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Hexagon’s Annual General Meeting (AGM) resolves on procedures for the appointment and work of the Nomination Committee.

The AGM has resolved that the Nomination Committee’s assignment shall comprise the preparation and presentation of proposals to the shareholders at the AGM on the election of Board members, Chairman of the Board, Chairman of the AGM, and the company’s auditors. In addition, the Nomination Committee presents proposals regarding remuneration of the Board of Directors (including for committee work) and the auditors.

The Nomination Committee shall consist of representatives for major shareholders of the company elected by the AGM. In case a shareholder, who a member of the Nomination Committee represents, is no longer one of the major shareholders of Hexagon or if a member of the Nomination Committee is no longer employed by such shareholder or for any other reason leaves the Committee before the next AGM, the Committee is entitled to appoint another representative among the major shareholders to replace such a member. No fees are paid to the members of the Nomination Committee.

At the AGM 2024 Mikael Ekdahl (Melker Schörling AB) and Jan Dworsky (Swedbank Robur fonder), Brett Watson (Infor) and Daniel Kristiansson (Alecta) were re-elected as members of the Nomination Committee in respect of the AGM 2025. Mikael Ekdahl was appointed Chair of the Nomination Committee. The Chair of the Board shall be co-opted to the Nomination Committee.

Shareholders who wish to submit proposals to the Nomination Committee can do so by using Hexagon AB, Attn: The Nomination Committee, P.O. Box 3692, SE-103 59 Stockholm, Sweden or by e-mail to [email protected]. The Nomination Committee’s proposals are published at the latest in conjunction with the formal notification of the AGM 2025.

The Audit Committee is appointed annually by the Board, and its purpose is to consider issues regarding tendering and remunerating auditors on behalf of the Board, including reviewing and surveying the auditors’ impartiality and independence, considering plans for auditing and the related reporting, to quality assure the company’s financial reporting, and to meet the company’s auditors on an ongoing basis to stay informed on the orientation and scope of the audit. The Audit Committee’s tasks include monitoring external auditors’ activities, and the company’s internal control systems, the current risk situation and the company’s financial information, and other issues the Board assigns the Committee to consider. The Committee has not been authorised to make any decisions on behalf of the Board.

The members of the Audit Committee are:

The Remuneration Committee is appointed by the Board annually, and its task is to consider issues regarding remuneration to the President and CEO and executives that report directly to the CEO, on behalf of the Board, and other similar issues that the Board assigns the Committee to consider. The Committee has not been authorised to make any decisions on behalf of the Board.

The members of the Remuneration Committee are: