The shareholders of HMS Networks AB (publ) are
hereby invited to the Annual General Meeting, which will be held at
10.30 a.m on Wednesday 25 April 2018 at the HMS head office,
Stationsgatan 37, Halmstad. Registration for the Annual General
Meeting will begin at 9.30 a.m.
Right to participate in the
Annual General Meeting
Shareholders who wish to participate in the Annual General Meeting
must be registered in the share register kept by Euroclear Sweden
(the Swedish Central Securities Depository) on Thursday 19 April
2018 and give notice of their intention to
participate in the Annual General Meeting to the Company no later
than on Thursday 19 April 2018 preferably before 4 p.m.
Notification shall be made by phone +46 (0)35-17
29 00, in writing to Computershare AB, "HMS Networks AB's Annual
General Meeting" Box 610, 182 16 Danderyd, or via the
website: www.hms-networks.com. The notification should include
name, personal ID number/CIN, shareholding, address, daytime
telephone number and, when applicable, information on assistants
(no more than two) or deputies who will be attending. The
notification should include, where applicable, complete
authorisation documents such as registration certificate, power of
attorney, or equivalent.
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, unless a longer period of
validity is stated in the power of attorney (no more than five
years). The power of attorney in original and, if applicable,
registration certificate must be sent to Computershare AB, "HMS
Networks AB's Annual General Meeting", Box 610, 182 16 Danderyd,
well in advance of the Annual General Meeting. A form of power of
attorney is available on the HMS website www.hms-networks.com 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 Center 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 Thursday 19 April 2018, which means that shareholders
must notify their intentions on this matter to the nominee well in
advance of the stated date.
Proposed agenda
-
Opening of the Meeting
-
Election of Chairman of the Meeting
-
Preparation and approval of the voting
list
-
Approval of the Agenda
-
Election of one or two persons to approve the
minutes
-
Determination as to whether the Meeting has been
duly convened
-
Presentation of the Annual Report, Auditors'
Report and the Consolidated Accounts and Consolidated Auditors'
Report
-
Report by the CEO
-
Resolution concerning the adoption of the Income
Statement and Balance Sheet, and of the Consolidated Income
Statement and Consolidated Balance Sheet
-
Resolution concerning the allocation of the
Company's profit as set forth in the adopted Balance Sheet
-
Resolution concerning the discharge of liability
for Board Members and CEO
-
Presentation of the work of the Nomination
Committee
-
Determination of the number of Board Members and
Deputies and Auditors
-
Determination of fees payable to Board Members
and Auditor
-
Election of Board Members
-
Election of Auditor
-
Determination on guidelines for remuneration to
senior executives
-
Resolution on the Board of Directors' proposal
for authorisation of the Board to resolve on new share issues
-
Resolution on the Board of Directors' proposal
for authorisation of the Board to resolve on repurchase of the
company's own shares within existing Share Saving Plan
2018-2021
-
Resolution on the Board of Directors' proposal
for (a) implementation of a performance based Share Saving Plan
2019-2022 for all employees, (b) authorisation of the Board to
resolve on repurchase of own shares within Share Saving Plan
2019-2022 and (c) transfer of own shares to participants in Share
Saving Plan 2019-2022.
-
Closing of the meeting
The Nomination Committee's
proposals
Election of Chairman of the
Meeting, determination of the number of Board Members and Deputies
and Auditors, determination of fees payable to Board Members and
Auditor and election of Board Members and election of Auditor (item
2 and 13-16)
The Nomination Committee for 2018, comprising Chairman Jan Svensson
(Investment AB Latour), Evert Carlsson (Swedbank Robur Funds), Per
Trygg (SEB Funds), Staffan Dahlström (own holding) and Charlotte
Brogren (Chairman of the Board), proposes:
-
that Charlotte Brogren shall be appointed
Chairman of the Annual General Meeting (item 2);
-
that the Board of Directors shall consist of six
Board Members without any deputies and that a registered public
accounting firm shall be elected as Auditor (item 13);
-
that fees to the Board members, unchanged, shall
amount to a total of SEK 1,450,000 (1,450,000), of which SEK
450,000 (450,000) shall be paid to the Chairman, and SEK 200,000
(200,000) to each other Board Member, that the fee for work in the
Audit Committee shall amount to SEK 50,000 to the Chairman and
SEK 50,000 to each other member in the Audit Committee and
that no fees shall be paid for work in other committees. The fees
to the Auditor shall be paid according to approved invoices (item
14);
-
that the Board Members Ray Mauritsson, Charlotte
Brogren, Fredrik Hansson and Anders Mörck shall be re-elected as
Board Members, that Cecilia Wachtmeister and Ulf Södergren shall be
elected as new Board member, and that Charlotte Brogren shall be
re-elected as Chairman of the Board. Henrik Johansson and Kerstin
Lindell have declined re-election (item 15); and
-
that, in accordance with the Audit Committee's
recommendation, Öhrlings PricewaterhouseCoopers AB is re-elected as
the company's auditor, with Authorised Public Accountant Fredrik
Göransson as auditor in charge for a mandate period of one year
(item 16).
