Resolutions at the Annual General Meeting in HMS Networks

HMS Networks AB (publ) held its Annual General Meeting on April 23, 2024. 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 to approve the Board's proposed dividend of SEK 4.40 per share. The record date for the dividend was set to be April 25, 2024. The dividend is expected to be distributed by Euroclear Sweden on April 30, 2024.

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 2023 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 Charlotte Brogren, Anders Mörck, Cecilia Wachtmeister, Niklas Edling and Anna Kleine should be re-elected as Board members and to elect Johan Stakeberg as new Board Member,
• that Charlotte Brogren should be re-elected as Chairman of the Board,
• that Öhrlings PricewaterhouseCoopers AB, with Johan Palmgren as auditor in charge, should be re-elected as auditor,
• that the fees to the Board members should amount to a total of SEK 2,345,000, of which SEK 795,000 should be paid to the Chairman of the Board and SEK 310,000 to each other Board member, and that fee for work in the Audit Committee should amount to SEK 155,000 to the Chairman and SEK 80,000 to each other member in the Audit Committee, and that no fees should be paid for work in other committees.

BOARD'S REMUNERATION REPORT
The Annual General Meeting approved the Board's remuneration report.

GUIDELINES FOR REMUNERATION TO SENIOR EXECUTIVES
The Annual General Meeting resolved, in accordance with the Board’s proposal, on guidelines for remuneration to senior executives. In relation to the previous guidelines, the new guidelines entails that senior executives shall be able to receive an annual variable cash remuneration amounting to a maximum of 80 percent of the fixed cash salary, compared to previously 50 percent of the fixed cash salary, and a long-term variable cash bonus (LTI bonus) amounting to a maximum of 40 percent of the fixed cash salary each respective year in the measurement period, compared to
previously 50 percent of the fixed cash salary per the last year in the measurement period, with the adjustment that only one LTI program may be ongoing at a time. In addition, the provision of pension premiums for other senior executives (other than the CEO) has been adjusted to adapt to the new income cap for pensionable income of 30 income base amounts from ITP1.


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 such number of shares that corresponds to a maximum of 10 per cent of the company’s share capital to enable the company to finance or carry out, in whole or in part, acquisitions of companies.

IMPLEMENTATION OF SHARE SAVING PLAN 2025-2028 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 2025-2028. The program is addressed to all employees and comprise a maximum of 100,000 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 100,000 of the company’s own shares and to transfer the repurchased shares to the participants in the program.

For more information, please contact:
Staffan Dahlström, CEO HMS, +46 (0)35 17 29 01
Joakim Nideborn, CFO HMS, +46 (0)35 710 6983

HMS Networks AB (publ) is a market-leading provider of solutions in Industrial Information and Communication Technology (Industrial ICT) and employs over 1 200 people. Local sales and support are handled through over 20 sales offices all over the world, as well as through a wide network of distributors and partners. HMS reported sales of SEK 3,025 million in 2023 and is listed on the NASDAQ OMX in Stockholm in the Large Cap segment and Telecommunications sector.

Attachment

• HMS Bulletin from Annual General Meeting 2024

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