HMS Networks AB’s Annual General Meeting on April 23, 2024

The shareholders of HMS Networks AB (publ), Reg. no. 556661-8954, are hereby invited to the Annual General Meeting, which will be held at 10.30 a.m on Tuesday April 23, 2024 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 AB (the Swedish Central Securities Depository) on Monday April 15, 2024 and give notice of their intention to participate in the Annual General Meeting no later than on Wednesday April 17, 2024 preferably before 4 p.m.

Notification shall be made by phone +46 (0)35 17 29 00, in writing to HMS Networks AB, ”Annual General Meeting”, P.O. Box 4126, 300 04 Halmstad, Sweden or via the website: -networks.com. The notification should include name, personal ID number/CIN, address, daytime telephone number and, when applicable, information on assistants (no more than two).

Proxies

If a shareholder is represented by a proxy, a proxy should be issued with a power of attorney for the proxy. Anyone representing a legal entity must present a copy of the registration certificate, or other document demonstrating the signatory’s authority to sign for the legal entity. The power of attorney 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 HMS Networks AB, ”Annual General Meeting”, P.O. Box 4126, 300 04 Halmstad, Sweden or by email to , well in advance of the Annual General Meeting. A form of power of attorney is available on the HMS website -networks.com and at the company’s head office.

Nominee registered shares

In order to be entitled to participate in the Annual General Meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the Annual General Meeting, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of Monday April 15, 2024. Such registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee in accordance with the nominee’s routines at such a time in advance as decided by the nominee. Voting rights registrations that have been made by the nominee no later than Wednesday April 17, 2024, will be taken into account in the presentation of the share register.

Proposed agenda

1. Opening of the Meeting
2. Election of Chairperson of the Meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to approve the minutes
6. Determination as to whether the Meeting has been duly convened
7. Presentation of
   1. the Annual Report, Auditors’ Report and the Consolidated Accounts and Consolidated Auditors’ Report
   2. the statement by the Auditor on the compliance with the current guidelines for remuneration to senior executives
   3. the Board of Directors’ proposals according to items 14-17
8. Report by the CEO
9. Resolution concerning
   1. the adoption of the Income Statement and Balance Sheet, and of the Consolidated Income Statement and Consolidated Balance Sheet
   2. the allocation of the company's profit as set forth in the adopted Balance Sheet
   3. the discharge of liability for Board Members and CEO
10. Determination of the number of Board Members and Deputies and Auditors
11. Determination of fees payable to Board Members and Auditor
12. Election of Board Members
13. Election of Auditor
14. Resolution on approval of remuneration report
15. Resolution on the Board of Directors’ proposal to guidelines for remuneration to senior executives
16. Resolution on the Board of Directors’ proposal for authorisation of the Board of Directors to resolve on new share issues
17. Resolution on the Board of Directors’ proposal for (a) implementation of a performance-based Share Saving Plan 2025-2028 for all employees, (b) authorisation of the Board of Directors to resolve on repurchase of own shares within Share Saving Plan 2025-2028 and (c) transfer of own shares to participants in Share Saving Plan 2025-2028
18. Closing of the Meeting

The Nomination Committee’s proposals

Election of Chairperson 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 10-13)

The Nomination Committee for 2024, comprising Chairperson Johan Menckel (Investment AB Latour), Staffan Dahlström (own holding), Sophie Larsén (AMF Funds), Patrik Jönsson (SEB Funds) and Charlotte Brogren (Chairman of the Board) proposes:

• that Charlotte Brogren shall be appointed Chairperson of the Annual General Meeting (item 2);
• that the Board of Directors shall consist of six Board Members elected by the General Meeting, without any Deputies and that a registered public accounting firm shall be elected as Auditor (item 10);
• that fees to the Board Members shall amount to a total of SEK 2,345,000 (2,085,000), excluding committee fees, of which SEK 795,000 (695,000) shall be paid to the Chairperson, and SEK 310,000 (278,000) to each other Board Member elected by the General Meeting, that the fee for work in the Audit Committee shall amount to SEK 155,000 (114,000) to the Chairperson and SEK 80,000 (57,000) 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 11);
• that the Board Members Charlotte Brogren, Anders Mörck, Cecilia Wachtmeister, Niklas Edling and Anna Kleine shall be re-elected as Board Members, that Johan Stakeberg shall be elected as new Board Member, and that Charlotte Brogren shall be re-elected as Chairperson of the Board. Fredrik Hansson has declined re-election (item 12); and
• that, in accordance with the Audit Committee’s recommendation, Öhrlings PricewaterhouseCoopers AB is re-elected as the company’s Auditor, with Johan Palmgren as auditor in charge for a mandate period of one year (item 13).
  
