NOTICE TO THE ANNUAL GENERAL MEETING OF HEXPOL AB (publ)

Shareholders of HEXPOL AB are hereby summoned to the Annual General Meeting
(AGM) to be held at 3 p.m. CET on Wednesday, 7 May 2014 at Malmö Börshus at the
address Skeppsbron 2, Malmö, Sweden.

A. RIGHT TO PARTICIPATE IN THE ANNUAL GENERAL MEETING

Shareholders who wish to participate in the AGM must:

firstly, be registered in the share register maintained by Euroclear Sweden AB
no later than Wednesday 30 April 2014, and

secondly, notify the company of their intention to attend the AGM under the
address HEXPOL AB, “Annual General Meeting”, Skeppsbron 3, SE-211 20 Malmö, by e
-mail to info@hexpol.com or at the website www.hexpol.com no later than Friday 2
May 2014.

In connection with notification, shareholders must state their name, address,
telephone number (daytime), personal or corporate identity number and
information concerning their shareholding. For shareholders who will be
represented by proxy at the Annual General Meeting, the original version of a
signed and dated power of attorney must be enclosed with the notification. A
form for the power of attorney is available on the company’s website,
www.hexpol.com and will be sent by mail on request to shareholders who state
their address. For those representing a legal entity, a verified copy of the
registration certificate or corresponding document showing the company’s
signatories must also be submitted.

In order to be entitled to participate in the AGM, shareholders whose
shareholding is registered in the name of a trustee must re-register their
shares in their own name at Euroclear Sweden AB. Shareholders who require such
re-registration should notify their trustee well in advance of 30 April 2014,
when such re-registration must have been completed.

B. AGENDA OF THE ANNUAL GENERAL MEETING

Proposal for agenda

1.      Opening of the Meeting.

2.      Election of Chairman of the Meeting.

3.      Preparation and approval of the list of shareholders entitled to vote at
the Meeting.

4.      Approval of the agenda.

5.      Election of one or two officers to verify the minutes.

6.      Determination of whether the Meeting has been duly convened.

7.      Address by the President.

8.      Presentation of

         a) the annual report and the auditors’ report, as well as the
consolidated financial report and auditors’ report on the consolidated financial
report for the financial year 2013, and

         b) statement from the company’s auditor confirming compliance with the
guidelines for the

         remuneration of senior executives that have applied since the preceding
AGM.

9.      Resolutions concerning

         a) adoption of the income statement and balance sheet, and of the
consolidated income statement and consolidated balance sheet, all as per 31
December 2013,

         b) disposition of the Company’s profit as set forth in the balance
sheet adopted by the Meeting and the record date for dividend distribution, and

         c) discharge of the Board of Directors and the President from personal
liability.

10.    Determination of the number of members and deputy members of the Board.

11.    Determination of the fees to be paid to the Board members and auditors.

12.    Election of members of the Board.

13.    Election of auditor.

14.    Election of members of the Nomination Committee.

15.    Determination of guidelines for the remuneration of senior executives.

16.    Closing of the Meeting.

Proposals

Election of Chairman of the Meeting (Item 2)

The Nomination Committee elected at the 2013 AGM, comprising Mikael Ekdahl
(Melker Schörling AB), Åsa Nisell (Swedbank Robur fonder), Henrik Didner (Didner
& Gerge Fonder) and Anders Algotsson (AFA Försäkring), has proposed that
Chairman of the Board Melker Schörling be elected Chairman of the 2014 AGM.

Proposed disposition of the Company’s profit (Item 9 b)

The Board proposes that a dividend of SEK 9 per share be declared and that the
record date for the dividend shall be 12 May 2014. If the AGM so resolves, the
dividend is expected to be distributed by Euroclear Sweden AB on 15 May 2014.

Proposals regarding election of Board members and fees (Items 10-12)

The Nomination Committee proposes the following:

-        The number of Board Members shall be seven, without deputies.

-        Directors’ fees shall be paid as follows: SEK 575,000 to the Chairman
of the Board and SEK 285,000 to each of the other Board Members elected by the
AGM who are not employed by the company. As remuneration for committee work, the
chairman of the Audit Committee shall receive SEK 200,000 and each member of the
Audit Committee SEK 100,000 and the chairman of the Remuneration Committee shall
receive SEK 75,000 and member of the Remuneration Committee SEK 50,000.

-        Re-election of Board Members Melker Schörling, Georg Brunstam, Alf
Göransson, Jan-Anders Månson, Malin Persson and Ulrik Svensson, and new-election
of Märta Schörling as ordinary Board Members.

-        Re-election of Melker Schörling as the Chairman of the Board.

Märta Schörling (born 1984) holds an M.Sc. in Business Administration from
Stockholm School of Economics and is active at Pond Innovation & Design. She is
a Board Member of Melker Schörling AB (publ) since 2010 and of AarhusKarlshamn
AB (publ) since 2013.

