Semcon's Annual General Meeting 2009 for the 2008 financial year (summary)


Semcon's Annual General Meeting 2009 for the 2008 financial year (summary) 

Semcon's Annual General Meeting (AGM) was held on Thursday 29 April 2009 at
Semcon headquarter in Gothenburg. 

The CEO, Kjell Nilsson, presented the Group's developments for 2008 and
commented the quarterly report for Q1 released previous during the day. 

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 to not pay a dividend
and that the unappropriated earnings of around SEK 431 million be brought
forward. 

Discharge from liability
The AGM discharged board members and the CEO from liability for the 2008
financial year. 

Board members
The AGM decided that the board should remain to consist of six directly elected
members. The meeting re-elected Hans-Erik Andersson (chairman of the board),
Marianne Brismar, Gunvor Engström, Jorma Halonen, Håkan Larsson and Kjell
Nilsson as board members.

Board and auditors' fees
The AGM decided that the total fee to the directly elected board members be
unchanged from last year at SEK 1,200,000, of which SEK 400,000 to the chairman
and SEK 200,000 to each of the directly elected board members not already an
employee of the company, 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. 
Nomination committee's procedure
The AGM decided on a nomination committee procedure with predominantly the same
content as before, including that the three largest shareholders on 31 August
2009 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 predominantly the same content as before. 
Decision due to the 2008 Share Savings Scheme
The AGM authorized the board that until the next AGM, after the conversion of
the C shares, to transfer a maximum of 80,000 of the company's own shares on the
open market, within the relevant market price range, to cover costs associated
with the share savings scheme 2008. 

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.  Payment however may not be made in cash

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 company can never hold more
than 10 per cent of all the company's shares. 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 company currently holds
318,426 own shares, equivalent to 1.8 per cent of 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 for shareholders' preferential rights and
not via the stock market, for the use of the company's own shares as liquid
assets and payment will be at a price corresponding to the estimated market
price, however payment may not be made in cash.

Change to Articles of Association (notification method)
The AGM decided, on condition that the proposed new regulations concerning the
notification method in the Companies Act come into force, to change the Articles
of Association's regulations about the notification method (notification will be
issued in accordance with the new method).


The board's and nomination committee's proposal 
The board's and nomination committee's proposals are available in full at:
www.semcon.se.

This information is such that Semcon AB must publish according to laws governing
the securities market and/or laws governing trading in financial instruments.
This information was published at 5.45 p.m., 29 April 2009. 

For more information, please contact: 
Hans-Erik Andersson, Chairman of the Board Semcon AB, +46 (0) 73 684 07 99
Kjell Nilsson, CEO Semcon AB, +46 (0) 702 60 0 1 21

Semcon is a global engineering services company active in the areas of product
development and technical information with specialist teams that meet our
customers' requirements. The Group has sites at 40 locations on three continents
with around 3,000 employees who have extensive experience from many different
development-intense sectors. Semcon had annual sales of SEK 3.3 billion in 2008
and Semcon's shares are listed on the NASDAQ OMX Nordic Exchange Stockholm under
the SEMC ticker.

Anhänge

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