Pre-Annual General Meeting Information • Mar 17, 2011
Pre-Annual General Meeting Information
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Halmstad, Sweden, March 17, 2011
The shareholders of HMS Networks AB (publ) are hereby invited to the Annual General Meeting, which will be held 10.00 a.m on Thursday April, 14 2011 at HMS headquarter, Stationsgatan 37, Halmstad. Registration for the Annual General Meeting will begin at 9:00 a.m.
Shareholders who wish to participate in the Annual General Meeting shall be registered in the share register kept by Euroclear Sweden (the former VPC AB - the Swedish Central Securities Depository) on Friday 8 April 2011 and give notice of their intention to participate at the Meeting to the Company no later than 4 p.m. on Monday 11 April 2011.
Notification of participation should be made by telephone on +46 35-17 29 80 or in writing to HMS Networks AB (publ), Stationsgatan 37, 302 45 Halmstad, by fax on +46 35-17 29 09 or by e-mail to [email protected]. The notification should state the name, social security or corporate registration number, shareholding, address, daytime telephone number and information, if necessary, on representation, and if so, the relevant details on deputies. In this case, a certified copy of the registration certificate, power of attorney or other document demonstrating the signatory's authority to sign must be included in the notification of participation.
Shareholders whose shares are registered in the name of a nominee through a bank or Securities Register Centre must temporarily reregister 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 Friday 8 April 2011, which means that shareholders must notify their intentions on this matter to the nominee well in advance of the stated date.
The total number of shares and votes in HMS Networks AB amounts to 11,152,900.
The Nomination Committee for 2010, comprising chairman Jan Svensson (Latour), KG Lindvall (Swedbank Robur Fonder), Nicolas Hassbjer (Hassbjer Investment) and Urban Jansson (Chairman of the Board), proposes:
The Nomination Committee proposes that the Annual General Meeting shall determine principles regarding the appointment of members of the Nomination Committee before the Annual General Meeting 2012, mainly in accordance with the following.
HMS shall have a Nomination Committee consisting of one representative from each of the three largest shareholders or owner groups (by number of votes) and the Chairman of the Board. The names of the three Committee members and the shareholders they represent shall be made public at the presentation of the Q3 report of the Company, and the contact names for questions regarding the Nomination Committee shall also be made public at that time. The Nomination Committee will be appointed on the basis of known shareholders in the Company on 31 August of the calendar year of question. The mandate period of the Nomination Committee extends until such time as a new Nomination Committee is appointed.
The Board proposes that the Parent Company's result of SEK -39,322 and profit brought forward of SEK 134,889,464, a total of SEK 134,850,142, is allocated so that SEK 2.00 per share, corresponding to a total of SEK 22,305,800 is paid to the shareholders as dividend and that the remaining amount is brought forward. The proposed record date for the dividend is Tuesday 19 April 2011. If the Annual General Meeting approves the Board's proposal, it is estimated that the dividend will be paid out through Euroclear Sweden on Tuesday 26 April 2011.
For the CEO and other members of executive management, the principles for determining remuneration are based on salary, short and long-term incentive programs and pension benefits. The Board proposes that corresponding principles shall be approved by the Annual General Meeting 2011 for the period up to the end of the Annual General Meeting 2012.
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The Annual Report and Auditor's Report for the 2010 financial year are posted on the Company's website. A printed version can be ordered by sending address details to [email protected]. The Board's statement regarding the proposal for allocation of profit (point 10), the Nomination Committee's and Board's complete proposals regarding points 16 and 17, and the Auditor's statement on whether the Board's guidelines on remuneration to leading executives have been followed, are available from the Company and are sent out to those shareholders who require it and state their postal address.
Gunnar Högberg, CFO and IR-Manager, phone: +46 35 17 29 95
HMS Networks AB (publ) is a world-leading supplier of communication technology for industrial automation. Sales for 2010 amounted to SEK 345 million. Over 90% of these sales were to customers located outside Sweden. All development and the major portion of manufacturing is carried out at the head office in Halmstad. Sales offices are located in Japan, China, Germany, the USA, Italy and France. HMS has 190 employees and produces network interface cards and products to interconnect different networks under the trademark Anybus®. The network interface cards are embedded in automation equipment such as inverter drives, robots, control systems and sensors. This allows subcomponents in machines to communicate with one another and with different networks in order to build more efficient and flexible automation systems with reduced energy consumption.HMS is listed on NASDAQ-OMX Nordic Exchange in Stockholm in the category Small Cap, Information Technology.
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