Extraordinary General Meeting of Semcon AB (publ.)


Extraordinary General Meeting of Semcon AB (publ.)

The Extraordinary General Meeting of Semcon AB on 7 February 2008 decided, in
accordance with the Board's proposals, to appoint Hans-Erik Andersson as the new
Chairman of the Board, to approve the implementation of a convertible-based
incentive scheme (including issue of convertibles), to introduce a long-term
share saving scheme and to transfer company shares.  

In accordance with the Board's proposal it was decided to appoint Hans-Erik
Andersson as the new Chairman of the Board with effect from 8 February 2008. As
announced previously the board has appointed Kjell Nilsson as its President and
CEO from the specified date. Kjell Nilsson will keep his place on the board. 

The meeting also decided to introduce a long-term share saving scheme and to
transfer company shares in accordance with the Board's proposals:
•	The scheme will be directed at all employees but the Board has the right to
exclude employees in some countries. Initially only employees in the Swedish and
German companies will be invited to take part in the scheme, meaning around
3,500 people.
•	Participants will be offered, over a 12-month period, to save a maximum of 5
per cent of their salary before tax. The saved part of the salary will be used
on four occasions to buy shares in the company on the stock market, known as
savings shares. 
•	For each savings share the participant still owns after three years, the
employee, if he or she is still employed by the company, will receive a free
share in the company, known as a matching share. 
•	The number of matching shares is limited to 250,000 shares. 
•	Completion of the scheme depends on future general meetings making the
necessary decisions. 
•	To initiate transfers of matching shares the meeting decided that the company,
in deviation of shareholders' preferential rights, may transfer a maximum of
250,000 shares as matching shares free of charge and otherwise in accordance
with the scheme. 
•	The total 330,000 shares set aside for the scheme - i.e. 250,000 matching
shares and 80,000 shares to be bought and sold to cover costs - are equivalent
to 1.9 per cent of the total number of outstanding shares.  

The meeting furthermore decided to approve the implementation of a
convertible-based incentive scheme and to take out a convertible subordinate
debenture in accordance with the Board's proposals:  
•	The decision means taking out a convertible subordinate debenture of no more
than SEK 50 million through the issue of 50,000 convertibles, each of a nominal
amount of SEK 1,000. 
•	Conversion will take place between 28 February 2010 and 28 February 2011
according to the conversion rate equivalent to 125 per cent of the average of
the calculated mean of the highest and lowest paid prices on each of the trading
days in the period 31 January to 14 February 2008. The conversion rate should
however not be less than SEK 75. 
•	The convertibles will bear a 3 per cent annual interest and fall due for
payment on 31 March 2011 to the extent that conversion has not already taken
place.  
•	By applying the lowest possible conversion rate, a maximum of 666,666 new
shares may be issued upon conversion, equivalent to around 3.7 per cent of the
total number of outstanding shares. 
•	In deviation from shareholders' preferential rights, convertibles may only be
subscribed for by a maximum of 165 key personnel in the Group that the board
approves based on merit, position and importance within the Group, and by the
subsidiary Semcon Förvaltnings AB (that has the right to manage transfers of
convertibles to key personnel). 

The reason for the incentive scheme, and the reason for the exception from
shareholders' preferential rights, is that the board wants to create conditions
for retaining and recruiting personnel in the Semcon Group and to spread and
increase share ownership among them, which is expected to stimulate increased
interest in the business and earnings trend, increase motivation, raise the
feeling of belonging to the company and its subsidiaries plus create Group-wide
focus. Against this background the decision is expected to have a positive
impact on the Group's continued growth and thereby be a benefit to shareholders
and employees alike. The board's proposals can be seen in full at www.semcon.se.


For more information, please contact: 
Kjell Nilsson, CEO, Semcon AB, +46 (0)702 60 01 21
Björn Strömberg, CFO, Semcon AB, +46 (0)708 35 44 80
Anders Atterling, IR manager Semcon AB, +46 (0)704 47 28 19


Semcon discloses the information provided herein pursuant to the Securities
Markets Act and/or the Financial Instruments Trading Act. The information was
submitted for publication at 8:00 a.m. on 8 February 2008.

Attachments

02082028.pdf