Minutes from Annual General Meeting in HMS
(Thomson Reuters ONE) -
HMS Networks AB (publ) held its Annual General Meeting on April 26, 2017. The
Meeting resolved in favor of all proposed matters in accordance with the
proposals of the Board of Directors. The main contents of the most important
resolutions are described below.
Resolution regarding dividend
The Meeting resolved to approve the Board's proposed dividend of SEK 4.00 per
share. The record date for the dividend was set to be April 28, 2017. The
dividend is expected to be distributed by VPC AB on May 4, 2017.
Resolution regarding adoption of the income statement and balance sheet
The Meeting resolved to adopt the income statement and balance sheet of HMS
Networks AB submitted by the Board of Directors as well as the consolidated
income statement and balance sheet. The Board and the President were discharged
from liability for the 2016 fiscal year.
Resolution regarding election of the Board, auditors and fees
The Annual General Meeting resolved in accordance with the Nominating
Committee's proposals, namely:
* That six (6) Board members should be elected - no deputy members.
* That the following board members should be re-elected: Ray Mauritsson,
Henrik Johansson, Charlotte Brogren, Kerstin Lindell, Fredrik Hansson and
Anders Mörck.
* That Charlotte Brogren should be elected Chairman of the Board.
* That the auditor should be PwC, chief auditor should be Fredrik Göransson.
* That remuneration to the Board should be SEK 1,450,000. The distribution
among the board members not employed by the company should be SEK 450,000 to
the Chairman and SEK 200,000 each to the other members.
Resolution regarding guidelines for determining salaries and other remuneration
to the CEO and other members of company management
The Meeting approved the Board's proposal of guidelines for determining salaries
and other remuneration to the CEO and other persons in the company management
team.
Resolution regarding the criteria for appointing the members of the Nomination
Committee, etc.
The Annual General Meeting approved the Board's proposal of criteria relating to
the appointment of the members of the committee. The Nomination committee shall
consist of representatives from the four largest shareholders as of August 31
and the Chairman of the Board.
Resolution regarding the division of the Company's shares (stock split)
The Annual General Meeting adopted the Board's proposal to perform a division
4:1 of the Company's share. After registration the Company's shares will
increase from 11 704 717 to 46 818 868. The par value of the shares will after
registration amount to 0.025 Kr. In connection to this division of the Company's
shares it was also decided to change article 5 of the Articles of Association in
which the number of shares are changed from the lowest number of 10 000 000
shares to 40 000 000 as the highest number of shares to 40 000 000 as the lowest
number and 160 000 000 as the highest number of shares.
Resolution regarding criteria relating to the issue of new shares
The Annual General Meeting adopted the Board's proposal of criteria related to
the issue of 2 200 000 new shares in connection with acquisitions of businesses
and according to the stipulated terms in the proposal.
Resolution regarding the purchase of shares
The Annual General Meeting adopted the Board's proposal to purchase shares in
relation to the existing share saving plans. Based on the participation of the
2013- 2016 share saving plans the maximum number of matching shares related to
these programs are 184 000 and the maximum number of performance shares are
184 000 in total representing approximately 0.8 % of the total number of shares
in the Company. The Annual General Meeting also adopted the Board's proposal to
distribute the acquired shares to the participants of the saving plans.
Resolution regarding criteria related to the implementation of a share saving
plan
The Annual General Meeting adopted the Board's proposal to implement a
performance based Share Saving Program 2018 - 2021. The Annual General Meeting
also decided to authorize the Board of Directors to acquire shares in the
Company in line with the regulations of the Share Saving Program and to
distribute the acquired shares to the participants of the saving program to meet
the obligation to distribute matching and performance shares.
All of the Annual General Meeting's resolutions were passed with the requisite
majority.
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
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 12.00
CET on April 26, 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/2098966/795143.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: 26.04.2017 - 12:45 Uhr
Sprache: Deutsch
News-ID 538493
Anzahl Zeichen: 6753
contact information:
Town:
Halmstad
Kategorie:
Business News
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