The shareholders of HMS Networks AB (publ) are
hereby invited to the Annual General Meeting, which will be held
10.30 a.m. on Thursday April, 28 2016 at HMS headquarter,
Stationsgatan 37, Halmstad. Registration for the Annual General
Meeting will begin at 9:30 a.m.
Right of participation in the
Annual General Meeting
Shareholders who wish to participate in the Annual General Meeting
shall be registered in the share register kept by Euroclear Sweden
on Friday 22 April 2016 and give notice of their intention to
participate at the Meeting to the Company no later than 4 p.m. on
Friday 22 April 2016.
Notification of participation should be made by
telephone on +46 35-17 29 00 or in writing to HMS Networks AB, c/o
Computershare AB, Box 610, 182 16 Danderyd or on the website
www.hms.se/investors. The notification should state the name,
social security or corporate registration number, shareholding,
address, daytime telephone number and information, if necessary, on
representation, and if so, the relevant details on deputies. In
this case, a certified copy of the registration certificate, power
of attorney or other document demonstrating the signatory's
authority to sign must be included in the notification of
participation.
Proxies
If a shareholder is represented by a proxy, the proxy should be
issued with a power of attorney dated for this day. If the power of
attorney is issued by a legal entity, a certified copy of the
registration certificate, or other document demonstrating the
signatory's authority to sign for the legal entity, must be
included. The power of attorney and any registration certificate
may not be more than one year old. The power of attorney
(original), and registration certificate must be sent to the
Company in good time prior to the Meeting at the address HMS
Networks AB, c/o Computershare AB, Box 610, 182 16 Danderyd. The
form is available on the Company's
website: www.hms.se/investors and at the Company's
head office.
Nominee registered
shares
Shareholders whose shares are registered in the name of a nominee
through a bank or Securities Register Centre must temporarily
re-register the shares in their own name to be able to participate
at the Meeting. Such registration must be done at Euroclear Sweden
no later than Friday 22 April 2016, which means that shareholders
must notify their intentions on this matter to the nominee well in
advance of the stated date.
The number of shares and
votes
The total number of shares and votes in HMS Networks AB amounts to
11,704,717.
Proposed agenda
-
Opening of the Meeting
-
Election of the Chairman of the Meeting
-
Drawing up and approval of the voting list
-
Approval of the Agenda
-
Election of one or two persons to approve the
minutes
-
Determination as to whether the Meeting has been
duly convened
-
Presentation of the Annual Report, Auditors'
Report and the Consolidated Accounts and Consolidated Auditors'
Report
-
Report by the CEO
-
Resolution concerning the adoption of the Income
Statement and Balance Sheet, and of the Consolidated Income
Statement and Consolidated Balance Sheet
-
Resolution concerning the allocation of the
Company's profit as set forth in the adopted Balance Sheet
-
Resolution concerning the discharge of liability
for Board Members and CEO
-
Presentation of the work of the Nomination
Committee
-
Determination of the number of Board Members and
Deputies
-
Determination of fees payable to Board Members
and Auditors
-
Election of Board Members, Chairman and
Auditors
-
Principles for appointing members of the
Nomination Committee
-
Proposal regarding guidelines for salaries and
other remuneration to the CEO and other Members of executive
management
-
Decision to authorize the Board of Directors to
issue new shares
-
Decision to acquire shares in connection with
established share saving plan
-
Decision regarding 2017 share saving plan
-
Close of Meeting
Nomination Committee's
proposals
Point 2 and 13-15
The Nomination Committee for 2016, comprising chairman Jan Svensson
(Investment AB Latour), Evert Carlsson (Swedbank Robur Fonder),
Staffan Dahlström and Charlotte Brogren (Chairman of the Board),
proposes:
-
that Charlotte Brogren
shall be appointed Chairman of the Annual General Meeting. (Point
2)
-
that the Board of Directors shall consist of six
Board Members without Deputies. (Point 13)
-
that directors' fees totaling SEK 1,275,000
shall be paid, of which SEK 400,000 shall be paid to the Chairman,
and SEK 175,000 to each Board Member who is not an employee of the
company. The fees to the Auditor shall be paid according to
approved invoices. (Point 14)
-
that Ray Mauritsson, Henrik
Johansson, Charlotte Brogren, Kerstin Lindell and Fredrik Hansson are re-elected as Board Members and
that Charlotte Brogren is elected as Chairman
of the Board. Karl Thedéen has declared that he will not be
available for re-election. (Point 15)
-
that Anders Mörck is
elected as new member of the board. (Point 15)
-
that Öhrlings PricewaterhouseCoopers with
Authorized Public Accountant Fredrik Göransson
is elected as auditor for the year 2016 (Point 15)
Point 16
The Nomination Committee proposes that the Annual General Meeting
shall determine principles regarding the appointment of members of
the Nomination Committee before the Annual General Meeting 2017,
mainly in accordance with the following.
