Resolutions at Semcon’s Annual General Meeting 2016

Semcon’s Annual General Meeting (AGM) was held on Thursday 28 April 2016 at the
company’s head office in Göteborg, Sweden. The AGM took inter alia the following
resolutions.
Adoption
The AGM adopted the parent company and consolidated income statements and
balance sheets.

Dividend
The AGM resolved in accordance with the Board’s proposal to give a dividend of
SEK 1.25 per share. In total the dividend amounts to SEK 22.3 million. The
remaining disposable profit, around SEK 272 million, will be brought forward.
The record date for the dividend is 2 May 2016 and payment is expected to be
made on 6 May 2016.

Discharge from liability
The AGM granted the Board of Directors and the CEO discharge from liability for
the 2015 financial year.

Board members
The AGM resolved that the Board of Directors will continue to comprise of five
Directors elected by the general meeting without deputy directors. The AGM re
-elected Marianne Brismar as Board member and current Board member Tore
Bertilsson was elected Chairman. Furthermore Karl Thedéen, Jan Erik Karlsson and
Jeanette Saveros were elected as board members.

Remuneration to the Board of Directors and auditors
The AGM resolved on unchanged fees to the Board of Directors. A total fee of SEK
1,610,000 shall be paid to the Board of Directors elected by the general
meeting, of which SEK 550,000 to the Chairman and SEK 265,000 to each of the
other Directors elected by the general meeting. No additional fees will be paid
for work on Board committees. The AGM also resolved that auditors’ fees will be
paid according to invoice.

Auditors
The AGM re-elected Deloitte AB as its registered auditing company until the end
of the next AGM.

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, or to ensure fulfilment of the company’s commitments in
the Performance-related Share Savings Scheme 2015. 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.
For more information, contact:
Tore Bertilsson, Chairman of the Board, Semcon AB, +46 (0)31-721 03 06
Björn Strömberg, CFO, Semcon AB, +46 (0)31-721 03 06
www.semcon.com
Semcon is an international technology company in engineering services and
product information. We have around 3,000 employees with extensive experience
from many different industries. We develop technology, products, plant and
information solutions along the entire development chain and also provide many
services and products in areas such as quality control, training and methodology
development. Semcon contribute to our customers’ competitive strength by
providing innovative solutions, design and solid engineering expertise. Work
processes and solutions are adapted to customer requirements, from taking part
in the customer’s teams to in-house development projects. The Group had annual
sales of SEK 2.6 billion in 2015 with activities at more than 40 sites in
Sweden, Germany, the UK, Brazil, China, Hungary, India, Spain and Norway. Some
of Semcon’s biggest customers include: ABB, AB Volvo, Audi, BMW, CEVT, Jaguar
Land Rover, Scania, Volvo Cars and VW. Read more at semcon.com.