Proposals from the Board of
Directors
Resolution concerning the
allocation of the Company's profit as set forth in the adopted
Balance Sheet (item 10)
The Board proposes that the Parent Company's profit of SEK 3,100
and retained earnings of SEK 97,548,915, in total SEK 97,552,015 is
allocated so that SEK 1.50 per share, corresponding to SEK
69,894,065 in total is distributed to the shareholders as dividend
and that the remaining amount is carried forward. The parent
company's equity is expected be strengthened during 2018 through
dividends from subsidiaries. The proposed record date for the
dividend is 27 April 2018. If the Annual General Meeting approves
the Board's proposal, the estimated date for payment of the
dividend from Euroclear Sweden is Thursday 3 May 2018.
Determination of
guidelines for remuneration to senior executives (item
17)
The Board of Directors' proposal for guidelines for remuneration to
senior executives entails in principal that the total remuneration
shall be based on market conditions and be competitive. The
benefits shall comprise fixed salary, variable cash salary,
long-term incentive programs and pension. The variable cash salary
to the senior executives shall be based on predetermined and
measurable financial objectives for the group and shall in
principal be based on growth in combination with profitability. In
addition, individual objectives can be determined. The maximum
individual annual amount shall not exceed 50 per cent of the basic
salary. Variable cash salary can also be paid in the form of
long-term incentive programs. Pension benefits shall be fee-based
and for the CEO, the pension shall amount to 35 per cent of the
fixed monthly salary up to 28,5 price base amounts, and to 25 per
cent on fixed salary exceeding such amount. For other senior
executives, the ITP-agreement will apply. The Board shall have the
right to deviate from the guidelines in individual cases if there
are particular grounds for such deviation.
Resolution on
the Board of Directors' proposal for authorisation of the Board to
resolve on new share issues (item 18)
The Board of Directors proposes that the Annual General Meeting
resolves to authorise the Board of Directors to resolve on new
share issues in accordance with the following conditions:
-
The authorisation may be exercised on one or
several occasions up to the annual general meeting 2019.
-
Maximum 2,340,943 shares, corresponding to
approximately 5 per cent of the company's share capital, may be
issued.
-
An issue may be made with or without deviation
from the shareholders' preferential right.
-
An issue may be made against cash payment, by
set-off or by contribution in kind.
-
The subscription price shall, at deviation from
the shareholders' preferential right, be determined in accordance
with market practice. The Board of Directors shall be entitled to
determine other terms of the issue.
The purpose of the authorisation, and the reason
for the deviation from the shareholders' preferential right, is to
enable the company to finance or carry out, in whole or in part,
company acquisitions with the company's own shares. There have been
requests from sellers of companies to receive shares in HMS
Networks as payment in conjunction with acquisitions and in case of
acquisitions of smaller entrepreneurial companies it might work as
an important incentive for the seller to receive shares in HMS
Networks. The authorisation is only valid at possible acquisitions
and if no acquisitions is completed in which the whole or part of
the payment is paid in form of HMS Networks shares the
authorisation will not be utilised.
Under the Swedish Companies Act, the resolution of
the general meeting on authorisation for the Board of Directors to
resolve on new share issues requires the support of shareholders
representing at least two-thirds of both the number of votes cast
and the shares represented at the meeting in order to be valid.
