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.
Semcon's Annual General Meeting 2009 for the 2008 financial year (summary)
| Source: Semcon AB