) of the shares represented and votes cast at the Annual General Meeting.
For valid resolutions in accordance with item 18 and 19 above, it is required that the proposals be supported by at least two thirds (2/3) of the shares represented and votes cast at the Annual General Meeting.
Number of shares and votes
As per the date of this notice, the total number of outstanding shares in the Company is 209,464,753 of which 205,637,228 are ordinary shares and 3,827,525 are shares of series C. The Company holds all shares of series C. The total number of votes in the Company amounts to 206,019,980.5, of which the Company holds 382,752.5 votes that are not represented at the Annual General Meeting.
Documentation
The annual report, the Board of Directors' remuneration report and all other documentation for resolutions and documentation pursuant to the Swedish Companies Act are available at the Company's office at Hexatronic Group AB (publ), Sofierogatan 3A, SE-412 51 Gothenburg, and at the Company's website, www.hexatronicgroup.com, no later than three weeks before the Annual General Meeting. Moreover, the Nomination Committee's motivated statement is available at the Company's above address, as well as on the Company's website, from the
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Hexatronic
N.B. This is an unofficial translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.
date of this notice. Copies of the documents will be sent to shareholders who so request and who inform the Company of their postal address.
The Board of Directors' proposal in accordance with item 18 and 19 above are fully formulated in the convening notice.
Shareholders' right to obtain information
Shareholders are reminded of their right to, at the Annual General Meeting, obtain information from the Board of Directors and CEO in accordance with Chapter 7 Section 32 of the Swedish Companies Act. Shareholders who wish to submit questions in advance may do so by sending post to Hexatronic Group AB (publ), AGM 2026, Sofierogatan 3A, SE-412 51 Gothenburg or via e-mail to [email protected].
Processing of personal data
For information about how your personal data is processed, it is referred to the privacy notice available at Euroclear's webpage: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Gothenburg in April 2026
Hexatronic Group AB (publ)
The Board of Directors
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