Notice to attend extraordinary general meeting in Hexicon AB (publ)
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Energi & Miljö |
| Industri | Energikällor |
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The shareholders in Hexicon AB (publ), reg. no. 556795-9894 (the “Company”), are hereby given notice to attend an extraordinary general meeting at 10.00 a.m. on Wednesday 18 February 2026 at Setterwalls Advokatbyrå’s offices at Sturegatan 10 in Stockholm, Sweden. Registration for the meeting commences at 09.30 a.m.
Notice
Shareholders wishing to participate at the meeting must:
(i) be entered in the shareholders’ register, kept by Euroclear Sweden AB on the record day which is Tuesday 10 February 2026; and
(ii) notify the Company of their attendance and any assistant no later than Thursday 12 February 2026. Notification can be made via letter to Setterwalls Advokatbyrå AB, Attn: Jonathan Nyholm, P.O. Box 1050, SE-101 39 Stockholm, Sweden or by e-mail to [email protected].
Notification shall include full name, personal identification number or corporate registration number, address and daytime telephone number and, where appropriate, information about representative, proxy and assistants. The number of assistants may not be more than two. In order to facilitate entry to the meeting, notification should, where appropriate, be accompanied by powers of attorney, registration certificates and other documents of authority.
Nominee registered shares
Shareholders who have their shares registered in the name of a nominee must request temporary entry in the transcription of the share register kept by Euroclear Sweden AB (so-called voting rights registration) in order to be entitled to participate and vote for their shares at the meeting. The shareholder must inform the nominee well in advance of Tuesday 10 February 2026, at which time the register entry must have been made. Voting rights registration that has been requested by the shareholder at such time that the registration has been completed by the nominee no later than Thursday 12 February 2026, will, however, be taken into account in the preparation of the share register.
Proxy voting
A shareholder represented by proxy shall issue a power of attorney which shall be dated and signed by the shareholder. If issued by a legal entity, the power of attorney shall also be accompanied by registration certificate or, if not applicable, equivalent documents of authority. Power of attorney forms for those shareholders wishing to participate by proxy will be available on the Company’s website www.hexicongroup.com. The original version of the power of attorney shall also be presented at the meeting.
Processing of personal data
For information regarding how your personal data is processed in connection with the general meeting, please refer to the privacy policy on Euroclear Sweden AB’s website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Proposed agenda
1. Opening of the meeting and election of chairman of the meeting,
2. Preparation and approval of voting list,
3. Approval of the agenda,
4. Election of one or two persons who shall approve the minutes of the meeting,
5. Determination of whether the meeting has been duly convened,
6. Resolution regarding issue of warrants,
7. Resolution regarding approval of loan agreement, and
8. Closing of the meeting.
PROPOSED RESOLUTIONS ETC.
Item 1. Opening of the meeting and election of chairman of the meeting
The board of directors proposes that attorney Martin Sandgren is elected chairman of the meeting.
Item 6. Resolution regarding issue of warrants
The board of directors refers to the general meeting resolve on carrying out a private placement in respect of not more than 5,600,000 warrants, entailing an increase in the share capital of not more than SEK 56,000 if the private placement is fully taken up.
The resolution shall otherwise be governed by the following terms and conditions.
- The right to subscribe for the warrants, shall with deviation from the shareholders´ preferential rights only belong to the natural and legal persons listed below. The reason for the deviation from the shareholders' preferential rights is to fulfil the Company's obligations under the loan agreement entered into with the subscribers listed below.
| Entitled to subscribe | Number of warrants (maximum) |
| Health Runner AB | 1,000,000 |
| Gulfstream Investment Group LLC | 2,000,000 |
| Dabok Advisory AB | 1,000,000 |
| Björn Segerblom | 1,600,000 |
| Total | 5,600,000 |
- The warrants shall be issued at no consideration.
- Subscription for the warrants shall take place within three weeks of the date of the resolution to issue warrants.
- The board of directors shall be entitled to extend the subscription period.
- The warrant may be exercised to subscribe for new shares during the first week of any calendar quarter from and including the second quarter of 2026 up to and including the first week in January 2029. Any share premium shall be transferred to the unrestricted premium reserve.
- Each warrant entitles its holder to subscribe for one (1) new share in the Company, at a subscription price per share of SEK 0.40. The subscription price shall never be lower than the quotient value of the Company’s shares.
- In the event that the Company undertakes or announces the intention to undertake a new issuance of shares, warrants, or convertible debentures (a “New Issue”) during the term of the warrants, the following shall apply: The term of the warrants shall be extended by one (1) year from the original expiration date, and the subscription price of the warrants shall be adjusted to the lower of (i) the offering price per new share in the New Issue multiplied by 1.2 (the offering price refers to the subscription price for new shares, the subscription price of warrants, or the conversion price for convertibles in the New Issue), or (ii) SEK 0.40. However, the subscription price shall never be lower than the quotient value of the Company’s shares.
- The complete terms and conditions for the warrants will be available on the Company’s website www.hexicongroup.com.
- The board of directors or a person appointed by the board of directors shall be authorised to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office.
Item 7. Resolution regarding loan agreement
Since two of the parties to the loan agreement (Total amount of SEK 2,800,000) that the Company has entered into with the subscribers are related parties to two members of the Board (Board member Bjarne Borg in respect of Gulfstream Investment Group LLC (SEK 1,000,000) and Mia Batljan in respect of Health Runner AB (SEK 500,000)), the Board submits the loan agreement to the General Meeting for approval in connection with the proposed resolution on a directed share issue. The loan, bearing interest at a rate of 17.76% per annum, matures on 30 June 2027. The warrants form part of the loan agreement.
The loan is necessary to finance certain costs in Freia Offshore AB outside the Company’s existing loan agreement with Nuveen, in order to enable the conversion of part of Wallstreet’s loan into equity ownership in Freia, in accordance with the existing memorandum of understanding (MoU) from September 2025. The terms of the loan agreement were negotiated at arm’s length with one of the non-related lenders and are substantially the same as those in the extension of the revolving credit facility in September 2025.
Particular majority requirements
A resolution pursuant to item 6 is only valid if approved by shareholders holding not less than nine-tenths of both the votes cast and of the shares represented at the general meeting.
Number of shares and votes in the company
The total number of shares and votes in the Company at the time of issuance of this notice is 363,802,686. The Company does not hold any of its own shares.
Shareholders’ right to request information
Pursuant to chapter 7, section 32 of the Swedish Companies Act the board of directors and the CEO are under a duty to, if any shareholder so requests and the board of directors believe that it can be done without material damage to the Company, provide information at the meeting regarding circumstances that may affect the assessment of an item on the agenda. Such duty to provide information also comprises the Company’s relation to the other group companies, the consolidated financial statements and such circumstances regarding subsidiaries which are set out in the foregoing sentence.
Documentation
Full proposals and other documents to be made available pursuant to the Swedish Companies Act will be held available at the Company’s office not later than two weeks before the meeting and will be sent free of charge to shareholders who so request. The documents will also be made available not later than the aforementioned date on the Company's website www.hexicongroup.com. All the above-mentioned documents will also be presented at the general meeting.