Resolution on
the Board of Directors' proposal for authorisation to resolve on
repurchase of the company's own shares within existing Share Saving
Plan 2018-2021 (item 19)
The Board of Directors of HMS Networks AB (publ) proposes that the
Annual General Meeting resolves to authorise the Board to resolve
on repurchase of own shares within Share Saving Plan 2018-2021.
At the 2017 Annual General Meeting it was resolved
to implement Share Saving Plan 2018-2021, comprising an
authorisation for the Board of Directors to repurchase own shares
in order to hedge the company's undertakings to delivery shares to
the participants of the program. Since the Annual General Meeting
2017, the Board of Directors has, based on the authorisation,
repurchased own shares and the company's holding of own shares as
of the date of this proposal amounts to 222,825 shares. Depending
on the outcome in previous share saving programs, the company may
be in need of more shares to ensure the delivery of shares to the
participants of the Share Saving Plan 2018-2021 and, therefore, the
Board of Directors proposes that the Annual General Meeting
resolves to authorise the Board to resolve on repurchase of own
shares in accordance with the terms of the Share Saving Plan
2018-2021 on the following conditions:
-
The repurchase of shares shall take place on
Nasdaq Stockholm.
-
The authorisation may be exercised on one or
several occasion until the Annual General Meeting 2019.
-
The repurchase shall as a maximum comprise the
number of shares required for delivery of Matching and Performance
Shares to the participants in Share Saving Plan 2018-2021, however
no more than 70,000 shares.
-
Repurchase shall be made at a price within the
share price interval registered from time to time, where share
price interval means the difference between the highest buying
price and the lowest selling price.
-
Payment of the repurchased shares shall be made
in cash.
-
The Board of Directors shall have the right to
resolve on other terms and conditions for the repurchase.
Majority
resolution
Under the Swedish Companies Act, the resolution of the general
meeting on authorisation for the Board of Directors to resolve on
new share issues requires the support of shareholders representing
at least two-thirds of both the number of votes cast and the shares
represented at the meeting in order to be valid.
Resolution on
the Board of Directors' proposal on (a) implementation of a
performance based Share Saving Plan 2019-2022 for all employees,
(b) authorisation of the Board to resolve on repurchase of own
shares within Share Saving Plan 2019 - 2022 and (c) transfer of own
shares to participants in Share Saving Plan 2019-2022 (item
20)
A. Implementation of performance
based Share Saving Plan 2019-2022 for all employees
The Board of Directors for HMS Networks proposes
that the Annual General Meeting resolves on implementation of the
below described Share Saving Plan 2019-2022 to all employees,
comprising a maximum of 115 000 shares in the company,
according to the following principal conditions:
-
All permanent employees within the group as per
31 December 2018 (approximately 600 persons) will be offered to
participate in the program. In order to participate in the program,
the participant must, with own funds, make an investment of minimum
1% and maximum between 3% and 6% (depending on position, se item 2
below) of his or her annual fixed gross salary in shares in the
company at market price over Nasdaq Stockholm ("Saving Shares").
Notification of participation in Share Saving Program 2019-2022
shall be made no later than 31 December 2018. The investment shall
take place during 2019, and shall be made to an amount
corresponding to minimum 1% of the gross salary for 2018, with the
possibility to further investment up to the fixed maximum
amount.
-
For senior executives (approximately 65
persons), it is required that the own investment amounts to a
minimum of 1% and a maximum of 6% of the gross salary for 2018. For
other employees (approximately 530 persons), it is required that
the own investment amounts to a minimum of 1% and maximum of
3% of the gross salary for 2018.
-
Each Saving Share entitles the participant to
receive free of charge a maximum of two (2) shares in the company,
based on the achievement certain performance conditions
("Performance Share"). The performance conditions are based on the
development of earnings per share according to determined
objectives by the Board of Directors during the financial year
2020 - 2022 (the "Measurement Period").
