Bulletin from Annual General Meeting in HMS Networks

HMS Networks AB (publ) held its Annual General Meeting on April 23, 2020. The Meeting resolved in favour of all matters in accordance with the proposals of the Board of Directors and the Nomination Committee. The main contents of the most important resolutions are described below.

Allocation of earnings
The Annual General Meeting resolved in accordance with the Board’s proposal that no dividend shall be paid to the shareholders for the 2019 financial year, and that the profit for 2019 plus the retained earnings carried forward from the previous years shall be carried forward.

Adoption of the income statement and balance sheet and discharge from liability
The Annual General Meeting resolved to adopt the income statement and balance sheet for HMS Networks AB and the group as presented by the Board. The Board and the CEO were discharged from liability for the 2019 financial year.

Election of Board members and auditors and determination of fees
The Annual General Meeting resolved in accordance with the Nominating Committee's proposals, namely:

• that six (6) Board members should be elected without any deputies,
• that one (1) registered public accounting firm should be elected as auditor,
• that the Board members Charlotte Brogren, Fredrik Hansson, Anders Mörck, Cecilia Wachtmeister and Ulf Södergren should be re-elected, and that Niklas Edling should be newly elected.
• that Charlotte Brogren should be re-elected as Chairman of the Board,
• that Öhrlings PricewaterhouseCoopers AB, with Fredrik Göransson as auditor in charge, should be re-elected as auditor,
• that the fees to the Board members should amount to a total of SEK 1,625,000, of which SEK 500,000 should be paid to the Chairman of the Board and SEK 225,000 to each other Board member, and that fee for work in the Audit Committee should amount to SEK 100,000 to the Chairman and SEK 50,000 to each other member in the Audit Committee and that no fees should be paid for work in other committees. 

Guidelines for remuneration to senior executives
The Annual General Meeting approved the Board's proposal for guidelines for remuneration to senior executives.

Authorisation of the Board to resolve on new share issues
The Annual General Meeting resolved, in accordance with the Board's proposal, to authorise the Board to resolve on new share issues of maximum 2,340,943 shares in order to finance or carry out company acquisitions with the company’s own shares.

Implementation of Share Saving Plan 2021-2024 and hedging activities to enable delivery of shares within the program
The Annual General Meeting resolved, in accordance with the Board's proposal, to implement a performance-based share saving plan, Share Saving Plan 2021-2024. The program is addressed to all employees and comprise a maximum of 150,000 shares. In order to enable the company’s delivery of shares to the participants in the program, the Annual General Meeting further resolved, in accordance with the Board’s proposal, to authorise the Board to repurchase a maximum of 150,000 of the company’s own shares and to transfer the repurchased shares to the participants in the program.

Amendment of the Articles of Association
The Annual General Meeting resolved, in accordance with the Board’s proposal, to amend to Articles of Association for the purpose of adapting it to implemented and expected amendments to the Swedish Companies Act and the Swedish Financial Instruments Accounts Act.

For more information please contact:
CEO Staffan Dahlström, phone: [phone]
CFO Joakim Nideborn, phone: [phone]

HMS Networks AB (publ) is the leading independent supplier of solutions for industrial communication and the Industrial Internet of Things. HMS develops and manufactures products under the Anybus, Ixxat, Ewon and Intesis brands. Development takes place at the headquarters in Halmstad, Ravensburg, Nivelles, Igualada, Wetzlar and Buchen. Local sales and support are handled by branch offices in Germany, USA, Japan, China, Singapore, Italy, France, Spain, the Netherlands, India, UK, Sweden, South Korea and UAE, as well as through a worldwide network of distributors and partners. HMS employs over 600 people and reported sales of SEK 1,519 million in 2019. HMS is listed on the NASDAQ OMX in Stockholm, category Mid Cap, Information Technology.

Attachment

• PRM - HMS Notice of AGM 2020