Corporate Governance.

Semcon AB is a Swedish company active on a global market. The company’s shares are quoted on the Nasdaq Stockholm.

Semcon applies the Swedish code of Corporate Governance and has no deviations to report. The current code is available at bolagsstyrning.se. Semcon is governed in accordance with Swedish corporate law. Semcon’s Articles of Association regulates the alignment of the business, share capital and how and when the notice to attend the AGM takes place. Semcon also complies with other applicable Swedish and foreign laws and regulations.

The summary below summarizes how responsibility for management and control of Semcon AB is divided between shareholders at the Annual General Meeting, the Board and the CEO according to external regulations and internal policies.

Annual General Meeting

The Annual General Meeting (AGM) is Semcon’s highest decision-making body. The notice to attend the Annual General Meeting appears in the Articles of Association. The notice to attend must be published in the Swedish Official Gazette, Post- och Inrikes Tidningar and at semcon.com. That the notice to attend has been published must be advertised in Dagens Industri. At AGMs, shareholders get the opportunity to place their voting rights and, in accordance with Swedish corporate law and Semcon’s Articles of Association, to take decisions concerning the composition of the Board and other central issues. Shareholders or proxies can vote for the number of shares he/she owns or represents at the meeting. AGM decisions made at the AGM are usually made with a simple majority. A qualified majority is however sometimes required for some decisions.

Nominations committee

According to a decision made by the AGM, based on ownership statistics from Euroclear Sweden AB on 31 August for each respective year, the Chair of the Board must convene the three largest shareholders in the company, who together shall appoint members of the Nominations committee. If any of them decline then the right to nominate transfers to the next shareholder in terms of size, who doesn’t already have the right to nominate members to the Nominations committee. The member nominated by the largest shareholder will be the Chair of the Nominations committee.

The Nominations committee’s members will be announced no later than six months before the AGM. Information about the Nominations committee’s members and how proposals to the AGM can be submitted are available in press releases at: semcon.com and in the Q3 report.

The Board

The Board is ultimately responsible for the organization and management of Semcon’s business activities. The work of the Board is regulated by the Companies’ Act, the Articles of Association and the procedures adopted annually by the Board.

The Annual General Meeting elects Board members and their deputies in Semcon AB. The Board must consist of no fewer than three members and no more than eight members with no more than two deputies. Semcon AB’s Board consists of five members elected by the AGM without deputies and three members with their deputies elected by employees. Of the eight Board members, all are Swedish Citizens. The Board’s structure meets the requirements for being independent set by the Swedish Code for Corporate Governance and in association with the NASDAQ Stockholm.

Audit committee

Semcon has decided the entire Board will carry out the audit committee’s tasks. The entire Board aims at keeping in close contact with the company’s auditors so that it can satisfactorily follow significant issues concerning the company’s accounts, reporting routines, management of company assets and internal control.

Remuneration Committee

The number of members of Semcon’s nomination committee shall be at least two, including the Chair of the Board. Currently, the remuneration committee consists of three members, including the Chair. The Remuneration Committee is to meet at least twice a year, and otherwise when necessary.

Auditors

The auditors are elected by the General Annual Meeting after proposal from the Nomination Committee.

Group Management

Group management consists of the CEO, CFO, General Counsel, Director Corporate Communications, Marketing & Sustainability and Presidents for the business areas. Group management holds regular meetings led by the CEO. The meetings follow an agenda and are minuted. In addition to these meetings, a number of meetings are held where all, or parts of, the Group management are present along with to the employees from the Group. Group management works towards close contact with every business area in order to support and provide help and the tools to make the business more effective, marketing, business development and internal exchange of knowledge.

Articles of Association for Semcon AB (publ.), corporate identity number: 556539-9549

§ 1 The Company name is Semcon AB. The Company is a public company (publ.).

§ 2 The Board shall have its registered office in the municipality of Gothenburg.

§ 3 The Company has as its objective to directly or indirectly carry on consultancy business within the areas of technical production and product development, and to pursue other compatible business.

