Shareholders of
INFORMATION RELATED TO COVID-19
The company is mindful of the health and well-being of its shareholders and employees. It is important for
A statement by the CEO will be published on the company's website in conjunction with the Annual General Meeting.
PARTICIPATION IN THE ANNUAL GENERAL MEETING AND REGISTRATION
Shareholders who wish to participate, by advance voting, at the Annual General Meeting shall:
- firstly, be entered in their own name in the share register maintained by
- secondly, cast their advance vote in accordance with the instructions under "Advance voting" below so that the advance vote is received by the company no later than on Wednesday,
Information submitted during registration will be processed and used solely for the Annual General Meeting. See below for additional information about the processing of personal data.
SHARES REGISTERED TO TRUSTEES
Shareholders whose shares are registered in the name of a trustee and who would like to attend the Annual General Meeting must temporarily re-register their shares in their own name. Re-registration must be requested from the trustee and be executed at
ADVANCE VOTING
Shareholders may exercise their voting rights at the Annual General Meeting only by voting in advance, so-called postal voting pursuant to Section 22 of the Act (2020:198) on temporary exemptions to facilitate the execution of general meetings in companies and other associations.
A special form shall be used for advance voting. The form is available on www.semcon.com. The advance voting form is considered as the notification of attendance to the Annual General Meeting. The completed voting form must be received by
Further instructions and conditions are included in the form for advance voting.
NUMBER OF SHARES AND VOTES
There are 18,112,534 shares and votes in the company. All shares are ordinary shares. On the date of publication of the notice to participate, the company holds 698,772 own shares. The company may not vote using its own shares.
PROPOSED AGENDA
Opening of the Annual General Meeting
- Election of Chairman of the Annual General Meeting
- Drafting and approval of the voting list
- Approval of the agenda
- Election of two people to approve the minutes together with the Chairman
- Review as to whether the Annual General Meeting has been duly convened
- Presentation of the Annual Report, auditors' report and consolidated accounts and consolidated auditors' report
- Decision regarding adoption of the income statement and balance sheet and the consolidated income statement and the consolidated balance sheet
- Decision regarding appropriation of the company's profits according to the adopted balance sheet
- Decision regarding discharge of liability for the Board members and the CEO
- Decision regarding the number of Board members and deputies
- Decision regarding number of auditors and deputy auditors or registered public accounting firm
- Determination of remuneration to the Board
- Determination of remuneration to the auditors
- Election of the Chairman of the Board, Board members and possible deputies
- Election of auditors and any deputy auditors or registered public accounting firm
- Decision regarding changes to the Articles of Association
- Presentation and approval of the Board's remuneration report
- Decision to authorise the Board to decide on new issues of shares
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A) Decision to authorise the Board to decide on the acquisition of the company's own shares
B) Decision to authorise the Board to decide on the transfer of own shares -
A) Decision on introducing a long-term Performance-based Share Savings Scheme 2021 for senior executives and key employees
B) Decision regarding authorising the Board to transfer own ordinary shares to participants in the Performance-based Share Savings Scheme 2021
C) Share swap agreement with a third party - Other matters
- Closing of the Annual General Meeting
PROPOSED RESOLUTIONS
Item 2 - Election of Chairman of the Annual General Meeting
The Nomination Committee, which was appointed in accordance with the procedure resolved on by the 2019 Annual General Meeting and applies until further notice, comprises Karin Dennford (JCE Group Aktiebolag) Chairman of the Nomination Committee,
The Board proposes that the funds available to the Annual General Meeting,
Item 11 - Decision regarding the number of Board members and deputies
The Nomination Committee proposes that there be five Board members elected by the Annual General Meeting and no deputies.
Item 12 - Decision regarding number of auditors and deputy auditors or registered public accounting firm
The Nomination Committee proposes that a registered public accounting firm be appointed auditor of the company.
Item 13 - Determination of remuneration to the Board
The Nomination Committee proposes, like last year, a total remuneration of
Item 14 - Determination of remuneration to the auditors
The Nomination Committee proposes that the fee paid to the auditor be made on open account, approved by the company.