  
  
  

Proposals from the Board of Directors

Resolution concerning the allocation of the company's profit as set forth in the adopted Balance Sheet (item 9b)

The Board of Directors proposes a dividend for the 2023 financial year of SEK 4.40 per share. The proposed record date for the dividend is Thursday April 25, 2024. If the Annual General Meeting resolves in accordance with the proposal, the estimated date for payment of the dividend from Euroclear Sweden is Tuesday April 30, 2024.

Resolution on the Board of Directors’ proposal to guidelines for remuneration to senior executives (item 15)

The Board of Directors proposes that the Annual General Meeting resolves on the following guidelines for remuneration to senior executives. These guidelines apply to persons who, during the period of time that the guidelines are in effect, are members of HMS Networks’ group management. The guidelines are applicable to remuneration agreed and amendments to remuneration already agreed, after adoption of the guidelines by the Annual General Meeting 2024. These guidelines do not apply to any remuneration decided or approved by the general meeting.

The guidelines’ promotion of HMS Networks’ business strategy, long-term interests and sustainability

HMS is a market-leading supplier of solutions for industrial ICT (Information and Communication Technology). HMS’ industrial communication products enables millions of machines, such as robots, frequency converters and air conditioning equipment, to be connected to different types of systems – a necessity to meet future demands for energy efficiency and suitability. In brief, HMS’ business strategy aims to achieve profitable growth in strategic markets, focus on sustainable product development, be a global actor with local presence and to have a sustainable supply chain. A prerequisite for the successful implementation of HMS’ business strategy and to the safeguarding of its interests, including its sustainability, is that the company is able to recruit and retain qualified personnel. The objective of HMS’ remuneration policy for senior executives is therefore to offer competitive and market-based remuneration, in order to attract, motivate and retain competent and skilled employees. These guidelines enable the company to offer a competitive total remuneration. Further information regarding HMS business strategy is available at HMS’ website, .

HMS has ongoing long-term share-related incentive plans, which have been resolved by the general meeting and are therefore excluded from these guidelines. The plans comprise all employees within HMS and aims to give the employees an increased interest for the company’s operation and earnings, and to increase the motivation and affinity with the company through a long-term owner commitment. The plans further enable HMS to offer a competitive total remuneration and thereby enabling the company to recruit and retain competent personnel. The performance criteria are currently linked to profit per share. Further, the incentive plans require own investment during a certain holding period. Further information on the incentive plans is available at HMS’ website, .

Types of remuneration, etc.

The remuneration to senior executives shall be market-based and may consist of fixed cash salary, variable cash remuneration, pension benefits and other benefits, as well as further variable remuneration under certain extraordinary circumstances. Additionally, the general meeting may – irrespective of these guidelines – resolve on, among other things, share-related or share price-related remuneration.

Fixed cash salary shall be determined on the basis that it should be competitive together with short- and long-term incentives. The absolute amount shall be determined based on the current position and the competence, experience and performance of the individual. The fixed cash salary shall be revised annually.

Variable cash remuneration shall be based on predetermined and measurable financial and non-financial objectives of the group. The measurement period for the objectives for annual variable cash remuneration shall be one year and annual variable cash remuneration may amount to a maximum of 80 percent of the fixed cash salary. In addition to annual variable cash remuneration, senior executives shall be able to receive 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. The LTI bonus shall be based on achieved financial and operational objectives, related to, for example, growth and operating profit, after a multi-year measurement period in three to five years. Payment of LTI bonus shall take place after the end of the measurement period and only one LTI program may be ongoing at a time.

The distribution between fixed cash salary and variable cash remuneration shall be proportionate to the executive’s responsibility and authority. The objectives shall primarily relate to growth and profitability, where the relationship between these performance measures shall determine the outcome of variable cash remuneration. In addition, individual objectives may be established. The objectives shall be designed so as to contribute to HMS’ business strategy and long-term interests, including its sustainability, by for example being clearly linked to the business strategy or promote the executive’s long-term development.

