The shareholders of HMS Networks AB (publ) are hereby invited to the Annual General Meeting, which will be held 10.00 a.m on Thursday April, 14 2011 at HMS headquarter, Stationsgatan 37, Halmstad. Registration for the Annual General Meeting will begin at 9:00 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 (the former VPC AB - the Swedish Central Securities Depository) on Friday 8 April 2011 and give notice of their intention to participate at the Meeting to the Company no later than 4 p.m. on Monday 11 April 2011. Notification of participation should be made by telephone on +46 35-17 29 80 or in writing to HMS Networks AB (publ), Stationsgatan 37, 302 45 Halmstad, by fax on +46 35-17 29 09 or by e-mail to [email protected]. 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. 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 8 April 2011, 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 11,152,900. 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 and Chairman 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. Close of Meeting Nomination Committee's proposals Point 2 and 13-15 The Nomination Committee for 2010, comprising chairman Jan Svensson (Latour), KG Lindvall (Swedbank Robur Fonder), Nicolas Hassbjer (Hassbjer Investment) 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 seven Board Members without Deputies. (Point 13) * that directors' fees totalling SEK 1,300,000 shall be paid, of which SEK 300,000 shall be paid to the Chairman, and SEK 150,000 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 Urban Jansson, Ray Mauritsson, Göran Sigfridsson, Nicolas Hassbjer, Henrik Johansson, Gunilla Wikman and Charlotte Brogren are re-elected as Board Members and that Urban Jansson is re-elected as Chairman of the Board. (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 2012, 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. Proposals from the Board of Directors Point 10 The Board proposes that the Parent Company's result of SEK -39,322 and profit brought forward of SEK 134,889,464, a total of SEK 134,850,142, is allocated so that SEK 2.00 per share, corresponding to a total of SEK 22,305,800 is paid to the shareholders as dividend and that the remaining amount is brought forward. The proposed record date for the dividend is Tuesday 19 April 2011. If the Annual General Meeting approves the Board's proposal, it is estimated that the dividend will be paid out through Euroclear Sweden on Tuesday 26 April 2011. 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 2011 for the period up to the end of the Annual General Meeting 2012. .................................................... The Annual Report and Auditor's Report for the 2010 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 and 17, 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. For further information please contact: Gunnar Högberg, CFO and IR-Manager, phone: +46 35 17 29 95 HMS Networks AB (publ) is a world-leading supplier of communication technology for industrial automation. Sales for 2010 amounted to SEK 345 million. Over 90% of these sales were to customers located outside Sweden. All development and the major portion of manufacturing is carried out at the head office in Halmstad. Sales offices are located in Japan, China, Germany, the USA, Italy and France. HMS has 190 employees and produces network interface cards and products to interconnect different networks under the trademark Anybus®. The network interface cards are embedded in automation equipment such as inverter drives, robots, control systems and sensors. This allows subcomponents in machines to communicate with one another and with different networks in order to build more efficient and flexible automation systems with reduced energy consumption. HMS is listed on NASDAQ-OMX Nordic Exchange in Stockholm in the category Small Cap, Information Technology. [HUG#1497848]