Item 15 - Election of Chairman of the Board, Board members and possible deputies
The Board's current Chairman,
The Nomination Committee proposes the re-election of
The Nomination Committee proposes
More information about the Board members proposed for re-election is available on the company's website, www.semcon.com.
The proposed Board members are considered independent in relation to the company, company management and major shareholders in the company, with the exception of
Item 16 - Election of auditors and any deputy auditors or registered public accounting firm
The 2020 Annual General Meeting elected Ernst & Young Aktiebolag as auditor of the company until the close of 2021 Annual General Meeting. The Nomination Committee proposes that the registered auditing firm Ernst & Young Aktiebolag be elected as auditor until the close of the next Annual General Meeting, in accordance with the recommendation received by the Nomination Committee from the Board.
Item 17 - Decision regarding changes to the Articles of Association
The Board of Directors proposes that the Annual General Meeting resolves to adopt an updated Articles of Association in accordance with the following (changes in bold in the table):
Provision | Current wording | Proposed wording |
§1 |
The registered name of the company is |
The name of the company is |
New provision §18 | - | The Board of Directors may collect powers of attorney in accordance with the procedures stipulated in Chapter 7, Section 4, second paragraph of the Swedish Companies Act (2005:551). Prior to a General Meeting of Shareholders, the Board of Directors may resolve that shareholders shall be able to exercise their voting rights by post before the General Meeting of Shareholders. |
The Board's proposal for a new Articles of Association is available from the company and at www.semcon.com.
Item 18 - Presentation and approval of the Board's remuneration report
The Board of Directors proposes that the Annual General Meeting resolves to approve the remuneration report prepared by the
Item 19 - Decision to authorise the Board to decide on new issues of shares
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 for making payments for acquisitions of companies or businesses or parts thereof. The Board proposes that the Annual General Meeting authorise the Board, up to the time of the next Annual General Meeting, on one or more occasions, to decide on the new issue of ordinary shares in the company on the following conditions:
New shares may only be issued to enable use of ordinary shares as liquidity in the acquisition of companies or businesses or parts thereof.
- New shares shall be issued with deviation from existing shareholders' preferential rights.
- The new share issue may comprise a maximum of 1,811,253 ordinary shares.
- The subscription price is to correspond to the ordinary share's assessed market value at the time of issue.
- Payment for the subscribed ordinary shares in the company is to be in capital contributed in kind.
- The Board has the right to set other conditions for new issues.
On full utilisation of the authorisation to issue new shares, the total number of shares and votes in the company can increase by 1,811,253, representing dilution of around ten per cent of current shares and votes.
The proposal is identical to the previous year's authorisation from the Annual General Meeting.
Item 20 - Decision to authorise the Board to decide on the acquisition and transfer of the company's own shares
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.
A. Decision to authorise the Board to decide on the acquisition of own shares
The Board proposes that the Annual General Meeting authorise the Board, up to the time of the next Annual General Meeting, 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 ten 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.
B. Decision to authorise the Board to decide on the transfer of own shares
The Board proposes that the Annual General Meeting authorises the Board, up to the time of the next Annual General Meeting, 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 and 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.
Item 21 - Decision on introducing a long-term performance-based share savings scheme for senior executives and key employees, including the authorisation of the Board to transfer own ordinary shares to participants in the programme, etc.