For the CEO, pension benefits, including health insurance benefits (Sw: sjukförsäkringsförmåner) shall be premium defined. The pension premium may amount to a maximum of 35 percent of the pensionable income up to 28.5 price base amounts, and a maximum of 25 percent on exceeding part of the pensionable income.

For other senior executives, pension benefits, including health insurance benefits, shall be premium defined. The pension premium shall amount to a maximum of 30 percent of the pensionable income, up to 30 income base amounts.

The variable cash remuneration shall qualify for pension benefits. LTI bonus should not be pensionable unless required by mandatory collective agreement provisions.

Other benefits may include, for example, medical insurance (Sw: sjukvårdsförsäkring), occupational health care (Sw: företagshälsovård) and company cars. Such benefits may amount to a maximum of 10 percent of the fixed cash salary.

Further variable cash remuneration may be awarded in extraordinary circumstances, provided that such extraordinary arrangements are made for the purpose of recruiting or retaining executives. Such remuneration may not exceed an amount corresponding to 50 percent of the fixed cash salary and may not be paid more than once each year per individual. Any resolution on such remuneration shall be made by the Board of Directors based on a proposal from the Remuneration Committee.

For employments governed by rules other than Swedish, pension benefits and other benefits may be duly adjusted for compliance with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines.

The satisfaction of criteria for awarding variable remuneration, etc.

The Remuneration Committee shall prepare, monitor and evaluate matters related to variable cash remuneration for the Board of Directors. To the extent the criteria for awarding variable cash remuneration has been satisfied, shall be determined when the measurement period has ended. Assessments of whether financial objectives have been met, shall be based on established financial information for the period. Remuneration to the CEO is decided by the Board of Directors, based on a proposal from the Remuneration Committee. Remuneration to other senior executives is decided by the CEO after consultation with the Remuneration Committee.

Variable cash remuneration may be paid after the measurement period has ended or be subject to deferred payment. The Board of Directors shall have the possibility, under applicable law or contractual provisions, to in whole or in part reclaim variable remuneration paid on incorrect grounds (claw-back).

Termination of employment

Senior executives shall be employed until further notice. For the CEO, there shall be a mutual notice period of six months. If notice of termination of employment of the CEO is made by the company, a severance pay corresponding to a maximum of twelve months fixed cash salary may be paid. Other income should not be deducted from the severance pay. If notice of termination of employment is made by the CEO, severance pay should not be paid. Between the company and other senior executives, there shall be a mutual notice period of six months, without any right to severance pay.

Senior executives may be compensated for a non-compete undertaking after the termination of the employment, however, only to the extent severance pay is not paid during the same period of time. Such remuneration is intended to compensate the senior executive for the difference between the fixed cash salary at the time of termination of the employment, and the (lower) income obtained, or could be obtained, by a new employment agreement, assignment or own business. The remuneration may be paid during the period the non-compete undertaking is applicable, and no longer than a period of twelve months after the termination of the employment.

Salary and employment conditions for employees

In the preparation of the Board of Directors’ proposal for these remuneration guidelines, salary and employment conditions for employees of HMS have been taken into account by including information on the employees’ total income, the components of the remuneration and increase and growth rate over time, in the Remuneration Committee’s and the Board of Directors’ basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable.

The decision-making process to determine, review and implement the guidelines

The Board of Directors has established a Remuneration Committee. The committee’s tasks include preparing the Board of Directors’ decision to propose guidelines for executive remuneration. The Board of Directors shall prepare a proposal for new guidelines at least every fourth year and submit it to the general meeting. The guidelines shall be in force until new guidelines are adopted by the general meeting. The Remuneration Committee shall also monitor and evaluate programs for variable remuneration for the executive management, the application of the guidelines for executive remuneration as well as the current remuneration structures and compensation levels in HMS. The members of the Remuneration Committee are independent in of the company and its executive management. The CEO and other members of the executive management do not participate in the Board of Directors’ processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.

