RESOLUTIONS AT SEMCON’S ANNUAL GENERAL MEETING 2017.
Semcon’s Annual General Meeting (AGM) was held on Wednesday April 26, 2017 at the company’s head office on Lindholmsallén 2 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 2.25 per share. In total the dividend amounts to SEK 40.8 million. The remaining disposable profit, around SEK 220 million, will be brought forward. The record date for the dividend is April 28, 2017 and payment is expected to be made on May 4, 2017.
Discharge from liability
The AGM granted the Board of Directors and the CEO discharge from liability for the 2016 financial year.
The AGM resolved that the Board of Directors will continue to comprise of five Directors elected by the AGM without deputy directors. The Annual General Meeting re-elected Tore Bertilsson as Chairman of the Board and re-elected Marianne Brismar, Jan Erik Karlsson, Jeanette Saveros and Karl Thedéen as board members.
Remuneration to the Board of Directors and auditors
The AGM resolved on increased fees to the Board of Directors. A total fee of SEK 1,720,000 shall be paid to the Board of Directors elected by the general meeting, of which SEK 600,000 to the Chairman and SEK 280,000 to each of the other Directors elected by the AGM. 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 elected Ernst & Young AB as its registered auditing company until the end of the next AGM.
Resolution regarding the Share Saving program 2017
The AGM 2017 resolved to implement a Share Saving Program for senior executives and key personnel, “Share Saving Program 2017”, in accordance with the Board’s proposals.
In summary, around 40 senior executives and key personnel in the Semcon Group will be invited to participate in the program that will run for a 12-month period from implementation. Participation will be conditional on the individual’s own investment in shares corresponding to an amount of maximum 10 per cent of the participant’s gross salary. Provided that the acquired shares are held by the employee for three years, the employee will be allocated a corresponding number of shares without consideration and – provided that certain performance requirements are met – an additional two to four shares for each acquired share.
The current holding of own ordinary shares held by Semcon is considered to cover the number of ordinary shares needed to fulfil obligations under the Performance-based Share Savings Scheme 2017 as now proposed.
The meeting also authorised the Board to transfer, without consideration, of up to 200,000 ordinary shares to participants of the Share Saving Program 2017, in accordance with the specific conditions adopted by the Board.
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, please contact:
Tore Bertilsson, Chairman of the Board Semcon AB +46 31-721 03 06
Björn Strömberg, CFO Semcon AB +46 31-721 03 06
Semcon is an international technology company that develops products based on human needs and
behaviours. We strengthen our customers’ competitiveness by always starting from the end user, because the person who knows most about the user’s needs creates the best products and the clearest benefits to humans. Semcon collaborates mainly with companies in the automotive, industry, energy, life science and telecom sectors. With more than 2,000 specialised employees, Semcon has the ability to take care of the entire product development cycle, from strategy and technology development to design and product information. Semcon was founded in Sweden in 1980 and has offices in over 30 locations in eight different countries. In 2016, the Group reported annual sales of SEK 1.8 billion. Read more on semcon.com.