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.
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.
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.
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.
This information was distributed by Cision http://www.cisionwire.se/