§ 4 The share capital of the Company shall constitute a minimum of fifteen million (15 000 000) kronor and a maximum of SEK 60 million (60 000 000).

§ 5 The number of shares shall be a minimum of 15 000 000 and a maximum of 60 000 000.

§ 6 Two different types of share may be issued: ordinary shares and C shares. A maximum of 60 000 000 ordinary shares and 2 000 000 C shares may be issued. In voting at shareholder meetings, each ordinary share shall have one vote and each C share shall have one tenth of a vote. C shares do not entitle the holder to a share in the company’s dividends.

Upon the dissolution of the Company, C shares entitle the owner to an equal share of the Company’s assets as ordinary shares, although the maximum amount shall correspond to the quota value of the share plus an amount calculated on the day of distribution equal to STIBOR for the relevant period + 2% calculated from the day subscription liquidity for any C shares existing on the day of distribution was first paid. STIBOR for the relevant period shall be fixed on the day subscription liquidity for any C shares existing on the day of distribution was first paid.

Should the Company decide to issue, via cash offer or offset offer, new ordinary shares or C shares, the owners of ordinary shares and C shares shall have preferential rights to subscribe for new shares of the same share type in relation to the number of shares previously owned (primary preferential shareholder rights). Shares not subscribed for via primary preferential shareholder rights shall be offered for subscription to all shareholders (subsidiary preferential shareholder rights). If the number of shares offered in this way does not suffice for subscription via subsidiary preferential shareholder rights, then shares shall be divided among subscribers in relation to the number of shares they previously owned, and if this is not possible, shares shall be allocated via lottery.

Should the Company decide to issue, via cash offer or offset offer, exclusively new ordinary shares or C shares, all shareholders, irrespective of whether their shares are ordinary shares or C shares, shall have preferential rights to subscribe for new shares of the same share type in relation to the number of shares previously owned.

Should the Company decide to issue, via cash offer or offset offer, subscription warrants or convertibles, shareholders shall have preferential rights to subscribe for these subscription warrants or convertibles as though the offer were for those shares that the subscription warrants gave entitlement to subscribe for or the convertibles may be exchanged for.

The above statements shall not entail any restriction of the possibility to decide upon a cash issue or offset issue in deviation of preferential rights of existing shareholders. In the event of an increase in share capital through a bonus issue, new ordinary shares shall be issued in relation to the number of ordinary shares previously held. At such a time, old ordinary shares shall entitle the owner to new ordinary shares. Owners of C shares shall not have the right to participate in a bonus issue. The above statements shall not entail a restriction in the possibility of issuing a new type of share following a change to the Company’s Articles of Association.

§ 7 C shares owned by the Company may, following a decision by the Board, be converted into ordinary shares. A decision about conversion shall be reported for registration without delay to the Swedish Companies Registration Office. Conversion is executed when registration has taken place at the Swedish Companies Registration Office and the conversion has been recorded in the register kept by Euroclear Sweden AB.

§ 8 A reduction in share capital, although not below the minimum amount stated in § 4 above, shall take place upon the redemption of C shares at the request of an owner of a C share or following a decision by the Board or shareholder meeting. A request by an owner of a C share shall be made in writing to the company’s Board, and the Board shall address the matter without undue delay. When a decision has been made to reduce share capital, an amount equivalent to the reduction shall be allocated to a reserve fund, if the amount is available. Upon redemption, the owner of the C share shall be obliged to make redemption at an amount per C share equal to the share’s quota value plus an interest amount on the day of redemption equal to STIBOR for the relevant period plus 2% calculated from the day subscription liquidity for any requested, or as appropriate, the Board’s or shareholder meeting’s redemption decision existing C shares, were paid for the first time. STIBOR for the relevant period shall be fixed on the day subscription liquidity for any requested, or as appropriate, the Board’s or shareholder meeting’s redemption decision existing C shares, were paid for the first time. Payment of the redemption amount shall be made as soon as possible after the reduction in share capital has been registered.

