Summary of Semcon’s Annual General Meeting 2005
Semcon AB’s Annual General Meeting was held on Wednesday, 20 April 2005. The CEO, Hans Johansson, reported on the performance for 2004. Sales stood at SEK 1,289 million (1,199) and the operating profit was SEK 52.1 million (-52.8). The average number of employees was 1,444 (1,504).
Major customers include Volvo Car Corporation, Saab Automobile, Ericsson, AB Volvo, AstraZeneca, Bombardier, ABB and Scania.
Outlook
We consider that the market in 2005 will be relatively stable. We expect growth to continue with improved margins.
The AGM decided on the following:
Members of the Board of Directors
Christian W Jansson was re-elected as Chairman of the Board. Board members Pia Gideon, Carl-Åke Jansson, Annemarie Gardshol and Hans Johansson were re-elected. The AGM decided to elect Dan Persson as a new member.
Remuneration to the Board
The AGM decided that remuneration to the external board members should be SEK 150,000 per member. Remuneration to the Chairman of the Board should be SEK 300,000.
Dividends
Taking into account Semcon’s results for the year the AGM proposed that no dividend be paid to shareholders for 2004 (0).
New share issue
The AGM authorised the Board to take a decision, up to and including the Annual General Meeting in 2005, regarding a new share issue of 900,000 shares in the company.
Acquisition and transfer of shares
The AGM authorised the Board to take a decision, up to and including the Annual General Meeting, on one or more occasion, to decide on acquisitions and transfer of shares as follows:
1. Acquisitions shall only take place on the Stockholm Stock Exchange.
2. On each occasion the acquisition shall be for the highest amount of shares so that the company’s equity holding of its own shares will not exceed five per cent of the total shares in the company on each occasion.
3. Transfer shall be:
a. On the Stockholm Stock Exchange according to the prevailing price, or
b. As payment of all or part of the purchase price upon acquisition of companies or operations, whereby the indemnification shall be equal to the shares’ estimated market value.
Issue of a promissory note with the option to subscribe for a new issue, including a warrant-based incentive scheme.
The AGM authorised the Board to raise a debenture loan of SEK 1 through the issue of a promissory note with the option to subscribe for a new issue, and authorised a warrant-based incentive scheme as follows:
1 The promissory note does not carry any interest and falls due for payment on 1 July 2005.
2 The promissory note will be combined with 175,677 detachable warrants, giving the holder the right, between 20 April 2007 and 30 June 2007 to subscribe for new shares in the company for a nominal SEK 1, following an issue price corresponding to 110 per cent of the average price paid between 14 April 2005 and 27 April 2005. Upon full utilization of the warrants the share capital will increase by SEK 175,667, which corresponds to a dilution of around 10 per cent of the share capital in the company.
Nominating procedures before the AGM
The AGM decided that a nominating committee would be chosen that mirrors the Swedish code of corporate governance.
For more information please contact:
Christian W Jansson, Chairman, Semcon AB, +46 70816 02 20
Hans Johansson, CEO, +46 705 91 43 34
Bengt Nilsson, CFO, +46 704 47 28 68
Semcon is an internationally leading design and development company, with around 1,500 employees and sales in 2004 of SEK 1.3 billion. Semcon’s consultants develop products, processes and people. The combination of good growth over 25 years and well-established relationships with leading industrial groups provides a strong base for continued success. Semcon AB (publ) is listed on the O-list of Stockholmsbörsen and is currently active in Sweden, Australia, China, Denmark, Malaysia, Norway and the UK and, via partners, in Belgium, France, Greece, the Netherlands, Philippines, Portugal and Spain.
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