Proposal regarding election of auditor (Item 13)

The Nomination Committee proposes that the registered auditing firm Ernst &
Young AB is re-elected as the company’s auditor for a period of one year,
whereby it is noted that the auditing firm has notified that, if the auditing
firm is re-elected, the authorised public accountant Stefan Engdahl will be
appointed principally responsible auditor. Fees to auditors shall be payable
according to contract.


Proposal regarding election of members of the Nomination Committee (Item 14)

Shareholders jointly representing approximately 58 per cent of the voting rights
in the company propose that the AGM resolve as follows pertaining to Nomination
Committee prior to the AGM 2015.

-        The Nomination Committee shall have four members.

-        Re-election of Mikael Ekdahl (Melker Schörling AB), Åsa Nisell
(Swedbank Robur fonder), Henrik Didner (Didner & Gerge Fonder) and Anders
Algotsson (AFA Försäkring).

-        Re-election of Mikael Ekdahl as Chairman of the Nomination Committee.

-        Should a shareholder who is represented by one of the Nomination
Committee’s members cease to belong to the largest shareholders in HEXPOL in
terms of voting rights, or should a member of the Nomination Committee no longer
be employed by such a shareholder or for some other reason decide to step down
from the Nomination Committee prior to the AGM 2015, the Nomination Committee
shall be entitled to appoint another representative of the largest shareholders
in terms of voting rights to replace such a member.

Proposal for guidelines for remuneration to senior executives (Item 15)

The Board of Directors proposes that the AGM 2014 resolves on guidelines for
remuneration of the CEO and other senior executives in accordance with the
following.

The remuneration shall consist of basic remuneration, variable remuneration,
other benefits and pension. The variable remuneration shall be based on earnings
and the return on capital employed. Other senior executives are defined as
members of the Group Management, currently the CFO and the company’s business
and product area managers. The total remuneration shall be in accordance with
the market practice and be competitive to secure that the HEXPOL Group will be
able to attract and retain competent senior executives.

The variable part of the salary shall be related to the earnings trend on which
the individual may have an impact and be based on the outcome in relation to
individually established goals. The variable part of the salary shall be
maximized in relation to the fixed remuneration. The variable remuneration shall
not qualify for pension. The variable remuneration is capped and shall
constitute a maximum of 120 per cent of the basic remuneration.

Pension benefits shall either be benefit or fee based, or a combination of both,
with an individual pension age, however, never lower than 60 years.

The notice period shall normally be six months on the part of the employee.
Between the company and the managing director, the managing director is entitled
to a notice period of six months. At notice of termination by the company, a
notice period of 24 months shall apply. For other senior executives the notice
period shall be six months and on the part of the company normally 12 months.

Remuneration to the managing director and other senior executives shall be
prepared by the Remuneration Committee of the Board of Directors and resolved by
the Board of Directors based on the proposal of the Remuneration Committee.

These guidelines shall comprise officials who during the validity of these
guidelines are part of the Group Management. The guidelines shall apply to
employment contracts entered into after the resolution of the Annual General
Meeting, and to any amendments of existing contracts. The Board shall be
entitled to depart from the guidelines if there are exceptional reasons for
doing so in individual cases.


C.  NUMBER OF SHARES AND VOTES IN THE COMPANY

The total number of shares in the company is 34,420,128, of which 1,476,562
shares

are of Series A and 32,943,566 shares of Series B. The total number of voting
rights in the company is 47,709,186.

D.  AVAILABLE DOCUMENTATION

The Annual Report and the auditor’s statement, including the Board’s proposal
for guidelines for remuneration to senior executives, as well as the auditors’
statement regarding whether the guidelines have been complied with and the
Board’s complete proposal concerning Item 15, as well as the Board’s motivated
statement to the proposal for dividend distribution according to Item 9 b) will
be available for the shareholders at the company’s office in Malmö no later than
Wednesday, 16 April 2014. Copies of the documents will be sent to those
shareholders who request to receive such information and who have provided their
address. They will also be available on the company’s website www.hexpol.com and
at the AGM.

E.  INFORMATION AT THE ANNUAL GENERAL MEETING

At the AGM, the Board and the President shall, if requested by a shareholder and
the Board considers that it can be done without material damage to the company,
provide information regarding issues that may (i) affect the assessment of an
item on the agenda, (ii) affect the assessment of the company’s or a
subsidiary’s financial situation or (iii) concern the company’s relation to
another group company. A shareholder who so requests may send questions in
advance by mail to HEXPOL AB, ”Annual General Meeting”, Skeppsbron 3, SE-211 20
Malmö, Sweden, or by email to info@hexpol.com.

Malmö in March 2014

HEXPOL AB (publ)

Board of Directors