Investor FAQs

Octave holds certain businesses previously operated within Hexagon AB (Nasdaq Stockholm: HEXA B), a Swedish corporation, including Hexagon’s Asset Lifecycle Intelligence business, Safety, Infrastructure & Geospatial business, ETQ business, and Bricsys business.

Following the Distribution, Octave will be a separate public company and Hexagon will have no continuing ownership interest in Octave. Hexagon and Octave will in connection with the Distribution enter into several agreements governing their post-separation relationship, including a Distribution Agreement, Tax Disaffiliation Agreement, Employee Matters Agreement, and Transition Services Agreement.

Octave’s fiscal year ends on December 31.

PwC serves as Octave’s independent registered public accounting firm.

Octave Class A Ordinary Shares will not be listed on any exchange.

Class A and Class B Ordinary Shares rank pari passu (equally) in all economic respects, including rights to dividends and distributions upon liquidation. They differ only in voting rights:

Octave’s authorized share capital is $100,000,000 and €25,000, divided into:

Immediately following the Distribution, it is expected that 11,025,000 Class A Ordinary Shares and 257,412,788 Class B Ordinary Shares will be outstanding.

An Octave SDR is a security issued by Skandinaviska Enskilda Banken AB (SEB) that represents one underlying Octave Class B Ordinary Share. SDRs are denominated in SEK and trade on Nasdaq Stockholm, enabling existing Hexagon shareholders to hold and trade Octave securities through the Swedish settlement infrastructure they already use. The underlying Octave Class B Ordinary Shares will be deposited into the DTC participant account of a nominee of SEB, as Octave SDR depositary.

Yes. SDR holders may surrender their SDRs in exchange for book-entry interests in the underlying Octave Class B Ordinary Shares through DTC participants, provided all applicable legal, regulatory, and tax obligations are satisfied. Conversely, holders of Octave Class B Ordinary Shares may deposit their shares with SEB’s sub-custodian to receive SDRs.

Octave Class B Ordinary Shares cannot be distributed to directly registered shareholders. Consequently, if you are a directly registered shareholder and wish to participate in the conversion, you need to transfer your Octave SDRs (or your Hexagon Class B Shares, prior to the record date for the Distribution) to a custody account, an investment savings account or an endowment insurance with a nominee with Euroclear Sweden. Otherwise, you cannot participate in the conversion of your Octave SDRs into Octave Class B Ordinary Shares.

You can convert your Octave SDRs into Octave Class B Ordinary Shares, traded on Nasdaq New York, at any time through your bank, broker, or other nominee.

To do this, simply:

• Hold your SDRs through a bank or broker connected to Euroclear Sweden; and
• Ask your bank, broker, or other nominee to submit a conversion request on your behalf.

Once your request is processed:

• Your SDRs will be cancelled; and
• The corresponding shares will be delivered to your account, typically within a few business days.

Such conversion of Octave SDRs into Octave Class B Ordinary Shares will be free of charge for Octave SDR holders during the initial six (6) months from and including the first day of trading in the Octave SDRs on Nasdaq Stockholm, and thereafter require payment of a conversion fee by the Octave SDR holder, its nominee or broker.

In connection with the Distribution, Octave SDR holders may request conversion of their Octave SDRs into Octave Class B Ordinary Shares on the first day of trading in the Octave SDRs on Nasdaq Stockholm, expected to be on May 25, 2026, with expected delivery of the corresponding number of Octave Class B Ordinary Shares three (3) business days thereafter, i.e. on May 28, 2026.

It will thereafter be possible to convert Octave SDRs into Octave Class B Ordinary Shares from time to time within intervals of not less than ten (10) business days. After six (6) months, conversions will be possible from time to time within intervals of not less than five (5) business days. SEB and Octave may agree to amend the conversion schedule, in which case such change will be communicated to Octave SDR holders as set out in the General Terms and Conditions.

If you have questions about the process or timing, please contact your bank, broker, or other nominee.

Octave intends to maintain the SDR program and the listing on Nasdaq Stockholm until further notice, which Octave expects to be for about two years following the Distribution Date. However, Octave intends to evaluate the SDR Program over time in light of liquidity and relative trading volume on Nasdaq Stockholm and Nasdaq New York and Octave will provide at least three months’ notice to holders of SDRs prior to termination of the listing of the SDRs on Nasdaq Stockholm.

