Extraordinary shareholders' meeting in Hexagon AB (publ) Not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, Australia or Japan. The shareholders of Hexagon AB are hereby invited to attend an Extraordinary Shareholders' Meeting to be held at 10:00 CET Wednesday 24 November 2010 at Torsgatan 11 in Stockholm, Sweden. A. RIGHT OF PARTICIPATION Shareholders who wish to attend the General Meeting must: - be recorded in the share register maintained by Euroclear Sweden AB, as of Thursday 18 November 2010, and - notify the Company of their intention to participate by mail to Hexagon AB, ”Bolagsstämma”, Box 3692, 103 59 Stockholm, Sweden, or by e-mail to bolagsstamma@hexagon.se, by 12:00 CET on Thursday 18 November 2010 at the latest. On giving notice of attendance, the shareholder shall state name, personal identity number or corporate identity number, address, telephone number (daytime) and shareholding. Original proxy to act on behalf of a shareholder shall be attached to the notice of attendance. A proxy template is available on the Company's website, www.hexagon.se (http://www.hexagon.se/), and is sent by mail to shareholders who contact the Company providing their addresses. Representative of a legal entity shall submit a copy of a registration certificate or similar documents of authorization. In order to participate in the proceedings of the General Meeting, owners with nominee registered shares must request their bank or broker to have their shares temporarily owner-registered with Euroclear Sweden AB. Such registration must be made as of Thursday 18 November 2010, and the bank or broker should therefore be notified in due time before the said date. B. AGENDA Proposal for agenda 1. Opening of the Meeting. 2. Election of Chairman of the Meeting. 3. Drawing up and approval of the voting list. 4. Approval of the agenda. 5. Election of one or two persons to approve the minutes. 6. Determination of compliance with the rules of convocation. 7. Resolution on change of the Company's accounting currency to euro. 8. Approval of the resolution by the Board of Directors on a new share issue. 9. Closing of the Meeting. Election of Chairman of the Meeting (item 2 on the agenda) The Nomination Committee of the Company, comprising of Mikael Ekdahl (Melker Schörling AB), Anders Algotsson (AFA Försäkring), Fredrik Nordström (AMF), Jan Andersson (Swedbank Robur fonder) and Henrik Didner (Didner & Gerge Aktiefond), has proposed the Chairman of the Board of Directors, Melker Schörling, to be elected Chairman of the Meeting. Resolution on change of the Company's accounting currency to euro (item 7 on the agenda) The Board of Directors proposes that the Company shall have euro as its accounting currency effective as of 1 January 2011 and, on the basis hereof, to amend the articles of association of the Company to this effect. A resolution according to this item 7 requires support by shareholders with at least two-thirds of both the votes cast and the shares represented at the General Meeting in order to be valid. Approval of the resolution by the Board of Directors on a new share issue (item 8 on the agenda) The Board of Directors proposes that the General Meeting shall approve the resolution by the Board of Directors on 22 October 2010 that the Company's share capital shall be increased through a preferential issue of new shares on the following main terms and conditions. The Board of Directors, or anyone appointed among the board members, shall be authorised to no later than the fifth business day prior to the record date, determine the maximum amount that the Company's share capital shall be increased by, the maximum number of class A and class B shares to be issued and the subscription price to be paid for each new share. Each owner of class A or class B shares shall have preferential rights to subscribe for new shares of the same class in relation to the number of shares previously held (primary preferential rights). Shares that are not subscribed for using primary preferential rights shall be offered to all shareholders for subscription (subsidiary preferential rights). Record date for determination of which shareholders are eligible for participation in the new share issue with preferential rights shall be 29 November 2010. Subscription for new shares shall be carried out during the time period from 2 December 2010 to 16 December 2010, or such later date as the Board of Directors may decide. Subscription for shares through exercise of subscription rights shall be made by simultaneous cash payment. Subscription without subscription rights shall be made on a separate subscription list and payment be made in cash at the latest 5 January 2011, or such later date as the Board of Directors may decide. In the event that not all shares are subscribed for by exercise of subscription rights, the Board shall resolve on allotment, within the maximum amount of the new share issue, to those who have given notice of interest to subscribe for shares without subscription rights, if full allotment cannot be made, in proportion to their notified interests. The new shares shall entitle to dividend as from the first record date for dividend to occur after the registration of the new share issue with the Swedish Companies Registration Office. C. AVAILABLE DOCUMENTS The complete proposal by the Board of Directors regarding change of accounting currency together with the rights issue resolution and documents pursuant to Chapter 13, Section 6, of the Swedish Companies Act, will be held available at the Company's head office in Stockholm, Sweden, as from Wednesday 10 November 2010. Copies of the documents will be sent to shareholders who so request and provide their addresses and will also be available at the Company's website, www.hexagon.se, and at the General Meeting. D. NUMBER OF SHARES AND VOTES IN THE COMPANY The total number of shares in the Company amounts to 265 519 770, whereby 11 812 500 shares are of series A (with 10 votes per share), and 253 707 270 shares are of series B (with 1 vote per share). The total number of votes in the Company amounts to 371 832 270. At the time of this notice, the Company owns 1 152 547 of its own shares of series B representing 1 152 547 votes. Stockholm in October 2010 The Board of Directors Hexagon AB (publ) This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The shares in Hexagon AB have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Such shares may not be offered or sold in the United States (as such term is defined in Regulation S under the Securities Act) except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States. Copies of this press release are not being made and may not be distributed or sent into the United States. This press release is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). The subscription rights and the shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. In any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the “Prospectus Directive”) other than Sweden, this press release is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive (or are other persons to whom a public offering of securities may lawfully be addressed under the Prospectus Directive). This press release may contain forward-looking statements. When used in this press release, words such as “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan” and “project” are intended to identify forward-looking statements. They may involve risks and uncertainties, including technological advances in the measurement field, product demand and market acceptance, the effect of economic conditions, the impact of competitive products and pricing, foreign currency exchange rates and other risks. These forward-looking statements reflect the views of Hexagon's management as of the date made with respect to future events and are subject to risks and uncertainties. All of these forward-looking statements are based on estimates and assumptions made by Hexagon's management and are believed to be reasonable, though are inherently uncertain and difficult to predict. Actual results or experience could differ materially from the forward-looking statements. Hexagon disclaims any intention or obligation to update these forward-looking statements. This press release consists of such information that Hexagon AB (publ) may be obliged to disclose in accordance with the Swedish Securities Market Act and /or the Financial Instruments Trading Act. The information was submitted for publication on 25 October 2010 at 08:00 CET.
Extraordinary shareholders' meeting in Hexagon AB (publ)
| Source: Hexagon AB
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