Background and reasons for the proposal
The reason for the proposal, and the reason for deviating from preferential rights for existing shareholders, is that the Board of the company wishes to create the conditions to retain and recruit senior executives and key employees to the
The 2017 and 2018 Annual General Meetings agreed to introduce the Performance-based Share Savings Scheme 2017 and the Performance-based Share Savings Scheme 2018, which will end in 2021 and 2022, respectively. The conditions for the Performance-based Share Savings Scheme 2021 correspond to the conditions for the earlier share savings schemes for 2017 and 2018, with the exception of the performance criteria and the number of individuals offered participation in the programme. Approximately 25 senior executives and key employees will be offered to participate in the Performance-based Share Savings Scheme 2021 (compared with the programmes in 2017 and 2018 when a total of 21 senior executives and key employees participated). The performance criteria for the programmes in 2017 and 2018 used
The Performance-based Share Savings Scheme 2021 will include a maximum of 100,000 ordinary shares equivalent to a maximum of 0.55 per cent of the number of issued shares and voting rights on the date of the Annual General Meeting. In conclusion, about 25 senior executives and key employees in the
The stipulated conditions, in addition to the requirement that the employee must retain the purchased shares for three years, for receiving performance shares is based on the following:
Performance criteria for the Performance-based Share Savings Scheme 2021 | Relative weighting | |
Average annual sales growth between 2021-2023:
The maximum number of performance-based shares in accordance with Item 1 (relative weighting 25 per cent) will be issued if the average annual sales growth for | 25% | |
Average annual EBITA margin between 2021-2023:
The maximum number of performance-based shares in accordance with Item 2 (relative weighting 25 per cent) will be issued if the
The annual EBITA margin may be adjusted by the | 25% | |
Relative total return on the company's share compared with the
The maximum number of performance-based shares in accordance with Item 3 (relative weighting 50 per cent) will be issued if the total return for the company's share including any dividend and share price development for the 2021-2023 period is more than 10 per cent above the median for the
Total return will be measured on the basis of the volume-weighted average market price for the 20 days of trading preceding | 50% |
Matching of performance-based shares shall be linear between the minimum level and the maximum level as stipulated for each performance criteria in 1-3 above.
In accordance with earlier authorisation granted by the Annual General Meeting to the Board,
Safeguarding measures and financing
The Board has observed various safeguarding measures for the transfer of ordinary shares to employees as part of the Performance-based Share Savings Scheme 2021, such as the transfer of own shares and a share swap agreement with a third party.
The Board believes the transfer of own ordinary shares is the most cost-efficient and flexible method to transfer ordinary shares for the Performance-based Share Savings Scheme 2021.
The company's current holding of own ordinary shares amounts to 698,772 ordinary shares, which will be used for both the Performance-based Share Savings Scheme 2017, the Performance-based Share Savings Scheme 2018 and the Performance-based Share Savings Scheme 2021. For more information, see the heading "Proposal for a decision" below.
As costs for a share swap agreement significantly exceed costs for the transfer of own ordinary shares, the main alternative proposed is that financial exposure and supply to participants under the Performance-based Share Savings Scheme 2021 be secured by the transfer of own shares.
Costs
A preliminary cost estimate for the Performance-based Share Savings Scheme 2021 is based on the assumption of 100 per cent support for the programme, an expected employee turnover among participants of 5 per cent per year and that each participant makes an own investment equivalent to his or her highest permitted amount. The value of the matching shares and performance shares has been estimated based on a share price of
The total effect on the income statement is expected to amount to a minimum of about
Of the above-mentioned total costs, compensation expenses, equivalent to the value of ordinary shares transferred to employees, are estimated at a minimum of about
To the extent that share swap agreements are signed to safeguard commitments in the programme, costs are expected to rise by about
Dilution and impact on key figures
There are 18,112,534 issued shares in the company. As of
Of the total 100,000 ordinary shares required for the Performance-based Share Savings Scheme 2021, all ordinary shares can be transferred free of charge to employees, which may lead to a dilution of earnings per share of 0.55 per cent. The dilution effect of ordinary shares is independent of the share price on the matching date, since they are transferred free of charge to employees.
Preparation of the proposal
This proposal has been drawn up by the Board supported by external advisers and certain large shareholders have been informed. With the exception of the officials who have drafted this issue for the Board, no employee who may participate in the Performance-based Share Savings Scheme 2021 has taken part in the preparation of the terms and conditions. The CEO has not taken part in drafting this issue.