Upon termination of the SDR program, SEB will deregister all SDRs and transfer the underlying Octave Class B Ordinary Shares to a securities account designated by the holder. Where no such designation has been made or SEB determines that transfer is not practically possible, SEB is entitled to sell the Octave Class B Ordinary Shares, with the net proceeds – converted into SEK at prevailing market rates – paid to the holder’s linked cash account or, in its absence, by payment notice.

Computershare Trust Company, N.A. serves as the transfer agent and registrar for Octave Class A Ordinary Shares and Class B Ordinary Shares.

Following the effectiveness of the Form 10 registration statement, Octave will be subject to reporting obligations under the U.S. Securities Exchange Act of 1934 and the rules of Nasdaq New York. In connection with the listing of Octave SDRs on Nasdaq Stockholm, Octave will be subject to certain Swedish reporting obligations and EU transparency law. As an Irish incorporated company, Octave is also subject to reporting obligations under the Irish Companies Act 2014.

Octave Intelligence plc is expected to become a publicly listed company through a spin-off from Hexagon AB. Octave’s Class B Ordinary Shares are expected to begin trading on the Nasdaq Global Select Market on or about May 28, 2026 under the ticker symbol OCTV, and Octave SDRs are expected to begin trading on Nasdaq Stockholm on or about May 25, 2026 under the ticker symbol OCTV SDB, in each case following the effectiveness of the Form 10 registration statement filed with the U.S. Securities and Exchange Commission, the approval by the Swedish Financial Supervisory Authority of a prospectus in respect of the Octave SDRs, and the completion of the Distribution by Hexagon AB. Octave did not conduct a traditional initial public offering (IPO); rather, Hexagon distributed Octave shares directly to its existing shareholders on a pro rata basis.

Octave does not currently pay a dividend and does not anticipate paying any cash dividends in the near future. Octave currently intends to retain its earnings to finance R&D, acquisitions and the operation and expansion of its business. The payment of any dividends in the future, and the timing and amount thereof, is within the discretion of the Board of Directors.

Octave Class B Ordinary Shares (OCTV) can be purchased through any licensed broker-dealer with access to the Nasdaq Global Select Market. Octave SDRs (OCTV SDB) can be purchased through any broker with access to Nasdaq Stockholm. Octave does not currently offer a direct stock purchase plan.

For questions regarding a change of address or other shareholder account matters, please contact Octave’s transfer agent:

Computershare Trust Company, N.A.
Telephone: (866) 644-4127
Website: www.computershare.com

Holders of Octave SDRs should contact their bank or broker, or SEB at +46 8 785 10 00 or seb.sdr@seb.se.

For investor relations inquiries, please contact investors@octave.com.

Hexagon’s shareholders approved the spin-off at their annual general meeting of shareholders 2026. On May 22 2026, the record date and distribution date, Hexagon will distribute Octave shares to all holders of record of Hexagon shares as of the record date on a pro rata basis. No action is required from Hexagon shareholders to receive their Octave shares, and shareholders will not need to pay anything or surrender any Hexagon shares.

Each holder of Hexagon shares as of the record date will receive:

No fractional Octave shares or fractional SDRs will be distributed. Where a holder is entitled to a fraction of an Octave Class B Ordinary Share or Octave SDR which do not amount to a whole number of Octave Class B Ordinary Share or Octave SDR, SEB, in its capacity as SDR issuer, will promptly sell such excess fractional Octave Class B Ordinary Share and distribute the net proceeds of such sale to the holders entitled thereto as promptly as reasonably practicable, after applicable deduction for costs, fees and taxes.

No. If you hold Hexagon shares as of the record date, you will automatically receive your Octave shares (or SDRs, as applicable). No proxy, payment, or surrender of Hexagon shares is required.

Yes. The Distribution will not affect your ownership of Hexagon shares. After the Distribution, you will hold both your existing Hexagon shares and newly received Octave shares (or SDRs). Hexagon Class B Shares will continue to trade on Nasdaq Stockholm.

The Distribution is subject to certain conditions, including the effectiveness of the Form 10 registration statement filed with the U.S. Securities and Exchange Commission. The record date for the distribution is May 22, 2026. Octave SDRs are expected to be delivered two Swedish business days following the record date, on May 26, 2026.

The method of delivery depends on your share class and status:

You should consult your tax advisor with respect to the tax consequences of any matters discussed herein.