The shareholders of HMS Networks AB (publ) are
hereby invited to the Annual General Meeting, which will be held at
10.30 a.m on Wednesday April 26, 2017 at the HMS head office,
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
must be registered in the share register kept by Euroclear Sweden
(the former VPC AB - the Swedish Central Securities Depository) on
Thursday 20 April 2017 and give notice of
their intention to participate at the Meeting to the Company no
later than 4 p.m. on Thursday, 20 April 2017.
Registration must be communicated in one of the
following ways: by phone: +46 (0)35-17 29 00, in writing: HMS
Networks AB, c/o Computershare AB, Box 610, 182 16 Danderyd,
or via the website: www.hms.se/investors. The registration must
include the following information: name, personal ID number/CIN,
shareholding, address, daytime telephone number and, when
applicable, information on assistants or deputies who will be
attending. The notification must include, where applicable,
complete authorization documents such as registration certificate,
power of attorney, or equivalent.
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 HMS
Networks AB, c/o Computershare AB, Box 610, 182 16 Danderyd, well
in advance of the AGM. The power of attorney form is available on
the HMS 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 Center 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 Thursday 20 April 2017, which means that shareholders
must notify their intentions on this matter to the nominee well in
advance of the stated date.
Number of shares and
votes
In the company, there exists a total of 11,704,717 shares and
votes.
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
-
Proposal on decision regarding share split and
amendment of the Articles of Association
-
Decision to authorize the Board of Directors to
issue new shares
-
Decision to acquire shares in connection with
established Share Savings Plan and transfer of own shares
-
Decision on the introduction of
performance-based Share Savings Plan 2018-2021, authorization to
acquire own shares under this program and transfer of own shares to
participants in the program
-
Close of meeting
Nomination Committee's
proposals
Point 2 and 13-15
The Nomination Committee for 2017, comprising Chairman Jan
Svensson (Investment AB Latour), Evert Carlsson (Swedbank Robur
Fonder), Göran Espelund (Lannebo Fonder), Staffan Dahlström (Eget
innehav) 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 1,450,000
(1,275,000) shall be paid, of which SEK 450,000 (400,000) shall by
paid to the Chairman, and SEK 200,000 (175,000) to each other Board
Member. The fees to the Auditor shall be paid according to approved
invoices. (Point 14)
- that Ray Mauritsson, Henrik
Johansson, Charlotte Brogren, Kerstin Lindell, Fredrik Hansson
and Anders Mörck are re-elected as Board
Members and that Charlotte Brogren is elected
as Chairman. (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 2018,
mainly in accordance with the following.
-
HMS shall have a Nomination Committee consisting
of one representative from each of the four largest shareholders or
owner groups (by number of votes) and the Chairman of the Board.
The names of the four 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 profit of SEK
49,931,489 and retained earnings of SEK 133,358,069, in total SEK
183,289,558 is allocated so that SEK 4.00 per share, corresponding
to SEK 46,694,868 is distributed to the shareholders as dividends
and that the remaining amount is brought forward. The proposed
record date for the dividend is 28 April 2017. If the Annual
General Meeting approves the Board's proposal, it is estimated that
the dividend will be paid out through Euroclear Sweden on Thursday
4 May 2017.
Point 17
For the CEO and other members of executive management, the
principles for determining remuneration are based on fixed salary,
short and long-term incentive programs and pension benefits. The
Board proposes that corresponding principles shall be approved by
the Annual General Meeting 2017 for the period up to the end of the
Annual General Meeting 2018.
Point 18
The Board of Directors for HMS Networks AB, proposes that the AGM
resolves to, for the purpose of achieving an appropriate number of
shares for the Company, increase the number of shares in the
Company via a 4:1 stock split in accordance with the following
terms.
|
A. |
Decision on stock split |
|
|
The
number of shares in the Company is increased by splitting each
share into 4 shares (4:1 split). After the stock split, the number
of shares in the Company will increase from 11,704,717 to
46,818,868. The proposed stock split means that the quotient value
of shares will change from SEK 0.10 to SEK 0.025. |
|
B. |
Decision on change to the Articles of Association |
|
|
Because
the proposal above regarding stock split requires a change to the
Articles of Association, the Board proposes that the limits for
number of shares stated in Point 5 of the Company's Articles of
Association are changed from lowest of 10,000,000 and highest
40,000,000 to lowest 40,000,000 and highest 160,000,000. |
Point 19
The Board of Directors in HMS Networks AB hereby proposes that the
Annual General Meeting 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. Under the presumption that the Annual General
Meeting resolves in accordance with the Board's proposal regarding
stock split, as described in Point 18 on the Agenda, and that the
Swedish Companies Registration Office registers the decision, the
number of shares will then amount to, at most, 2,200,000. 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.
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.
If the authorization is exercised in full, it will
correspond to a maximum dilution of 4.7%.
