Bulletin from Transmode AB's Annual General Meeting 10

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News Desk 2018

Apr 10, 2014 at 5:45 AM

Bulletin from Transmode AB's Annual General Meeting 10 April 2014

Stockholm, Sweden - 10 April 2014 Approval of the Income Statement and the Balance Sheet The Annual General Meeting (the "Meeting") approved the profit and loss statement and the balance sheet for the parent company, as well as of the consolidated profit and loss statement and the consolidated balance sheet for the fiscal year 2013. Dividend The Meeting resolved, in accordance with the proposal of the Board of Directors, on dividend to the shareholders of SEK 6.50 per share, of which SEK 1.80 is an ordinary dividend and SEK 4.70 is an extraordinary dividend. The record date was determined as Tuesday 15 April 2014. The dividend is expected to be distributed on Tuesday 22 April 2014. Board of Directors The Meeting discharged the members of the Board of Directors and the Chief Executive Officer from liability for the fiscal year 2013. Current members of the Board of Directors Torbjörn Nilsson, Helena Nordman- Knutson, Tom Nyman, Axel Roos, Kevin Taylor, Gerd Tenzer and Roland Thornton were re-elected. The Meeting re-elected Tom Nyman as Chairman of the Board of Directors. Auditor The Meeting appointed PwC, with the authorised public accountant Johan Engstam as auditor in charge, as auditor for a term until the close of the Annual General Meeting 2015. Compensation to the Board of Directors The Board of Director's fee was set at SEK 1,775,000 which is unchanged from last year, in accordance with the Nomination Committee's proposal. The fee will be distributed as follows: SEK 325,000 to the Chairman of the Board of Directors, SEK 200,000 to each of Torbjörn Nilsson, Helena Nordman-Knutson and Axel Roos, SEK 250,000 to Gerd Tenzer and SEK 300,000 to each of Kevin Taylor and Roland Thornton. In addition to that a total fee of SEK 180,000 shall be distributed for committee work. Nomination Committee The Meeting approved the proposal for the Nomination Committee. Guidelines for remuneration to the senior executives The Meeting approved the Board of Directors' proposal regarding guidelines for remuneration to the senior executives. The guidelines substantially accords with what was determined at the Annual General Meeting in 2013. Incentive program The Meeting resolved to adopt the Board of Directors' proposal regarding a long- term incentive program. The program involves the implementation of a long-term share savings program that comprises all approximately 300 employees within Transmode and could result in a maximum allotment of 136,457 shares. Employees who choose to participate in the share savings program will, provided they make a personal investment in shares in Transmode (so-called saving shares), be allotted, free of charge, shares in Transmode (by so-called matching share rights and performance share rights) approximately three years after their investment, provided that certain conditions are fulfilled. Furthermore, the Meeting resolved in accordance with the Board of Directors' proposal to authorise the Board of Directors to resolve on repurchase of the Company's own shares on NASDAQ OMX Stockholm, up to an amount where the Company's holding does not at any time exceed 1 percent of the total number of shares and votes in the Company, and on a transfer up to 136,457 shares to participants in the program. The information in this announcement is required to be disclosed by Transmode AB under the Swedish Securities Markets Act (Sw. lagen om värdepappersmarknaden). This information was released for publication at 11.30 AM CEST on 10 April 2014. This is a translation of the Swedish original. In case of any inconsistency between the Swedish and English version, the Swedish version shall prevail. For more information please contact: Ola Elmeland Vice President Marketing & Communications Transmode Systems AB Telephone: +46 8 506 882 71 Email: ola.elmeland@transmode.com About Transmode Transmode is a global provider of packet-optical networking solutions that enable fixed line and mobile network operators to cost effectively address the capacity needs created by the rapid growth in video and data traffic. These solutions are important building blocks in next-generation high-speed optical networks that support services such as broadband backhaul, mobile data backhaul, video delivery services and cloud computing. Transmode's solutions are designed to increase the capacity, flexibility and functionality of metro and regional networks and are based on Wavelength Division Multiplexing (WDM) and transport technologies such as Ethernet. Transmode's Native Packet Optical 2.0 architecture gives customers key advantages such as cost efficient Ethernet services, ultra-low latency, low power consumption and future proof network design. Transmode is headquartered in Stockholm, Sweden and is listed on the NASDAQ OMX Stockholm Exchange (TRMO). Since 2000 the company has installed more than 45,000 systems for over 550 fixed and mobile network operators, service providers, large enterprises and public institutions in over 50 countries across the globe. For additional information about Transmode, please visit www.transmode.com. [HUG#1776127]

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