§ 9 The Board shall, to the extent it is appointed by the Shareholders’ Meeting, be made up of a minimum of three and a maximum of eight Board Members with a maximum of two deputies.

§ 10 The Company shall appoint a minimum of one and a maximum of two auditors and a minimum of one and a maximum of two deputy auditors or one chartered accounting firm.

§ 11 Notification shall be issued by way of an announcement published in the Swedish Official Gazette, Post- and Inrikes Tidningar (PoIT), and on the corporate website. An ad about the notification shall be published in Dagens Industri.

§ 12 In order to participate in the Shareholders’ Meeting, shareholders must register with the Company no later than the date stated in the notification of the Shareholders’ Meeting. The latter mentioned day may not fall on a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not occur earlier than the fifth weekday prior to the Shareholders’ Meeting.

Shareholders may, at the Shareholders’ Meeting, be accompanied by one or two assistants, but only if the shareholder has given notice of such according to the preceding paragraph.

§ 13 The Chairman of the Board, or a representative appointed by the Board, shall open the shareholder meeting and lead the proceedings until a Chairman is elected.

§ 14 The Shareholders’ Meeting shall be held in Gothenburg or Stockholm.

At the Annual General Meeting, the following issues shall be dealt with:

1. Election of Chairman of the meeting;
2. Election of two persons to verify the minutes in addition to the Chairman;
3. Review as to whether the meeting has been duly convened;
4. Drafting and approval of the voting list;
5. Approval of the agenda;
6. Presentation of the annual accounts and auditors’ report as well as the consolidated annual accounts and consolidated auditors’ report;
7. Resolution regarding adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet;
8. Resolution regarding appropriation of the Company’s profit or loss according to the adopted balance sheet and, where applicable, decision regarding record date for dividend;
9. Resolution regarding indemnification of the Board members and the managing director;
10. Determination of the number of Board members and deputies and, where applicable, the number of auditors and deputy auditors;
11. Determination of board remuneration;
12. Determination of auditors’ remuneration;
13. Information as to assignments performed by the board candidates for other companies;
14. Election of Board members and deputies;
15. Where applicable, election of auditors and deputy auditors;
16. Other matters brought up at the Shareholders’ Meeting according to The Companies Act (2005:551) or the Articles of Association.

§ 15 At the Shareholders’ Meeting, each and every voting member may vote for the total number of shares that he or she represents.

§ 16 The Company’s fiscal year shall be the calendar year.

§ 17 The Company’s shares must be registered in a record register in accordance with Swedish Central Securities Depositories and Financial Instruments Accounts Act (SFS 1998:1479).

§18 The Board of Directors may collect powers of attorney in accordance with the procedure set out in Chapter 7, Section 4, second paragraph of the Companies Act (2005:551). The Board of Directors may decide, ahead of a General Meeting, that shareholders should be able to exercise their voting rights by post prior to the General Meeting.

Remuneration

Remuneration committee

The number of members of Semcon’s remuneration committee shall be at least two, including the Chair of the Board. The Remuneration Committee is to meet at least twice a year, and otherwise when necessary.

The current remuneration committee consists of three members:

• Eva Elmstedt, Chair of the Board (Chair of the Remuneration Committee)
• Carl Backman, Board member
• Jeanette Reuterskiöld, Board member

The Remuneration Committee’s primary area of responsibility is to prepare the Board’s decisions on remuneration and other terms of employment for senior executives and to follow up and evaluate targets and principles for variable remuneration and long-term incentive programs.

Remuneration to the Board of Directors

The Annual General Meeting 2022 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.

Remuneration to the auditors

The Annual General Meeting 2022 resolved that auditors’ fees will be paid according to invoice. More information in the latest Annual report, note 8.

Remuneration to the CEO and senior executives

The Annual General Meeting 2020 decided on remuneration principles and other employment guidelines concerning the CEO and senior executives that report to him. Remuneration to the CEO is decided by the Board. More information in the latest Annual report, note 9.

