Shares.

Key figures for shares

Semcon´s share capital is SEK 18 112 534, divided between 18 112 534 shares, each with a nominal value of SEK 1. All shares confer an equal right to a share of the company´s assets and profits. Each share gives the entitlement to one vote.

2015-2017 refers to continuing operations after the divestment of Business Area Engineering Services Germany.
*  Board of Director’s proposal.

Share Saving Program

The AGM 2018 resolved to implement a Share Saving Program for senior executives and key personnel, “Share Saving Program 2018”, in accordance with the Board’s proposals.
In summary, around 22 senior executives and key personnel in the Semcon Group will be invited to participate in the program that will run for a 12-month period from implementation.

Participation will be conditional on the individual’s own investment in shares corresponding to an amount of maximum 10 per cent of the participant’s gross salary. Provided that the acquired shares are held by the employee for three years, the employee will be allocated a corresponding number of shares without consideration and – provided that certain performance requirements are met – an additional two to four shares for each acquired share.

The current holding of own ordinary shares held by Semcon is considered to cover the number of ordinary shares needed to fulfil obligations under the Performance-based Share Savings Scheme 2018 as now proposed.

The meeting also authorised the Board to transfer, without consideration, of up to 180,000 ordinary shares to participants of the Share Saving Program 2018, in accordance with the specific conditions adopted by the Board.

Acquisition and transfer of own shares

The AGM decided in accordance with the Board’s proposal to authorize the Board up to the time of the next AGM on one or more occasions to decide on the acquisition of ordinary shares in the company on the following conditions:

Background and reasons for the proposal, etc.

The reason for the proposal, and the reason for deviating from preferential rights for existing shareholders, is that the Board wishes to create cost-efficient and flexible opportunities to: (i) improve the company’s capital structure and thereby increase share value and (ii) to make payments for acquisitions of companies or businesses or parts thereof. Against this background, a decision in accordance with the proposal is judged to be beneficial for the shareholders.

Decision to authorise the Board to decide on the acquisition of own shares

Against the background of the statements above, the AGM decided in accordance with the Board’s proposal that the AGM authorize the Board up to the time of the next AGM on one or more occasions to decide on the acquisition of ordinary shares in the company on the following conditions:

• Purchases are only to be made to (i) improve the company’s capital structure and (ii) to enable use of ordinary shares as liquidity in making payments for acquisition of companies or businesses or parts thereof.
• Purchases may only be made on Nasdaq Stockholm or through purchase offers directed to all owners of ordinary shares in the company.
• Purchases of ordinary shares in the company on each occasion are to represent a maximum of 10 per cent of all shares in the company following the purchase.
• Purchases on Nasdaq Stockholm shall be at a price per share within the current share price range for ordinary shares, or in the event that the Board assigns a stock exchange member to accumulate a specific amount of the company’s shares in their own account for a specific period, at a price per share within a specified price range for the period or equivalent volume-weighted average share price, and purchases linked with an acquisition offer are to be made at a maximum price per share equivalent to the market price of the ordinary share in the company at the date of the offer plus an additional amount of not more than 20 per cent.
• Payment for ordinary shares shall be made in cash.
• The appropriate terms in the listing agreement with Nasdaq Stockholm shall be observed for purchases.
• The Board has the right to set other conditions for purchases

In connection with the proposal, the Board has made a statement in accordance with Chapter 19 Section 22 of the Swedish Companies Act. Against the background of the statements above, the AGM decided in accordance with the Board’s proposal that the AGM authorize the Board up to the time of the next AGM, on one or more occasions, with deviation from shareholders’ preferential rights, to decide on the transfer of ordinary shares in the company on the following conditions:

• Transfers may only be made to use ordinary shares as liquidity for acquisition of companies or businesses or parts thereof.
• Transfers on each occasion may be for the total number of ordinary shares owned by the company.
• Transfers are to be made at a price corresponding to the ordinary share’s assessed market value in connection with transfer.
• Payment for ordinary shares is to be in capital contributed in kind.
• The Board has the right to set other conditions for transferring shares.

Dividend

According to Semcon’s financial objectives the share dividend from a long-term perspective should be at least one-third of the profit after tax.

The AGM decided in accordance with the Board’s proposal a share dividend of SEK 3.50 per share (2.25), which makes up for 87,5 per cent of EPS after dilution for continuing operations. Dividend amounts to SEK 61.9 million (40.8). The record day for the right to share dividend was Friday, April 27 2017 and payment was made on May 4 2018.