HMS shall have a Nomination Committee consisting
of one representative from each of the four (previous three)
largest shareholders or owner groups (by number of votes) and the
Chairman of the Board. The names of the three Committee members and
the shareholders they represent shall be made public at the
presentation of the Q3 report of the Company, and the contact names
for questions regarding the Nomination Committee shall also be made
public at that time. The Nomination Committee will be appointed on
the basis of known shareholders in the Company on 31 August of the
calendar year of question. The mandate period of the Nomination
Committee extends until such time as a new Nomination Committee is
appointed.
Proposals from the Board of
Directors
Point 10
The Board proposes that the Parent Company's result of SEK 194,337
and profit brought forward of SEK 69,670,683 a total of SEK
69,865,020 is allocated so that SEK 2.50 per share, corresponding
to a total of SEK 28,184,293 is paid to the shareholders as
dividend and that the remaining amount is brought forward. The
proposed record date for the dividend is Monday 2 May 2016. If the
Annual General Meeting approves the Board's proposal, it is
estimated that the dividend will be paid out through Euroclear
Sweden on Friday 6 May 2016.
Point 17
For the CEO and other members of executive management, the
principles for determining remuneration are based on salary, short
and long-term incentive programs and pension benefits. The Board
proposes that corresponding principles shall be approved by the
Annual General Meeting 2016 for the period up to the end of the
Annual General Meeting 2017.
Point 18
The Board of Directors in HMS Networks AB hereby proposes that the
general meeting of shareholders resolves to authorize the Board of
Directors to, at one or more occasions for the period up to the
next annual general meeting of shareholders, to increase the share
capital in the company by no more than SEK 55,000 by a new issue of
no more than 550,000 shares. The Board of Directors shall be
authorized to decide upon new issue of shares with deviation from
the shareholders' pre-emption rights and/or with a provision of
non-cash, by way of sett-off or otherwise with condition in
accordance with Chapter 2 clause 5 sections 1-3 and 5 in the
Swedish Companies Act (sw: Aktiebolagslagen).
The mandate only applies upon possible
acquisitions, and if no acquisitions are completed where payment,
in whole or in part, is made in the form of HMS shares no issue of
new shares will be implemented and therefore the mandate will not
be applied.
An issue of new shares in accordance with this
authorization shall be on market conditions. The Board of Directors
shall be authorized to decide on the terms and conditions regarding
new issues under this authorization and what persons shall be
entitled to subscribe for the new shares. The reason to propose
that the Board of Directors shall be authorized to resolve on a new
issue with deviation from the shareholders' pre-emption rights and
that the board shall be authorized to decide on a new issue with
non-cash consideration or a new issue by way of set-off or
otherwise on such terms and conditions as referred to above is that
that there have been requests from sellers of companies to receive
shares in HMS as partial payment in connection with acquisitions
and that it can act as an important incentive for the seller to
receive shares in HMS Networks AB in connection with acquisitions
by smaller entrepreneurial companies.
If the authorization to issue new shares is
exercised in whole it shall correspond to a dilution of shares of
no more than 4.7%.
It is proposed that the managing director is
authorized to make such minor adjustments to this resolution that
may be necessary in connection with the registration with the
Swedish Companies Registration Office and Euroclear Sweden AB.
Resolution in accordance with the proposition of
the board of directors requires approval of shareholders
representing at least two thirds of votes cast as well as the
represented shares at the general meeting of shareholders.
Point 19
The Board of Directors of HMS Networks AB (publ) ("the Company)
proposes that the annual meeting resolves to purchase shares in HMS
Networks AB ("the HMS Group")
In 2015 all permanently employees of the HMS Group
were invited to participate in a share saving program. The
participants can invest a minimum of 1% and a maximum of 6% of
their annual salary before taxes during the period 1 January 2016 -
31 December 2016. The maximum investment level is determined on the
basis of the individual's position in the Company.
For the participants whose investment remains and
who continue to be employed at the end of the plan, on 31 December
2019, matching shares are granted, 1:1. If, in addition, the
financial goals established by the Board of Directors are achieved,
as regards to the qualifying period 2017-2019, performance based
shares can also be granted, 1:1. The transfer of both matching
shares and performance based shares will be performed free of
charge during the period 1 January - 31 March 2020.