-
Upon achievement of the performance conditions,
Performance Shares will be received within 60 days after the day of
the publishing of the year-end report regarding the financial year
2022. If the participant does not acquire Saving Shares according
to determined minimum level, do not hold all of his or her Saving
Shares up to and including 31 December 2022, or does not remain in
his or her employment or equivalent within the group as per this
date, the participant will not receive any Performance Shares. The
performance condition that has to be achieved of exceeded relates
to average annual growth of the company's earnings per share during
the Measurement Period, whereby Performance Shares is received
linearly between the interval 0-20% and an average annual growth
during the Measurement Period of 20% corresponds to maximum
allotment, i.e. two (2) Performance Shares.
-
A small number of selected consultants with
assignments of essential importance for the company should be
offered to, on comparable terms and conditions, participate in
Share Saving Plan 2019-2022.
-
The Board of Directors shall be responsible for
the detailed terms and conditions of Share Saving Plan 2019-2022
within the scope the above stated principal terms and conditions,
as well as such reasonable adjustments of the program which are
deemed appropriate or efficient due to legal or administrative
conditions. In addition, the Board of Directors shall have the
right to make minor amendments and deviations from the terms and
conditions due to local rules and occurring market
practice.
B. Authorisation for the Board of
Directors to resolve on repurchase of own shares within Share
Saving Plan 2019-2020
To enable the company's delivery of Performance
Shares according to Share Saving Plan 2019-2022, the Board of
Directors proposes that the Annual General Meeting resolves to
authorise the Board to resolve on repurchase of own shares in
accordance with the following conditions:
-
The repurchase of shares shall take place on
Nasdaq Stockholm.
-
The authorisation may be exercised on one or
several occasion until the Annual General Meeting 2019.
-
The repurchase shall as a maximum comprise the
number of shares required for delivery of Matching and Performance
Shares to the participants in Share Saving Plan 2019-2022, however
no more than 115,000 shares.
-
Repurchase shall be made at a price within the
share price interval registered from time to time, where share
price interval means the difference between the highest buying
price and the lowest selling price.
-
Payment of the repurchased shares shall be made
in cash.
-
The Board of Directors shall have the right to
resolve on other terms and conditions for the repurchase.
The repurchase is expected to take place in
conjunction with the investment period, i.e. during 2019. To the
extent that repurchase must be made after the Annual General
Meeting 2019 in order to ensure delivery of shares according to the
program's maximum amount, a new authorisation for repurchase of
shares is required by the next Annual General Meeting.
C. Transfer of own shares to
participants in the Share Saving Plan 2019-2022
To be able to deliver Performance Shares under
Share Saving Plan 2019-2022, the Board of Directors proposes that
the Annual General Meeting resolves on transfer of own shares in
accordance with the following conditions:
-
A maximum number of 115,000 shares may be
transferred free of charge to participants in Share Saving Plan
2019-2022.
-
With deviation from the shareholders'
preferential rights, the right to acquire shares free of charge
shall comprise persons within the group participating in Share
Saving Plan 2019-2022, with a right for each of the participant to
acquire the maximum number of shares stipulated in the terms and
conditions of the Share Saving Plan 2019-2022.
-
Transfer of shares shall be made free of charge
at the time for, and according to the terms for, the allotment of
shares to participants in Share Saving Plan 2019-2022.
-
The number of shares that may be transferred
under Share Saving Plan 2019-2022 may be recalculated due to any
intervening split or reverse share split, bonus issue, preferential
issue and/or similar corporate actions.
The reason for deviation from the shareholders'
preferential rights is to enable the Company to transfer
Performance Shares to the participants in Share Saving Plan
2019-2022.
Estimated
costs
The program will generate costs related to the application of IFRS
2 "Share-related remuneration" amounting to approximately MSEK 14.5
and costs for social security contributions of approximately MSEK
5.5 for the shares which are allotted free of charge. The total
effect on the income statement is estimated to amount to
approximately MSEK 20, distributed over the years 2019-2022.
Costs according to IFRS 2 do not affect the cash
flow or equity during the duration of the Share Saving Plan. The
acquisition cost of the shares is estimated to approximately MSEK
14.5 and will effect the cash flow and equity in connection with
acquisition of the shares. The social security contributions effect
the equity continuously, but the cash flow only in 2023, after that
the shares has been allotted. Administrative costs for the program
is estimated to amount to MSEK 0.5 during the duration of the
program.