Derogation from the guidelines

The Board of Directors may temporarily resolve to derogate from the guidelines, in whole or in part,

if in a specific case there is special cause for the derogation and a derogation is necessary to serve

HMS’ long-term interests, including its sustainability, or to ensure HMS’ financial viability. As set out above, the Remuneration Committee’s tasks include preparing the Board of Directors’ resolutions in remuneration-related matters. This includes any resolutions to derogate from the guidelines.

Description of significant changes to the guidelines and comments from shareholders

In relation to the current guidelines, resolved by the Annual General Meeting 2022, the proposal for the Annual General Meeting 2024 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. The proposed adjustments are a result of HMS’ increased presence in the USA, which has prompted a review of the current guidelines. 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. The Board of Directors has not received any comments from shareholders on the guidelines for remuneration to senior executives.

Resolution on the Board of Directors’ proposal for authorisation of the Board of Directors to resolve on new share issues (item 16)

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:

1. The authorisation may be exercised on one or several occasions up to the Annual General Meeting 2025.
   
   
2. Issues may be made of such number of shares that corresponds to a maximum of 10 per cent of the company’s share capital on the date when the authorisation is utilised for the first time.
   
   
3. An issue may be made with or without deviation from the shareholders’ preferential right.
   
   
4. An issue may be made against cash payment, by set-off or by contribution in kind.
   
   
5. 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, acquisitions of companies.

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 2025-2028 for all employees, (b) authorisation of the Board of Directors to resolve on repurchase of own shares within Share Saving Plan 2025-2028 and (c) transfer of own shares to participants in Share Saving Plan 2025-2028 (item 17)

A. Implementation of performance-based Share Saving Plan 2025-2028 for all employees

The Board of Directors proposes that the Annual General Meeting resolves on implementation of the below described Share Saving Plan 2025-2028 to all employees, comprising a maximum of 100,000 shares in the company, according to the following principal conditions:

1. All permanent employees within the group as per 31 December 2024 (approximately 1,300 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 2025-2028 shall be made no later than 31 December 2024. The investment shall take place during 2025 and shall be made to an amount corresponding to minimum 1% of the gross salary for 2024, with the possibility to further investment up to the fixed maximum amount.
   
   
2. For senior executives (approximately 120 persons), it is required that the own investment amounts to a minimum of 1% and a maximum of 6% of the gross salary for 2024. For other employees (approximately 1,180 persons), it is required that the own investment amounts to a minimum of 1% and maximum of 3% of the gross salary for 2024.
   
   
3. Each Saving Share entitles the participant to receive free of charge a maximum of two (2) shares in the company, based on the achievement of 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 years 2026-2028 (the “Measurement Period”). 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. Through the connection to earnings per share throughout the measurement period, the performance conditions contribute to the company’s long-term value creation.
   
   
4. 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 2028. Subject to customary exceptions, the participant does not receive Performance Shares if the participant does not acquire Saving Shares according to determined minimum level, does not hold all of his or her Saving Shares up to and including 31 December 2028, or does not remain in his or her employment or equivalent within the group as per this date.
   
   
5. 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 2025-2028.
   
   
6. The Board of Directors shall be responsible for the detailed terms and conditions of Share Saving Plan 2025-2028 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 adjustments to the terms and conditions and the administration of the share saving plan, in order to comply with local rules, market practice and administrative circumstances, in a cost-effective manner in some of the group's jurisdictions other than Sweden.

B. Authorisation for the Board of Directors to resolve on repurchase of own shares within Share Saving Plan 2025-2028

To enable the company’s delivery of Performance Shares according to Share Saving Plan 2025-2028, the Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to resolve on repurchase of own shares in accordance with the following conditions:

1. The repurchase of shares shall take place on Nasdaq Stockholm.
   
   
2. The authorisation may be exercised on one or several occasions until the Annual General Meeting 2025.
   
   
3. The repurchase shall as a maximum comprise the number of shares required for delivery of Performance Shares to the participants in Share Saving Plan 2025-2028, however no more than 100,000 shares.
   
   
   
   
4. 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.
   
