Minutes from Annual General Meeting in HMS
April 26 2017 - 6:45AM
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)
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
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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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