SEMCON: Semcon’s Annual General Meeting 2013 for the 2012 Financial Year (Summary)

Regulatory News:

Semcon’s (STO:SEMC) Annual General Meeting (AGM) was held on Friday 26 April 2012 at Semcon headquarters in Gothenburg.

The president & CEO, Markus Granlund, presented the Group’s developments for 2012 and commented on the quarterly report for Q1 2013 released on the previous day.

Comment from Markus Granlund

"Semcon had a good year with sales growth and improved profit. Focusing on more markets and more profitable business models has paid off, both for our customers and for Semcon. The financial position was reinforced over the year. Net debt fell by SEK 172 million and the equity/assets ratio was 47% at year-end. It’s also pleasing to have signed another major order in 2012 worth around EUR 15 million with a German auto manufacturer. We have also extended our offer to the German market through the acquisition of the product information company Comet.”

The Annual General Meeting (AGM) took the following decisions:

Adopting

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

Dividend The AGM decided, in accordance with the board’s proposal, a share dividend of SEK 2.00 per share (-). The dividend makes up a total of 26% of the company’s profit after tax and amounts to SEK 36.2 million. The remaining unappropriated earnings of around SEK 299 million are to be brought forward. The record date for the dividend is 2 May 2013 and it is expected that payment will be made on 7 May 2013.

Discharge from liability

The AGM discharged board members, the CEOs and deputy CEO from liability for the 2012 financial year.

Board members

The AGM decided that the board should consist of five directly elected members. The meeting re-elected Marianne Brismar, Gunvor Engström, Håkan Larsson, Joakim Olsson and Kjell Nilsson as board members. The AGM elected Kjell Nilsson as chairman of the board.

Board and auditors’ fees

The AGM decided that the total fee to the Board will be increased from last year by a total of SEK 300,000, of which SEK 100,000 to the chairman and SEK 50,000 to each of the Board members elected by the meeting. A total fee of SEK 1,500,000 shall be paid to Board members elected by the meeting, of which SEK 500,000 to the chairman and SEK 250,000 to each of the other members elected by the meeting, and that no special fees be paid for work on board committees. The meeting also decided that auditors’ fees should be paid according to invoice.

Auditor The AGM re-appointed Deloitte AB as the chartered accounting company until the end of the next AGM.

Nomination committee’s procedure

The AGM decided on a nomination committee procedure with the same content as before, including that the three largest shareholders on 31 August 2013 will each be invited to nominate a member of the nomination committee. The chairman of the board will also be included.

Guidelines for determining salaries and other remuneration to senior executives

The AGM decided on guidelines to determine salaries and other remuneration to senior executives with the same content as before.

Authorization for the issue of new shares

The AGM authorized the board, until the next AGM, to decide on a new share issue, with deviation from shareholders’ preferential rights, of a maximum 1,811,253 ordinary shares to be used as payment for, or the financing of, an acquisition. The subscription price should correspond to the estimated market value.

Authorization to acquire and transfer own shares

The AGM authorized the board, until the next AGM, to decide on the acquisition of the company’s ordinary shares via the stock market within the relevant market price range, or via a take-over bid directed at owners of ordinary shares at a price equivalent to the market price, with the addition of no more than 20 per cent, for improving the capital structure and permitting the use of own shares as liquid assets in the event of an acquisition. The maximum take-over of shares on each occasion shall be such that the company, after the take-over, holds a maximum of ten per cent of all the company’s shares.

The AGM also authorized the board, until the next AGM, to decide on the transfer of the company’s own shares, with deviation from shareholders’ preferential rights and not via the stock market, for use as liquid assets. Transfers may be made at any time of the whole number of shares. The payment will be at a price corresponding to the estimated market price.

The board’s and nomination committee’s proposal

The board’s and nomination committee’s proposals are available in full at: www.semcon.com

Semcon is a global company active in the areas of engineering services and product information. The Group has 3,000 employees with extensive experience from many different industries. We develop technologies, products, plants and information solutions along the entire development chain and also provide many services including quality control, training and methodology development. Semcon boosts customers’ sales and competitive strength by providing them with innovative solutions, design and solid engineering solutions. The Group has sales of SEK 2.6 billion and activities at more than 45 sites in Sweden, Germany, the UK, Brazil, Hungary, India, China, Spain and Russia

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