   
   
   
   
   
5. Payment of the repurchased shares shall be made in cash.
   
   
6. 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 on one or several occasions in conjunction with the notification and investment periods during 2024 and 2025. To the extent that repurchase must be made after the Annual General Meeting 2025 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 2025-2028

To be able to deliver Performance Shares under Share Saving Plan 2025-2028, the Board of Directors proposes that the Annual General Meeting resolves on transfer of own shares in accordance with the following conditions:

1. A maximum number of 100,000 shares may be transferred free of charge to participants in Share Saving Plan 2025-2028.
   
   
2. 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 2025-2028, 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 2025-2028.
   
   
3. 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 2025-2028.
   
   
4. The number of shares that may be transferred under Share Saving Plan 2025-2028 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 2025-2028.

Shares that have been acquired by the company, and which are not transferred to participants in the Share Saving Plan 2025-2028 may be transferred to participants in previous share saving plans or future share saving plans decided on by the General Meeting of the company. Also, such shares acquired by the company within previous years' share saving plans may be transferred to participants in the Share Saving Plan 2025-2028, previous share saving plans or future share saving plans decided on by the General Meeting. Transfer shall take place in accordance with applicable rules for the current share saving plan.

Estimated costs

The program will generate costs related to the application of IFRS 2 “Share-related remuneration” amounting to approximately MSEK 37 and costs for social security contributions of approximately MSEK 13 for the shares which are allotted free of charge. The total effect on the income statement is estimated to amount to approximately MSEK 50, distributed over the years 2025-2028.

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 37 and will affect 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 2029, after that the shares has been allotted. Administrative costs for the program are estimated to amount to MSEK 0.8 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 remain 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 2025-2028 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 participation in the Share Saving Plan shall be considered as a part of the total remuneration package. Therefore, the Board of Directors assesses that the Share Saving Plan is favourably 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 to the Annual General Meeting 2025 regarding repurchase and transfer of own shares within Share Saving Plan 2025-2028, in order to ensure that all employees as per 31 December 2024 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 the company amounts to 46,818,868. The Share Saving Plan 2025-2028 is expected to result in acquisition and transfer of a total of approximately 100,000 shares, which corresponds to approximately 0.21% of the total number of outstanding shares and votes. The key ratio earnings per share is not expected to be affected substantially.

Majority resolution

Decision on the Board of Directors’ proposal under items A, B and C shall be made as a joint decision. The proposal, to be valid, 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.

Shareholders’ right to receive information

The Board of Directors and CEO shall at the Annual General Meeting, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda, circumstances that may affect the assessment of the company’s or its subsidiaries’ financial situation and the company’s relation to another company within the group.

Available documents

The Nomination Committee’s reasoned statement and form of power of attorney are available at the company and on the company’s website, -networks.com .

The Annual Report and Auditor’s Report for the parent company and the group for the 2023 financial year, the Board of Directors reasoned statement regarding the proposal for dividend and the Board of Directors complete proposal regarding items 14-17 and the Auditors’ statement on whether the current guidelines for remuneration to senior executives have been complied with, will be available at the company and on the company’s website, -networks.com , no later than April 2, 2024.

The documents will be sent free of charge to shareholders who so request and state their postal address. A printed version of the Annual Report may be received by sending address details to .

Number of shares and votes in the company

As per March 15, 2024, the total number of shares and votes in the company amounts to 46,818,868. As of the same date, the company’s holding of own shares amounts to 143 416 which do not entitle to any voting right as long as the company is the holder of the shares.

Processing of personal data

For information on processing of personal data, see

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Halmstad, March 2024

HMS Networks AB (publ)

The Board of Directors

For more information, please contact:

Staffan Dahlström, CEO HMS, +46 (0)35 17 29 01

Joakim Nideborn, CFO HMS, +46 (0)35 710 69 83

HMS Networks AB (publ) is a market-leading provider of solutions in industrial information and communication technology (Industrial ICT). HMS develops and manufactures products under the Anybus®, Ixxat®, Ewon® and Intesis® brands. Development takes place at the headquarter in Halmstad and also in Ravensburg, Nivelles, Igualada, Wetzlar, Buchen, Delft, Sibiu, Rotterdam and Bilbao. 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, Australiac UAE and Vietnam, as well as through a worldwide network of distributors and partners. HMS employs over 800 people and reported sales of SEK 3,025 million in 2023. HMS is listed on the NASDAQ OMX in Stockholm in the Large Cap segment and Telecommunications sector.

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