The shareholders of HMS Networks AB (publ) are hereby invited to the Annual
General Meeting, which will be held 10.30 a.m. on Friday April, 19 2013 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 Friday 12 April
2013 and give notice of their intention to participate at the Meeting to the
Company no later than 4 p.m. on Monday 15 April 2013.
Notification of participation should be made by telephone on +46 35-17 29 00 or
in writing to HMS Networks AB (publ), PO Box 4126, 300 04 Halmstad, by fax on
+46 35-17 29 09 or by e-mail to ir@hms.se. 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
above stated address. The form is available on the Company's website:
http://investors.hms.se 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 Friday 12 April 2013, 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 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. 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 2014 share saving plan
21. Close of Meeting
Nomination Committee's proposals
Point 2 and 13-15
The proposal by the Nomination Committee will be presented no later than two
weeks before the annual general meeting
Point 16
The proposal by the Nomination Committee will be presented no later than two
weeks before the annual general meeting
Proposals from the Board of Directors
Point 10
The Board proposes that the Parent Company's result of SEK -6,855 and profit
brought forward of SEK 123,292,234 a total of SEK 123,285,379 is allocated so
that SEK 2.25 per share, corresponding to a total of SEK 25,475,400 is paid to
the shareholders as dividend and that the remaining amount is brought forward.
The proposed record date for the dividend is Wednesday 24 April 2013. If the
Annual General Meeting approves the Board's proposal, it is estimated that the
dividend will be paid out through Euroclear Sweden on Monday 29 April 2013.
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 2013 for the period up to the
end of the Annual General Meeting 2014.
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 2012 all 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 2013 - 31
December 2013. 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 2016, matching shares are granted, 1:1. If,
in addition, the financial goals established by the Board of Directors are
achieved, as regards to the matching period 2014-2016, 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 2017.
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 2013 and is subject to the approval
of the Annual General Meeting. 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 40,000, which is
equivalent to approximately 0.4 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 employees in the group in which the Company is the
parent company ("HMS Group").
All 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
2014 - 31 December 2014. 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 2017, matching shares are granted, 1:1. If, in addition, the
financial goals established by the Board of Directors are achieved, as regards
to the matching period 2015-2017, 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 2018.
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
directly after the end of the investment period, that is, during the first
quarter of 2014 and, consequently, there is a requirement of a resolution to be
undertaken by the 2014 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
60,000, 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
5 April 2013, and can be sent to any shareholders requesting a copy.
....................................................
The Annual Report and Auditor's Report for the 2012 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 and 19, 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 2013
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 382 million in 2012. 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 350 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 Small Cap, Information Technology.
[HUG#1687472]
