HMS Networks: Notice of the Annual General Meeting
(Thomson Reuters ONE) -
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
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. Proposal on decision regarding share split and amendment of the Articles of
Association
19. Decision to authorize the Board of Directors to issue new shares
20. Decision to acquire shares in connection with established Share Savings
Plan and transfer of own shares
21. 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
22. 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)
* that Öhrlings PricewaterhouseCoopers with Authorized Public Accountant
Fredrik Göransson is elected as auditor for the year 2017 (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(at)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):
http://hugin.info/138433/R/2091491/790238.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
Unternehmensinformation / Kurzprofil:
Datum: 29.03.2017 - 08:01 Uhr
Sprache: Deutsch
News-ID 533092
Anzahl Zeichen: 20287
contact information:
Town:
Halmstad
Kategorie:
Business News
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