Semcon — AGM Information 2010

Apr 29, 2010

Press release 29 April 2010

Semcon's Annual General Meeting 2010 for the 2009 financial year (summary)

Semcon's Annual General Meeting (AGM) was held on Wednesday 29 April 2010 at Semcon headquarter in Gothenburg.

The CEO, Kjell Nilsson, presented the Group's developments for 2009 and commented the quarterly report for Q1 released previous during the day.

"A wait-and-see attitude was clearly noticed in the first months of the year from many customers, resulting in a low utilization ratio and a weak result. The Group's equity/assets ratio is however still in line with the financial objectives. In general terms market conditions strengthened towards the end of the quarter as more companies are sensing better business conditions. We're seeing a dramatic increase in enquiries from all our prioritized industries, meaning we're expecting greater business volumes and a need to recruit in a number of areas over the rest of the year."

The Annual General Meeting (AGM) took the following decisions:

Adopting

The AGM adopted the parent company and consolidated income statements and balance sheets.

Dividend

The AGM decided in accordance with the board's proposal to not pay a dividend and that the unappropriated earnings of around SEK 263 million be brought forward.

Discharge from liability

The AGM discharged board members and the CEO from liability for the 2009 financial year.

Board members

The AGM decided that the board should remain to consist of six directly elected members. The meeting re-elected Hans-Erik Andersson (chairman of the board), Marianne Brismar, Gunvor Engström, Jorma Halonen, Håkan Larsson and Kjell Nilsson as board members.

Board and auditors' fees

The AGM decided that the total fee to the directly elected board members be unchanged from last year at SEK 1,200,000, of which SEK 400,000 to the chairman and SEK 200,000 to each of the directly elected board members not already an employee of the company, and that no special fees be paid for work on board committees. The meeting also decided that auditors' fees should be paid according to invoice.

Nomination committee's procedure

The AGM decided on a nomination committee procedure with predominantly the same content as before, including that the three largest shareholders on 31 August 2010 will each be invited to nominate a member of the nomination committee. The chairman of the board will also be included.

Guidelines for determining salaries and other remuneration to senior executives

The AGM decided on guidelines to determine salaries and other remuneration to senior executives with predominantly the same content as before.

Decision due to the 2008 Share Savings Scheme

The AGM authorized the board that until the next AGM, after the conversion of the C shares, to transfer a maximum of 80,000 of the company's own shares on the open market, within the relevant market price range, to cover costs associated with the share savings scheme 2008.

Authorization for the issue of new shares

The AGM authorized the board, until the next AGM, to decide on a new share issue, with deviation from shareholders' preferential rights, of a maximum 1,811,253 ordinary shares to be used as payment for, or the financing of, an acquisition. The subscription price should correspond to the estimated market value. Payment however may not be made in cash

Authorization to acquire and transfer own shares

The AGM authorized the board, until the next AGM, to decide on the acquisition of the company's ordinary shares via the stock market within the relevant market price range or via a take-over bid directed at owners of ordinary shares at a price equivalent to the market price, with the addition of no more than 20 per cent, for improving the capital structure and permitting the use of own shares as liquid assets in the event of an acquisition. The company can never hold more than 10 per cent of all the company's shares. The maximum take-over of shares on each occasion shall be such that the company, after the take-over, holds a maximum of ten per cent of all the company's shares. The company currently holds 292,831 own shares, equivalent to 1.6 per cent of the company's shares. The AGM also authorized the board, until the next AGM, to decide on the transfer of the company's own shares, with deviation for shareholders' preferential rights and not via the stock market, for the use of the company's own shares as liquid assets and payment will be at a price corresponding to the estimated market price, however payment may not be made in cash.

Change to Articles of Association (notification method)

The AGM decided, on condition that the proposed new regulations concerning the notification method in the Companies Act come into force, to change the Articles of Association's regulations about the notification method (notification will be issued in accordance with the new method).

The board's and nomination committee's proposal

The board's and nomination committee's proposals are available in full at: www.semcon.com

For more information, please contact:

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Hans-Erik Andersson, Chairman of the Board Semcon AB, +46 (0) 73 684 07 99 Kjell Nilsson, CEO Semcon AB, +46 (0) 31 721 03 11

This information is such that Semcon AB must publish according to laws governing the securities market and/or laws governing trading in financial instruments. This information was published at 5.30 p.m., 29 April 2010.

Semcon is a global company active in the areas of engineering services and product information. The Group has around 2,600 employees with extensive experience from many different industries. Semcon develops products, plants and information solutions along the entire product development chain and also provides many other services including quality control, training and methodology development. Semcon boost customers' sales and competitive strength by providing them with innovative and solid engineering solutions. The Group has sales of SEK 2.3 billion with activities at more than 40 sites in Sweden, Germany, the UK, Brazil, Hungary, India, China, Spain, Malaysia and Russia. Semcon's shares are listed on OMX Nordic Exchange Stockholm under the SEMC ticker