Resolutions at Semcon’s Annual General Meeting 2022

Semcon’s Annual General Meeting (AGM) was held on Friday 29 April 2022. The AGM was carried out through advance voting pursuant to temporary legislation. There was no possibility to attend in person or through proxy. The AGM took inter alia the following resolutions.

Adoption 

The AGM adopted the parent company and consolidated income statements and balance sheets.

Appropriation of the company’s profits 

In accordance with the Board’s proposal, the AGM resolved on a dividend of 4 SEK per share to be paid, and that the remaining funds available to the AGM will be carried forward to a new account. In total, the dividend amounts to SEK 70.4 million. The record date for the dividend will be 3 May 2022 and payment is expected to be made via Euroclear Sweden AB on 6 May 2022.

Discharge from liability

The AGM granted the Board of Directors and the CEO discharge from liability for the 2021 financial year.

Board members

The AGM resolved that the Board of Directors will continue to comprise of five directors elected by the AGM without deputy directors. The AGM re-elected Carl Backman, Carsten Browall, Eva Elmstedt, Jeanette Reuterskiöld and Karl Thedéen as Board members. Eva Elmstedt was re-elected as Chair of the Board.

Auditors

The AGM re-elected Ernst & Young AB as its registered auditing company until the end of the next AGM.

Remuneration to the Board of Directors and auditors

The AGM resolved on a total remuneration of SEK 1,830,000 be paid to Board members elected by the AGM, of which SEK 650,000 to the Chair and SEK 295,000 to each of the other members 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 Board’s remuneration report

The Annual General Meeting approved the remuneration report proposed by the Board for the 2021 financial year.

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. 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.

Minutes from the AGM with complete resolutions will be provided at the company’s website, www.semcon.com.
 

The information was submitted for publication, through the agency of the contact person set out above, at 3.30 p.m. CEST on 29 April 2022.

For more information, please contact:

Eva Elmstedt, Chair of the Board
Tel: +46 (0) 31-721 03 06

Björn Strömberg, CFO
Tel: +46 (0) 31-721 03 06

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 approximately 2,000 dedicated employees based in seven different countries. Read more on semcon.com