The proposal of the Board of Directors regarding
the introduction of a share saving program is based on a
fulfillment of the Company's obligation to deliver shares to the
participants in the share saving program by purchasing shares over
the stock market. The repurchase of shares is expected to take
place in connection to the saving period i.e. during 2016 and is
subject to the approval of the Annual General Meeting. Based on the
actual number of participants, the expected number of shares saved
through the plan will imply that the maximum number of shares which
can be repurchased will be approximately 26,000, which is
equivalent to approximately 0.2 percent of the total number of
shares in the Company.
Majority resolution
For a resolution to be adopted there is a requirement of at least
nine tenths of both the number of votes represented at the meeting,
as well as of the number of shares represented at the meeting.
Point 20
The Board of Directors of HMS Networks AB (publ) ("the Company")
proposes that the annual meeting of shareholders resolves on the
share savings plan described below, directed towards all
permanently employees in the group in which the Company is the
parent company ("HMS Group"). The principles for the 2017 share
savings plan are the same as for previously adopted share savings
plans.
All permanently employees in the HMS Group are
offered the possibility of participating in the Share Savings Plan.
The participants can invest a minimum of 1% and a maximum of 6% of
their annual salary before taxes during the period 1 January 2017 -
31 December 2017. The maximum investment level is determined on the
basis of the individual's position in the Company.
For the participants whose investment remains and
who continue to be employed at the end of the plan, on 31 December
2020, matching shares are granted, 1:1. If, in addition, the
financial goals established by the Board of Directors are achieved,
as regards to the qualification period 2018-2020, performance based
shares can also be granted, 1:1. The transfer of both matching
shares and performance based shares will be performed free of
charge during the period 1 January - 31 March 2021.
The Board of Director's will present the financial
target determined to fulfill the performance requirements directly
after the qualification period.
The Board of Director's proposal for the
implementation of a share savings plan is based on the acquisition
of own shares, through repurchase on the market, to be undertaken
in order that the Company's obligation to deliver such shares to
the plan participants can be realized. Repurchase is expected to
take place during the investment period, that is, during 2017 and,
consequently, there is a requirement of a resolution to be
undertaken by the 2017 annual meeting of shareholders. On the
assumption of full participation, the expected number of shares
saved through the plan will imply that the maximum number of shares
which can be repurchased will be approximately 45,000 which is
equivalent to approximately 0.4 percent of the total number of
shares in the Company.
Majority resolution
For a resolution to be adopted there is a requirement of at least
nine tenths of both the number of votes represented at the meeting,
as well as of the number of shares represented at the meeting.
Documentation
The complete text of the Board's proposal is available at the
Company's head offices and will also be available on the Company's
website, www.hms.se, as of 14 April 2016, and can be sent to any
shareholders requesting a copy.
The Annual Report and Auditor's Report for the
2015 financial year are posted on the Company's website. A printed
version can be ordered by sending address details to ir@hms.se. The
Board's statement regarding the proposal for allocation of profit
(point 10), the Nomination Committee's and Board's complete
proposals regarding points 16, 17, 18, 19 and 20, and the Auditor's
statement on whether the Board's guidelines on remuneration to
leading executives have been followed, are available from the
Company and are sent out to those shareholders who require it and
state their postal address.
Halmstad, March 2016
HMS Networks AB (publ)
The Board of Directors
For more information please
contact:
CEO HMS Networks AB Staffan
Dahlström, telephone: +46-35 17 29 01
CFO HMS Networks AB Gunnar Högberg, telephone: +46-35 17 29
95
This information is such that HMS Networks AB (publ) is required to
disclose in accordance with the Swedish Financial Instruments
Trading Act and/or the Swedish Securities Market Act. The
information was submitted for publication at 08.00 CET on March 30,
2016.
HMS Networks AB (publ) is a
world-leading supplier of communication technology for industrial
automation. Sales amounted to SEK 702 million in 2015. Over 90% of
these sales were to customers located outside Sweden. All
development and the major portion of manufacturing are carried out
at the head office in Halmstad, Ravensburg and in Nivelles. Sales
offices are located in Japan, China, Germany, USA, Italy, France,
Belgium, India, UK and Denmark. HMS has approximately 450 employees
and produces and markets products under the trademark Anybus®,
IXXAT®, eWON® and Netbiter®. HMS is listed on NASDAQ-OMX Nordic
Exchange in Stockholm in the category Mid Cap, Information
Technology.
Press release (PDF)
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: HMS Networks AB via Globenewswire
HUG#1997858
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