The above cost-estimate is based on assumptions
that just over half of the employees participate in the program,
that all participants remains until the end of the program, an
investment level per participant based on historical outcome and a
maximum outcome on the performance conditions corresponding to two
(2) Performance Shares per Saving Share. For the share price at the
end of the program, a development corresponding to the outcome of
the performance condition earnings per share has been assumed.
Reason for
the proposal
The Board of Directors' reason for the abovementioned proposal on
Share Saving Plan 2019-2022 is that a personal long-term owner
commitment in the company by the employees is expected to stimulate
an increased interest for the company's operation and earnings, and
to increase the motivation and affinity with the company. The
offering and participate on in Share per Saving Share shall be
considered as a part of the total remuneration package. Therefore,
the Board of Directors assesses that the Share per Saving Share is
favorably for both the company and its shareholders. It is the
Board of Directors' intention to annually return to the Annual
General Meeting with proposals for share saving plans with
equivalent conditions and effects. In case the conditions for the
assumptions on number of employees that may be offered to
participate in the share saving program or otherwise that is the
basis for the calculations of the maximum size of the program
change, the Board of Directors' intends to return with a
supplementary proposal regarding repurchase and transfer of own
shares within Share Saving Plan 2019-2022, in order to ensure that
all employees as per 31 December 2018 who wish to participate in
the program can do so.
Effects on
key ratios
As per the date of the Board of Directors' proposal, the number of
shares in HMS Networks amounts to 46,818,868. The Share Saving Plan
2019-2022 is expected result in acquisition and transfer of a total
of approximately 115,000 shares, which corresponds to approximately
0.25% of the total number of outstanding shares and votes. The key
ratio earnings per share is not expected to be effected
substantially.
Majority
resolution
For a resolution to be adopted under this item, the proposal must
be supported by shareholders holding at least nine-tenths of both
the number of votes cast, as well as of the number of shares
represented at the meeting.
Information at
the Annual General Meeting
The Board and the CEO shall at the Annual General Meeting, if any
shareholder so requests and the Board believes that it can be done
without significant harm to the company, provide information
regarding circumstances that may affect the assessment of an item
on the agenda, circumstances that can affect the assessment of the
company's or its subsidiaries' financial position and the company's
relation to other companies within the group.
Available
documents
The Annual Report and Auditor's Report for the 2017 financial year,
the Board of Directors reasoned statement regarding the proposal
for dividend, the Nomination Committee's reasoned statement and the
Board of Directors complete proposal regarding items 17-20 and the
auditors statement on application of current guidelines for
remuneration to senior executives will be available at the company
and on the company's website, www.hms - networks.com, as
of 4 April 2018, and will be sent to all shareholders who so
request and state their postal address. A printed version of the
Annual Report may be received by sending address details to
ir@hms.se.
Number of shares
and votes in the company
At the time of this notice, the total number of shares and votes in
the company amounts to 46,818,868. The company's holding of own
shares amounts to 222,852, which do not entitle to any voting right
as long as the company is the holder of the shares.
....................................................
Halmstad, March 2018
HMS Networks AB (publ)
The Board of Directors
For more information please
contact:
CEO Staffan Dahlström, phone:
+46-35-17 29 01
CFO Joakim Nideborn, phone: +46-707-72 29 83
This information is such that HMS Networks AB
(publ) is required to disclose in accordance with the Swedish
Financial Instruments Trading Act and/or the Swedish Securities
Market Act. The information was submitted for publication at 14.00
CET on March 23, 2018.
HMS Networks AB (publ) is the
leading independent supplier of products for industrial
communication and remote management. Reported sales reached SEK
1,183 m in 2017 with more than 94 per cent outside Sweden.
Development and manufacturing take place at the headquarter in
Halmstad and in Ravensburg, Nivelles and Igualada. Local sales and
support are handled by branch offices in Japan, China, Germany,
USA, Italy, France, Belgium, Singapore, Spain, India, UK, Finland
and Denmark. HMS employs more than 500 people and develops and
manufactures solutions for connecting automation devices and
systems to industrial networks under the Anybus®, IXXAT® and
Intesis® brand and products for remote solutions and control under
the eWON® brand. HMS is listed on the NASDAQ OMX in Stockholm,
category Mid Cap, Information Technology.
Press release (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
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