PROPOSAL FOR A DECISION
A. Decision on introducing a Performance-based Share Savings Scheme 2021
The Board proposes that the Annual General Meeting resolves on the introduction of a Performance-based Share Savings Scheme 2021 including the issue of up to 100,000 ordinary shares, largely in accordance with the following guidelines:
About 25 key employees in the
Semcon Group , with the exception of what is specified in Item 3) below, will be invited to take part in the Performance-based Share Savings Scheme 2021.
- Employees who participate in the Performance-based Share Savings Scheme 2021 can save an amount equivalent to 10 per cent (category 2 below) or 5 per cent (category 1 below) respectively of their fixed gross salary to purchase ordinary shares on Nasdaq Stockholm over a 12-month period from the date the scheme is implemented. If the shares bought by the employee are retained for three years from the time of the investment and employment, or equivalent employment, within the
Semcon Group throughout the entire three-year period, then the employee will receive the same amount of matching shares from theSemcon Group and - as long as performance requirements have been met in accordance with Item 4 - then a further two to four performance shares will be issued for each share acquired as follows.
Category 1
Approximately 20 senior executives and key employees, e.g. management teams for theSemcon Group's business areas, may have the right to additional matching of up to two performance shares for each share acquired.
Category 2
Approximately 5 senior executives inSemcon's Group management may have the right to additional matching of up to four performance shares for each share acquired.
The Board, or the person(s) the Board appoints, will choose which managers and other key employees in theSemcon Group and which senior executives, including management teams forSemcon Group's business areas, are to be invited to take part in the programme (Category 1). The Board is to choose which senior executives inSemcon's Group management are to be invited to take part in the programme (Category 2).
The Board is to have the right to allow early matching, meaning matching despite not fulfilling the three-year requirement for the holding period or employment, although only in good-leaver situations.
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Participation in the Performance-based Share Savings Scheme 2021 requires in part that participation can legally take place, and in part that participation in the company's assessment is possible with reasonable administrative expenses and economic effort. The Board has the right to introduce an alternative incentive solution for employees in countries where participation in the Performance-based Share Savings Scheme 2021 is not suitable. This type of alternative incentive solution shall, as far as practically possible, be designed with equivalent terms and conditions as the Performance-based Share Savings Scheme 2021.
-
The terms and conditions for receiving performance shares as part of the Performance-based Share Savings Scheme 2021 are based on the following:
Performance criteria for the Performance-based Share Savings Scheme 2021 Relative weighting Average annual sales growth between 2021-2023:
Minimum level: 7.5 per cent
Maximum level: 15 per centThe maximum number of performance-based shares in accordance with Item 1 (relative weighting 25 per cent) will be issued if the average annual sales growth for
Semcon Group for the 2021-2023 financial years is 15 per cent or more (maximum level). Performance shares will not be issued if the average annual sales growth is equal to or less than 7.5 per cent (minimum level).25% Average annual EBITA margin between 2021-2023:
Minimum level: 8 per cent
Maximum level: 12 per centThe maximum number of performance-based shares in accordance with Item 2 (relative weighting 25 per cent) will be issued if the
Semcon Group's average annual EBITA margin for the 2021-2023 financial years is 12 per cent or more (maximum level). Performance shares will not be issued if the average annual EBITA margin is equal to or less than 8 per cent (minimum level).The annual EBITA margin may be adjusted by the
Board for non-operational non-recurring items.25% Relative total return on the company's share compared with the
Reference Group for 2021-2023:
Minimum level: the median of theReference Group's total return
Maximum level: 10 per cent above the median of theReference Group's total returnThe maximum number of performance-based shares in accordance with Item 3 (relative weighting 50 per cent) will be issued if the total return for the company's share including any dividend and share price changes for the 2021-2023 period is more than 10 per cent above the median for the
Reference Group's total return (maximum level). Performance shares will not be issued if the median for the total return for the company's share is equal to or less than the median for theReference Group's total return (minimum level).Total return will be measured on the basis of the volume-weighted average market price for the 20 days of trading preceding
1 January 2021 and the volume-weighted average market price for the 20 days of trading preceding31 December 2023. The Reference Group is determined by the Semcon Board.50%
Matching of performance-based shares shall be linear between the minimum level and the maximum level as stipulated for each performance criteria in 1-3 above.
