The shareholders of HMS Networks AB (publ) are hereby invited to the Annual
General Meeting, which will be held 10.30 a.m. on Tuesday April, 28 2015 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 Wednesday 22 April
2015 and give notice of their intention to participate at the Meeting to the
Company no later than 4 p.m. on Wednesday 22 April 2015.
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 Wednesday 22 April 2015, 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 11,322,400.
Proposed agenda
1. Opening of the Meeting
2. Election of the 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 as to whether the Meeting has been duly convened
7. Presentation of the Annual Report, Auditors' Report and the Consolidated
Accounts and Consolidated Auditors' Report
8. Report by the CEO
9. Resolution concerning the adoption of the Income Statement and Balance
Sheet, and of the Consolidated Income Statement and Consolidated Balance
Sheet
10. Resolution concerning the allocation of the Company's profit as set forth
in the adopted Balance Sheet
11. Resolution concerning the discharge of liability for Board Members and CEO
12. Presentation of the work of the Nomination Committee
13. Determination of the number of Board Members and Deputies
14. Determination of fees payable to Board Members and Auditors
15. Election of Board Members, Chairman and Auditors
16. Principles for appointing members of the Nomination Committee
17. Proposal regarding guidelines for salaries and other remuneration to the
CEO and other Members of executive management
18. Decision to authorize the Board of Directors to issue new shares
19. Decision to acquire shares in connection with established share saving plan
20. Decision regarding 2016 share saving plan
21. Close of Meeting
Nomination Committee's proposals
Point 2 and 13-15
The Nomination Committee for 2015, comprising chairman Jan Svensson (Latour),
Evert Carlsson (Swedbank Robur Fonder), Staffan Dahlström and Urban Jansson
(Chairman of the Board), proposes:
* that Urban Jansson 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 Karl Thedéen are re-elected as Board Members and that Charlotte Brogren
is elected as Chairman of the Board. Urban Jansson has declared that he will
not be available for re-election (point 15)
* Proposed new board members:
Fredrik Hansson is elected as new member of the board. (Point 15)
* that PwC with Authorized Public Accountant Fredrik Göransson is elected as
auditor for the year 2015 (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 2016, mainly in accordance with the
following.
HMS shall have a Nomination Committee consisting of one representative from each
of the 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.
The principles proposed are unchanged compared to last year's principles.
Proposals from the Board of Directors
Point 10
The Board proposes that the Parent Company's result of SEK - 48,410 and profit
brought forward of SEK 97,947,593 a total of SEK 97,899,183 is allocated so that
SEK 2.50 per share, corresponding to a total of SEK 28,228,500 is paid to the
shareholders as dividend and that the remaining amount is brought forward. The
proposed record date for the dividend is Thursday 30 April 2015. If the Annual
General Meeting approves the Board's proposal, it is estimated that the dividend
will be paid out through Euroclear Sweden on Wednesday 6 May 2015.
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 2015 for the period up to the
end of the Annual General Meeting 2016.
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 4.9%.
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 proposes that the annual meeting
resolves to purchase shares in HMS Networks AB ("the HMS Group")
In 2014 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
2015 - 31 December 2015. 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 2018, 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 2016-2018, 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 2019.
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 2015 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 30,000, which is
equivalent to approximately 0.3 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 2016 share
savings plan are the same as for previously adopted share saving 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 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 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 2016 and, consequently, there is a
requirement of a resolution to be undertaken by the 2016 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 53,000, which is equivalent to
approximately 0.5 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
10 April 2015, and can be sent to any shareholders requesting a copy.
....................................................
The Annual Report and Auditor's Report for the 2014 financial year are posted on
the Company's website. A printed version can be ordered by sending address
details to [email protected]. 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 2015
HMS Networks AB (publ)
The Board of Directors
For more information please contact:
CFO HMS Networks AB Gunnar Högberg, telephone: +46-35 17 29 95
CEO HMS Networks AB Staffan Dahlström, telephone: +46-35 17 29 01
HMS Networks AB (publ) is a world-leading supplier of communication technology
for industrial automation. Sales amounted to SEK 589 million in 2014. 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
and in Weingarten. Sales offices are located in Japan, China, Germany, Denmark,
India, UK, USA, Italy and France. HMS has 370 employees and produces network
interface cards and products to interconnect different networks under the
trademark Anybus® and IXXAT® and products for Remote Management under the
trademark Netbiter®. HMS is listed on NASDAQ-OMX Nordic Exchange in Stockholm in
the category Mid Cap, Information Technology.
[HUG#1907293]
