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Minutes from Annual General Meeting at HMS

by Thomas Carlsson | Apr 26, 2017

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, the 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 is 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 is 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

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