Majority resolution
For a resolution in accordance with the Board's proposal to be
adopted, there is a requirement of at least two-thirds 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 for HMS Networks AB (publ) ("the Company")
proposes that the Annual General Meeting resolves to
|
A. |
Authorize the Board of Directors to decide on acquisition of own
shares in connection with the established Share Savings Plans |
|
B. |
Decide
on transfer of shares to participants in existing Share Savings
Plans |
At the Annual General Meetings of 2014-2016 it was
resolved to implement Share Savings Plans. Starting in 2018,
participants in the plans will receive Matching Shares, and
possibly also Performance Shares in accordance with the terms and
condition of each plan, depending out the outcome. To ensure these
commitments to deliver shares to the participants, the Board
proposes that the AGM authorize the Board to decide on acquisition
of own shares, and decide to transfer shares to the participants
under the terms of the Share Savings Plans.
The Board of Director's proposal for the implementation of Share
Savings Plans 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.
The Company's holdings of own shares amounts to,
as of the date of this proposal, 25,433 shares. These shares were
acquired on the basis of the authorization that was given by prior
Annual General Meetings for securing the Company's obligations
under the previous Share Savings Plan 2013-2016. Depending on
the level of participation in Share Savings Plans, the maximum
number of Matching Shares to be repurchased under these plans
amounts to 46,000 and the total number of Performance Shares to 46
000, which in total represents about 0.8 percent of all shares in
the Company. Provided that the AGM approves the Board's proposal
for a share split according to Point 18 on the agenda, and that the
Swedish Companies Registration Office registers the decision, the
number of Matching Shares will amount to 184,000, the number of
Performance Shares will amount to 184,000 shares and the number of
shares held by the Company will instead amount to 101,732
shares.
The reason for deviation from the shareholders'
preferential rights in conjunction with the transfer of own shares
is to enable the Company to transfer Matching Shares and
Performance Shares to the participants in Share Savings Plans
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 21
|
A. |
Introduction of performance-based Share Savings Plan 2018-2021 for
all employees |
|
|
The
Board of HMS Networks, proposes that the AGM approves the
introduction of the Share Savings Plan 2018-2021 for all employees,
covering at most 57,600 shares in the Company. Under the
presumption that the Annual General Meeting resolves in accordance
with the Board's proposal regarding stock split, as described in
Point 18 on the Agenda, and that the Swedish Companies Registration
Office registers the decision, the number of shares covered by the
Share Savings Plan will then amount to, at most, 230,400
shares. |
|
B. |
Authorize the Board of Directors to decide on acquisition of own
shares in connection with the established Share Savings Plan
2018-2021 |
|
|
In
order to enable the Company's to deliver Matching Shares and
Performance Shares in accordance with the Share Savings Plan
2018-2021, the Board proposes also that the AGM authorize the Board
to decide on acquisition of own shares. |
|
|
The
authorization may be utilized on one or more occasions up until the
Annual General Meeting 2018. |
|
|
The
number of shares required for delivery of Matching Shares and
Performance Shares to participants in the Share Savings Plan
2018-2021, but not to exceed 38,400 shares, may be acquired to
ensure such delivery. Under the presumption that the Annual General
Meeting resolves in accordance with the Board's proposal regarding
stock split, as described in Point 18 on the Agenda, and that the
Swedish Companies Registration Office registers the decision, the
number of shares covered by this authorization will instead amount
to, at most, 153,600 shares. |
|
C. |
Transfer of own shares to participants in the Share Savings Plan
2018-2021 |
|
|
In
order to deliver Matching Shares and Performance Shares in
accordance with the Share Savings Plan 2018-2021, the Board
proposes finally that the AGM resolves on transfer of own shares in
accordance with the following conditions. |
|
|
The
number of shares required for delivery of Matching Shares and
Performance Shares to participants in the Share Savings Plan
2018-2021, but not to exceed 38,400 shares, may be transferred.
Under the presumption that the Annual General Meeting resolves in
accordance with the Board's proposal regarding stock split, as
described in Point 18 on the Agenda, and that the Swedish Companies
Registration Office registers the decision, the number of shares
that may instead be transferred will instead amount to, at most,
153,600 shares. |
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 2017, and can be sent to any
shareholders requesting a copy.
....................................................
The Annual Report and Auditor's Report for the
2016 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 2017
HMS Networks AB (publ)
The Board of Directors
For more information please
contact:
CEO Staffan Dahlström, phone:
+46-35-17 29 01
CFO Gunnar Högberg, phone: +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 the Swedish Securities Market
Act. The information was submitted for publication at 08.00 CET on
March 29, 2017.
HMS Networks AB (publ) is one
of the world's leading suppliers of communication technology for
industrial automation. Sales amounted to SEK 952 million in 2016
and more than 90 percent was derived outside Sweden. Product
development and some manufacturing takes place at the company's
head office in Halmstad (Sweden) as well as in Ravensburg
(Germany), Igualada (Spain) and Nivelles (Belgium). Sales offices
are located in Japan, China, Germany, USA, Italy, France, Belgium,
India, England, Spain and Denmark. HMS has approximately 500
employees and it manufactures and markets products under the brands
Anybus®, IXXAT®, Netbiter® and eWON®. HMS is listed on
NASDAQ-OMX Nordic Exchange in Stockholm under the category Mid Cap,
Information Technology.
Press release (PDF)
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq 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
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