Stockholm, Sweden - 15 April 2013
Approval of the Income Statement and the Balance Sheet
The Annual General Meeting (the "Meeting") approved the profit and loss
statement and the balance sheet for the parent company, as well as of the
consolidated profit and loss statement and the consolidated balance sheet for
the fiscal year 2012.
Dividend
The Meeting resolved, in accordance with the proposal of the Board of Directors,
on dividend to the shareholders of SEK 1.80 per share. The record date was
determined as Thursday 18 April 2013. The dividend is expected to be distributed
on Tuesday 23 April 2013.
Board of Directors
The Meeting discharged the members of the Board of Directors and the Chief
Executive Officer from liability for the fiscal year 2012.
Current members of the Board of Directors Torbjörn Nilsson, Tom Nyman, Kevin
Taylor, Gerd Tenzer and Axel Roos were re-elected.
Roland Thornton and Helana Nordman-Knutson were elected as new members of the
Board of Directors.
The Meeting elected Tom Nyman as Chairman of the Board of Directors.
Compensation to the Board of Directors
The Board of Director's fee was set at SEK 1,775,000 in accordance with the
Nomination Committee's proposal. The fee will be distributed as follows: SEK
325,000 to the Chairman of the Board of Directors, SEK 200,000 to each of
Torbjörn Nilsson, Helena Nordman-Knutson and Axel Roos, SEK 250,000 to Gerd
Tenzer and SEK 300,000 to each of Kevin Taylor and Roland Thornton. In addition
to that a total fee of SEK 180,000 shall be distributed for committee work.
Nomination Committee
The Meeting approved the proposal for the Nomination Committee.
Guidelines for remuneration to the senior executives
The Meeting approved the Board of Directors' proposal regarding guidelines for
remuneration to the senior executives. The guidelines substantially accords with
what was determined at the Annual General Meeting in 2012.
Incentive program
The Meeting resolved to adopt the Board of Directors' proposal regarding a long-
term incentive program. The program involves the implementation of a long-term
share savings program that comprises all approximately 270 employees within
Transmode and could result in a maximum allotment of 125,220 shares. Employees
who choose to participate in the share savings program will, provided they make
a personal investment in shares in Transmode (so-called saving shares), be
allotted, free of charge, shares in Transmode (by so-called matching share
rights and performance share rights) approximately three years after their
investment, provided that certain conditions are fulfilled.
Furthermore, the Meeting resolved in accordance with the Board of Directors'
proposal to authorise the Board of Directors to resolve on repurchase of the
Company's own shares on NASDAQ OMX Stockholm, up to an amount where the
Company's holding does not at any time exceed 0.5 percent of the total number of
shares and votes in the Company, and on a transfer up to 125,220 shares to
participants in the program.
Change of the name of the Company
The Meeting resolved, in accordance with the proposal of the Board of Directors,
to adopt new articles of association where the name of the Company is changed to
Transmode AB.
For more information please contact:
Ola Elmeland
Vice President Marketing & Communications
Transmode Systems AB
Telephone: +46 8 506 882 71
Email: ola.elmeland@transmode.com
The information in this announcement is required to be disclosed by Transmode
Holding AB under the Swedish Securities Markets Act (Sw. lagen om
värdepappersmarknaden). This information was released for publication at 6:30 PM
CEST on 15 April 2013.
About Transmode
Transmode is a global provider of packet-optical networking solutions that
enable fixed line and mobile network operators to cost effectively address the
capacity needs created by the rapid growth in video and data traffic. These
solutions are important building blocks in next-generation high-speed optical
networks that support services such as broadband backhaul, mobile data backhaul,
video delivery services and cloud computing. Transmode's solutions are designed
to increase the capacity, flexibility and functionality of metro and regional
networks and are based on Wavelength Division Multiplexing (WDM) and transport
technologies such as Ethernet. Transmode's Native Packet Optical 2.0
architecture gives customers key advantages such as cost efficient Ethernet
services, ultra-low latency, low power consumption and future proof network
design.
Transmode is headquartered in Stockholm, Sweden and is listed on the NASDAQ OMX
Stockholm Exchange (TRMO). Since 2000 the company has installed more than
40,000 systems for over 500 fixed and mobile network operators, service
providers, large enterprises and public institutions in over 45 countries across
the globe.
For additional information about Transmode, please visit www.transmode.com.
[HUG#1693242]
