Resolutions at Semcon’s Annual General Meeting 2016
Semcon’s Annual General Meeting (AGM) was held on Thursday 28 April 2016 at the company’s head office in Göteborg, Sweden. The AGM took inter alia the following resolutions.
The AGM adopted the parent company and consolidated income statements and balance sheets.
The AGM resolved in accordance with the Board’s proposal to give a dividend of SEK 1.25 per share. In total the dividend amounts to SEK 22.3 million. The remaining disposable profit, around SEK 272 million, will be brought forward. The record date for the dividend is 2 May 2016 and payment is expected to be made on 6 May 2016.
Discharge from liability
The AGM granted the Board of Directors and the CEO discharge from liability for the 2015 financial year.
The AGM resolved that the Board of Directors will continue to comprise of five Directors elected by the general meeting without deputy directors. The AGM re-elected Marianne Brismar as Board member and current Board member Tore Bertilsson was elected Chairman. Furthermore Karl Thedéen, Jan Erik Karlsson and Jeanette Saveros were elected as board members.
Remuneration to the Board of Directors and auditors
The AGM resolved on unchanged fees to the Board of Directors. A total fee of SEK 1,610,000 shall be paid to the Board of Directors elected by the general meeting, of which SEK 550,000 to the Chairman and SEK 265,000 to each of the other Directors elected by the general meeting. No additional fees will be paid for work on Board committees. The AGM also resolved that auditors’ fees will be paid according to invoice.
The AGM re-elected Deloitte AB as its registered auditing company until the end of the next AGM.
Authorisation to issue new shares
The AGM authorised the Board, until the next AGM, to resolve on new share issues, deviating from shareholders’ preferential rights, of no more than 1,811,253 ordinary shares to allow the use of own shares as payment for acquisition activities. The subscription price shall correspond to the share’s estimated market value.
Authorisation on the acquisition and transfer of own shares
The AGM authorised the Board, until the next AGM, to resolute on the acquisition of ordinary shares on the stock market within the applicable price interval or through directed offers to owners of ordinary shares, at a price equivalent to the market price with an addendum of no more than 20 per cent to improve the company’s capital structure and to allow the use of own shares as payment for acquisition activities, or to ensure fulfilment of the company’s commitments in the Performance-related Share Savings Scheme 2015. Acquisitions may, on each occasion, include up to a number of ordinary shares implying that the company after an acquisition, owns maximum ten per cent of the outstanding shares in the company.
The AGM also authorised the Board, until the next AGM, to resolve on the transfer of own shares, deviating from shareholders’ preferential rights and outside the stock market, as payment for acquisition activities. Transfers may, on each occasion, be the entire number of own ordinary shares. The value of the payment should be equivalent to the estimated market value.
For more information, contact:
Tore Bertilsson, Chairman of the Board, Semcon AB, +46 (0)31-721 03 06
Björn Strömberg, CFO, Semcon AB, +46 (0)31-721 03 06
Semcon is an international technology company in engineering services and product information. We have around 3,000 employees with extensive experience from many different industries. We develop technology, products, plant and information solutions along the entire development chain and also provide many services and products in areas such as quality control, training and methodology development. Semcon contribute to our customers’ competitive strength by providing innovative solutions, design and solid engineering expertise. Work processes and solutions are adapted to customer requirements, from taking part in the customer’s teams to in-house development projects. The Group had annual sales of SEK 2.6 billion in 2015 with activities at more than 40 sites in Sweden, Germany, the UK, Brazil, China, Hungary, India, Spain and Norway. Some of Semcon’s biggest customers include: ABB, AB Volvo, Audi, BMW, CEVT, Jaguar Land Rover, Scania, Volvo Cars and VW. Read more at semcon.com.