Notice to attend the Extraordinary General Meeting of Semcon AB (publ)
Shareholders of Semcon AB (publ), corporate identity number 556539-9549, with its registered office in Göteborg, are hereby invited to participate in the Extraordinary General Meeting on Friday, 2 July 2021.
INFORMATION RELATED TO COVID-19
The company is mindful of the health and well-being of its shareholders and employees. It is important for Semcon to take social responsibility and contribute to reduce the risk of transmissions of COVID-19. Due to the extraordinary situation, the Extraordinary General Meeting will be carried out through mandatory advance voting (postal voting). Thus, it will not be possible to attend in person or through proxy at the General Meeting. Information about the resolutions adopted at the Extraordinary General Meeting will be published on the same day as the Extraordinary General Meeting as soon as the outcome of the vote is finally compiled.
PARTICIPATION IN THE EXTRAORDINARY GENERAL MEETING AND REGISTRATION
Shareholders who wish to participate, by advance voting, at the Extraordinary General Meeting shall:
- firstly, be entered in their own name in the share register maintained by Euroclear Sweden AB as of Thursday, 24 June 2021,
- secondly, cast their advance vote in accordance with the instructions under “Advance voting” below so that the advance vote is received by the company no later than on Thursday, 1 July 2021.
Information submitted during registration will be processed and used solely for the Extraordinary General Meeting. See below for additional information about the processing of personal data.
SHARES REGISTERED TO TRUSTEES
Shareholders whose shares are registered in the name of a trustee and who would like to attend the Extraordinary General Meeting must temporarily re-register their shares in their own name. Re-registration must be requested from the trustee and be executed at Euroclear Sweden AB not later than Monday, 28 June 2021. Shareholders who request such re-registration must notify their trustees well in advance of this date.
ADVANCE VOTING
Shareholders may exercise their voting rights at the Extraordinary General Meeting only by voting in advance, so-called postal voting.
A special form shall be used for advance voting. The form is available on www.semcon.com. The advance voting form is considered as the notification of attendance to the Extraordinary General Meeting. The completed voting form must be received by Semcon no later than on Thursday, 1 July 2021. The completed form shall be sent to: Semcon AB, attn: Annika Tedenhag, 417 80 Göteborg, Sweden. A completed form may also be submitted by e-mail and is then to be sent to annika.tedenhag@semcon.com. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form. The same applies if the shareholder votes in advance by proxy. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e., the advance vote in its entirety) is invalid.
Further instructions and conditions are included in the form for advance voting.
NUMBER OF SHARES AND VOTES
There are 18,112,534 shares and votes in the company. All shares are ordinary shares. On the date of publication of the notice to participate, the company holds 636,071 own shares. The company may not vote using its own shares.
PROPOSED AGENDA
- Opening of the Extraordinary General Meeting
- Election of Chair of the Extraordinary General Meeting
- Drafting and approval of the voting list
- Approval of the agenda
- Election of two people to approve the minutes together with the Chair
- Review as to whether the Extraordinary General Meeting has been duly convened
- Decision regarding appropriation of the company’s profits and record date for dividend
- Closing of the Extraordinary General Meeting
PROPOSED RESOLUTIONS
Item 2 – Election of Chair of the Extraordinary General Meeting
The Board proposes the Chair of the Board, Eva Elmstedt, as Chair of the Extraordinary General Meeting.
Item 7 – Decision regarding appropriation of the company’s profits and record date for dividend
In line with the Board’s proposal, the Annual General Meeting on 29 April 2021 resolved that no dividend was paid to shareholders. Thereafter, the Board has again evaluated the Group's development, including the Group's financial results and position and the general market outlook. In an overall assessment, the Board has decided to propose that a dividend of SEK 3 per share be paid out.
The size of the dividend can amount to a maximum of SEK 54,337,602 if the company does not hold any own shares as of the record date for the dividend.
As of the date of the notice convening the Extraordinary General Meeting, the company has 18,112,534 shares, of which 636,071 shares are currently own shares not eligible to dividend. Considering this, the sum of the dividend proposed above of SEK 54,337,602 may be lower depending on the number of own shares held on the record date for the dividend.
It is proposed that the record date for the dividend be 6 July 2021. If the Extraordinary General Meeting votes in accordance with the proposal, payment is expected to be made via Euroclear Sweden AB on 9 July 2021.
After the most recent decision on value transfer, SEK 343,933,637 remains of the amount disposable in accordance with Chapter 17, Section 3, first paragraph of the Companies Act.
DISCLOSURE OF INFORMATION AT THE EXTRAORDINARY GENERAL MEETING
The Board and CEO shall, at the request of any shareholder at the Extraordinary General Meeting, and if the Board deems that it can be done without inflicting material damage to the company, provide information on circumstances that can affect the assessment of matters on the agenda, conditions that can affect the assessment of the company’s or subsidiaries’ financial situation, or the company’s relationship to other Group companies. A request for such disclosure shall be submitted by post to Semcon AB, attn. Annika Tedenhag, 417 80 Göteborg, Sweden, or by e-mail to annika.tedenhag@semcon.com no later than 22 June 2021. The information is disclosed by making this available at the company’s head office and at www.semcon.com no later than 25 June 2021. The information is also sent within the same time limit to shareholders who so requested and provided their address.
ACCOUNTS AND FULL PRESENTATIONS OF PROPOSALS, ETC.
A copy of the adopted annual report containing the auditors’ report for 2020, the Board’s complete proposals, the Board’s statement in accordance with Chapter 18, Section 4 of the Companies Act and the Board’s report in accordance with Chapter 18, Section 6 item 3 of the Companies Act and the corresponding auditors’ statement, are available on the company’s website, www.semcon.com. They will also be available from the company at the above address and will be sent free of charge to shareholders who request a copy and provide their postal address.
PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
_______________________________
The Board for Semcon AB (publ)
Göteborg June 2021
The information was submitted for publication, through the agency of the contact person set out below, at 11.15 a.m. CEST on 1 June 2021.
For more information, please contact:
Carin Wiberg, General Counsel
Tel: +46 (0)31-721 03 06
Email: carin.wiberg@semcon.com
Kristina Ekeblad, Investor Relations manager
Tel: +46 (0)704-130 926
Email: kristina.ekeblad@semcon.com
Semcon is an international technology company. We turn technology into excellent user experiences by combining digital edge and engineering expertise. With diverse multi-disciplinary teams we add new perspectives creating sustainable and competitive businesses. Regardless if you aim to recharge a current product or service, reinvent new technology or reimagine future needs, our focus is always on human needs and behaviour in order to develop solutions with the clearest benefits to people and our planet. By combining our 40 years of advanced engineering, strategic innovation, digital services and product information solutions, we drive transformation in a wide range of industries with more than 2,000 dedicated employees based in seven different countries. Read more on semcon.com