Auditors

Ernst & Young AB was elected as the company’s auditor by the Annual General Meeting in 2022 until the Annual General Meeting 2023. The company’s main auditor is Andreas Mast (born 1979). His other assignments include Nederman, VBG Group and Revolutionrace .

In addition to auditing, Ernst & Young AB will provide advice on accounting issues to Semcon. All services provided in addition to the statutory auditing service are checked specially to ensure that there is no conflict of interest or disqualification issue. No senior executive at Semcon has held any position at Ernst & Young AB. Semcon’s remuneration to auditors and purchase of services in addition to auditing appear in the latest Annual report, note 8.

Nomination Committee

The following principles regarding work and appointment of the Nominations Committee, were adopted by the Annual General Meeting 2019, and remain in force until a decision to amend the principles is taken by the Annual General Meeting, namely that the company shall have a Nominations Committee, that no remuneration be paid to the Nominations Committee, although the company shall pay the costs of the Nominations Committee, and that there be a nominations process with the following content.

1. The Nominations Committee shall comprise three, or in some cases (see point 6 below), four members. In addition, the Chairman of the Board shall be a co-opted member in the Nominations Committee.
2. Based on shareholder statistics received from Euroclear Sweden AB each year on 31 August, the Chairman of the Board is to without undue delay contact the three largest shareholders (based on number of votes) and ask each of them to appoint, within a reasonable period, one member of the Nominations Committee. If any of the three largest shareholders declines to appoint a member to the Committee, the other major shareholders will be asked to appoint a member to the Committee. If such an offer is made, it will go in turn to the largest shareholders (i.e., first to the fourth largest shareholder, then the fifth largest shareholder, etc.). The proceedings shall continue until the Nominations Committee consists of three members and the Chairman of the Board as a co-opted member. The Nominations Committee shall be constituted not later than 30 September.
3. The member proposed by the shareholder holding the most votes will serve as Chairman of the Nominations Committee.
4. Membership of the Nominations Committee applies until a new Committee is appointed.
5. The names of the members of the Nominations Committee shall be announced as soon as the Committee is appointed and six months before the next Annual General Meeting at the latest.
6. If there are changes in the shareholder structure after 31 August and earlier than two months prior to the Annual General Meeting, and if a shareholder consequently becomes one of the three largest shareholders and makes a request to the Nominations Committee’s Chairman to be represented on the Nominations Committee, then this shareholder shall have the right to either appoint an additional committee member or, if the Nominations Committee so decides, to appoint a representative to replace the representative of the shareholder who has the least number of votes following the changes in ownership structure.
7. If a member of the Nominations Committee resigns during the mandate period or is unable to fulfil his or her obligations, then the Chairman of the Nominations Committee shall without delay ask the shareholder to appoint a new representative within a reasonable time. If the shareholder declines to replace a new representative, the Chairman shall – provided that the number of shareholder-appointed members of the Nominations Committee thus will be less than three – ask other large shareholders to appoint a member to the Nominations Committee. If such an offer is given, it shall be offered to the largest shareholder in terms of voting rights (i.e. to the shareholder with the largest number of voting rights who has not already appointed or who has declined to appoint a member, then the next largest shareholder who has not already appointed or declined to appoint a member to the Nominations Committee, etc.). The proceedings shall continue until the Nominations Committee consists of three members and the Chairman of the Board as a co-opted member.
8. The Nominations Committee is to perform the duties that from time to time are required under the Swedish Corporate Governance Code. The duties of the Nominations Committee include making proposals for (i) Chairman of the Annual General Meeting, (ii) Chairman of the Board and other Board members, (iii) fees and other remuneration for Board assignments for each Board member, (iv) fees for auditors (v) selection of auditors and (vi) fees for members of the Nominations Committee and proposals for the nomination process in general. The Nominations Committee will provide the company with the information required for the company to meet its disclosure requirements under the Swedish Corporate Governance Code.