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Before a final decision can be taken on the number of performance shares to issue, the Board will assess if any significant changes have taken place in the company, the Group or in the market. If the Board finds this to be the case, it can decide to reduce the number of performance shares issued to a lower number of shares that the Board finds suitable for all or some participants in the programme.
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The number of matching and performance shares shall be recalculated in the event of an intermediate bonus issue involving the issue of new shares, a share split or reverse share split or other similar measures.
-
The Board is responsible for the detailed structure and management of the Performance-based Share Savings Scheme 2021 within the framework of the stipulated guidelines.
- A decision in accordance with this Item A shall be conditional on the approval by the Annual General Meeting in line with the Board proposal in Item B below or approval in accordance with the Board's proposal in line with Item C below.
B. Decision regarding authorising the Board to decide on the transfer of own ordinary shares to participants in the Performance-based Share Savings Scheme 2021
In order to issue matching shares and performance shares according to the terms and conditions for the Performance-based Share Savings Scheme 2021, the Board proposes that the Annual General Meeting authorises the Board to resolve on the transfer of up to 100,000 own shares with the following conditions.
- With deviation from shareholders' preferential rights, only participants in the Performance-based Share Savings Scheme 2021 and subsidiaries in the
- Participants in the Performance-based Share Savings Scheme 2021 and subsidiaries in the
- The reason for deviating from preferential rights for existing shareholders is to create a cost-efficient solution in order to fulfil the company's commitments under the terms and conditions for the Performance-based Share Savings Scheme 2021.
- If a share split or reverse share split, a bonus issue involving the issue of new shares, and/or other similar measures is taken before the transfer of shares, the number of shares transferred can be increased or reduced so that, following the measure, these are equivalent to an unchanged share of the company's shares.
C. Share swap agreement with a third party
If the required majority for a decision cannot be reached, in line with Item B above, the Board proposes that the Annual General Meeting resolves that the company can enter into a share swap agreement with a third party to ensure the supply of shares to participants in the Performance-based Share Savings Scheme 2021, whereby the third party in its own name is to acquire and transfer ordinary shares in the company to employees included in the Performance-based Share Savings Scheme 2021. The acquisition of shares by a third party will be on Nasdaq Stockholm.
Special majority requirements
For decisions to be valid in accordance with Items 17, 19 and 20 A and 20 B respectively, the proposal must be supported by at least two-thirds of voting rights represented at the meeting. For decisions to be valid in accordance with Item 21 A and C, the proposal must be supported by shareholders with a minimum of half of the voting rights represented at the meeting. For decisions to be valid in accordance with Item 21 B, the proposal must be supported by a majority of at least nine-tenths of voting rights represented at the meeting.
DISCLOSURE OF INFORMATION AT THE ANNUAL GENERAL MEETING
The Board and CEO shall, at the request of any shareholder at the Annual General Meeting, and if the Board deems that it can be done without inflicting material damage to the company, provide information on circumstances that can affect the assessment of matters on the agenda, conditions that can affect the assessment of the company's or subsidiaries' financial situation, or the company's relationship to other Group companies. A request for such disclosure shall be submitted by post to
ACCOUNTS AND FULL PRESENTATIONS OF PROPOSALS, ETC.
The Annual Report containing the auditors' report for 2020, the auditors' statement in accordance with Chapter 8, Section 54 of the Companies Act, the Nomination Committee's complete proposals, the remuneration report and the Board's statement in accordance with Chapter 19, Section 22 of the Companies Act, are available on the company's website, www.semcon.com. They will also be available from the company at the above address and will be sent free of charge to shareholders who request a copy and provide their postal address.
PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
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Göteborg
The information was submitted for publication, through the agency of the contact person set out above, at
For more information, please contact:
Tel: +46 (0)31-721 03 06
Email: carin.wiberg@semcon.com
Tel: +46 (0) 704-130 926
Email: kristina.ekeblad@semcon.com
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