Stockholm, Sweden - The following decisions were passed at the Annual General Meeting (the "AGM") in Net Insight AB on 7 May 2015. The board of directors' complete proposals has previously been published and is available at the company's website, www.netinsight.net.
Approval of the annual report, appropriation of result and discharge from liability
The AGM decided to adopt the income statement and balance sheet, consolidated income statement and balance sheet for 2014. Furthermore, it was decided that the company's results shall be carried forward and thus no dividend will be distributed. The AGM decided to discharge the board members and the managing director from liability.
Number of board members and auditors, election of board members and auditors and fees to the board members and auditors
The AGM decided that the number of board members, appointed by the shareholders' meeting, should be seven without deputies. Lars Berg, Gunilla Fransson, Anders Harrysson, Cecilia Beck-Friis, Crister Fritzson and Regina Nilsson were re-elected and Jan Barchan was elected members of the board. Lars Berg was re-elected chairman of the board.
The AGM decided that the number of auditors shall be one without deputies. PricewaterhouseCoopers AB was re-elected as the company's auditor with Mikael Winkvist as auditor in charge.
The AGM decided that the remuneration to the board should amount to SEK 1,650,000 to be allocated with SEK 450,000 to the chairman of the board of directors and SEK 200,000 to each other member of the board of directors who are not employees in the company. For work relating to committees, each member appointed by the Board of Directors shall receive SEK 10,000 per meeting. Remuneration to the auditor will be on approved account.
Resolution regarding the nomination committee and guidelines for remuneration and other terms of employment for the group management
The AGM resolved to approve the proposed instructions for the nomination committee and the board of directors' proposal regarding guidelines for remuneration and other terms of employment for the group management.
Resolution on the issue of synthetic options
The AGM resolved to introduce a cash-based option programme related to Net Insight's share price development. The programme will be carried out through the issue of synthetic options, which may be acquired by approximately 10 present and future members of group management and other key employees at Net Insight.
Resolution regarding authorization for the board of directors to resolve to repurchase and transfer of own shares
The AGM resolved to authorize the board of directors to resolve to repurchase, on one or several occasions until the next annual general meeting, as many own shares as may be purchased without the company's holding at any time exceeding 5 per cent of the total number of shares in the company. Further, the AGM resolved to authorize the board of directors to resolve, on one or several occasions until the next annual general meeting, to transfer (sell) own shares.
The purpose of the authorization to repurchase own shares is to promote efficient capital usage in the company, to provide flexibility as regards the company's possibilities to distribute capital to its shareholders and to provide hedging for the company's option programme. The purpose of the authorization to transfer own shares is to enable the board of directors to make corporate acquisitions, product acquisitions or enter into collaboration agreements, or to raise working capital or broaden the shareholder base or for use in the context of the company's incentive plans or to provide hedging for the company's option programme.
Net Insight AB discloses the information provided herein pursuant to the Securities Market Act and/or the Financial Instruments Trading Act. The information was submitted for publication on May 7, 2015 at 13.00 pm CET.
For more information, please contact:
Lars Berg, Chairman of the Board, Net Insight AB
Phone: +46 8 685 04 69, e-mail firstname.lastname@example.org
Fredrik Tumegård, CEO, Net Insight AB
Phone: +46 8 685 04 00, e-mail: email@example.com
About Net Insight
Net Insight delivers the world's most efficient and scalable transport solution for Broadcast and IP Media,
Digital Terrestrial TV and IPTV/CATV networks.
Net Insight products truly deliver 100 percent Quality of Service with three times improvement in utilization of bandwidth for a converged transport infrastructure. Net Insight's Nimbra(TM) platform is the industry solution for video, voice and data, reducing operational costs by 50 percent and enhancing competitiveness in delivery of existing and new media services.
More than 200 world class customers run mission critical video services over Net Insight products in over 60 countries. Net Insight is quoted on the NASDAQ OMX, Stockholm.
For more information, please visit www.netinsight.net