Notice to attend the Annual general meeting of shareholders of Semcon AB (publ)

Shareholders of Semcon AB (publ), corporate identity number 556539-9549, are
hereby invited to attend the Annual General Meeting at 3 p.m. on Monday 28 April
2014 at the company’s office on Theres Svenssons
gata 15, Göteborg, Sweden.
Participation in the AGM and registration

Shareholders wishing to participate in the AGM shall be registered in the
Shareholders’ Register held by Euroclear Sweden AB as of Tuesday 22 April 2014
and have notified the company of their intention to attend by 4 p.m. on Tuesday
22 April 2014. Shareholders may be accompanied by at most two assistants,
provided that the company is notified of this by the above date. Notification of
participation at the Meeting shall be made in writing to Annika Tedenhag, 417 80
Göteborg, Sweden, by telefax to +46 31-721 03 33, by email to
annika.tedenhag@semcon.se or by telephone to +46 736-840799. Notification should
include name, social security number or organization number, shareholdings,
address, telephone number (business hours) and name(s) of assistant(s).

Shares registered to trustees

Shareholders whose shares are registered in the name of a trustee and who would
like to participate in the Shareholders’ Meeting must temporarily re-register
their shares in their own name. Re-registration must be requested from the
trustee and be executed at Euroclear Sweden AB by Tuesday 22 April 2014 at the
latest. Shareholders who desire such re-registration must notify their trustees
well in advance of this date.
Representatives

If a shareholder sends a representative the representative shall bring a
written, signed and dated power of attorney (original) to the Shareholders’
meeting. The power of attorney may not be more than one year old, unless a
longer period of validation (no more than five years) is stated in the power of
attorney. If the power of attorney is issued by a legal entity, a certified copy
of the registration certificate, or other document demonstrating the signatory’s
authority to sign for the legal entity, must be included. To make entry to the
meeting easier, copies of the power of attorney and other necessary documents
must have reached the company by 22 April 2014 at the latest via the above email
or postal addresses and be attached to the notification of attendance at the
meeting. Forms granting power of attorney are available in Swedish and English
on the company’s website, www.semcon.se and may also be ordered from the
addresses and telephone number used for notification of attendance at the
meeting.

Number of shares and votes

There are 18,112,534 shares and votes in the company. All shares are ordinary
shares. The company owns 142,718 of the total shares.

Proposed Agenda

1.    Opening of the Shareholders’ Meeting

2.    Election of chairman of the Shareholders’ Meeting

3.    Drafting and approval of the voting list

4.    Approval of the agenda

5.    Election of two people to approve the minutes together with the chairman

6.    Review as to whether the Shareholders’ Meeting has been duly convened

7.    Presentation of the annual report, auditors’ report and consolidated
accounts and consolidated auditors’ report, along with a presentation of the
work of the Board during the year by the President; questions from the meeting
to the Board and management team

8.    Decision regarding adoption of the income statement and balance sheet and
the consolidated income statement and the consolidated balance sheet

9.    Decision regarding appropriation of the company’s profits according to the
adopted balance sheet

10. Decision regarding indemnification of the board members and the CEO

11. Presentation of the work and proposals of the nominations committee

12. Decision regarding the number of Board members and deputies

13.  Decision regarding number of auditors, deputy auditors or registered public
accounting firms

14. Determination of remuneration to the Board of Directors

15. Determination of remuneration to the auditors

16. Election of Board chairman, Board members and deputies

17.  Election of auditors, deputy auditors or registered public accounting firms

18. Decision regarding the nominations committee

19. Decision regarding guidelines for determining salaries and other
remuneration to senior executives

20. Decision to authorize the Board to decide on new issues of ordinary shares

21. Decision to authorize the Board to decide on (a) acquisitions of ordinary
shares and (b) transfer of ordinary shares

22. Other matters

23. Closing of the shareholders’ meeting

Matters to be decided

Point 2. Election of chairman of the Shareholders’ Meeting

The nominations committee, appointed in accordance with the procedure decided by
the 2013 AGM, comprises Gabriel Berg (JCE Group) chairman of the nominations
committee, Evert Carlsson (Swedbank Robur fonder), Martin Jonasson, Andra AP
-fonden and Semcon’s chairman Kjell Nilsson, who together represent around 36%
of the votes associated with all the shares in the company. The nominations
committee proposes Kjell Nilsson as chairman of the Meeting.

Point 9. Decision regarding appropriation of the company’s profits according to
the adopted balance sheet and record date for dividend

The Board proposes that a dividend of SEK 2.50 per share be paid out and that
all remaining profits at the meeting’s disposal be carried forward. It is
proposed that the record date for the dividend be 2 May 2014. If the meeting
votes in accordance with the proposal, payment is expected to be made via
Euroclear Sweden AB on 7 May 2014.

Point 12. Decision regarding the number of Board members and deputies

The nominations committee proposes that there be five ordinary Board members and
no deputies.

Point 13. Decision regarding number of auditors, deputy auditors or registered
public accounting firms

The nominations committee proposes that a registered public accounting firm be
appointed as auditor.

Point 14. Determination of remuneration to the Board of Directors

The nominations committee proposes that the total fee to the Board be increased
from last year by a total of SEK 110,000, of which SEK 50,000 to the chairman
and SEK 15,000 to each of the Board members elected by the meeting. A total fee
of SEK 1,610,000 shall be paid to Board members elected by the meeting, of which
SEK 550,000 to the chairman and SEK 265,000 to each of the other members elected
by the meeting. The nominations committee further proposes that no special fees
be paid for work on Board committees.

Point 15. Determination of remuneration to the auditors

The nominations committee proposes that the fee paid to auditors be made via
approved invoice.

Point 16. Election of Board chairman, Board members and deputies

The nominations committee proposes re-election of Kjell Nilsson, Marianne
Brismar, Gunvor Engström, Håkan Larsson and Joakim Olsson as Board members. The
committee proposes that Kjell Nilsson be re-elected as chairman. Kjell Nilsson
has been President and CEO for the past five years and cannot be considered
independent in relation to the company and the senior management team, but he
can be considered independent in relation to the major shareholders. The other
proposed Board members can be considered independent in relation to the company,
the senior management team and the major shareholders. The nominations
committee’s justifications for these proposals and information about the
proposed Board members are available on the company’s website, www.semcon.se.

Point 17. Election of auditors, deputy auditors or registered public accounting
firms

The 2013 AGM elected Deloitte AB as auditors of the company up to the time of
the end of the 2014 AGM. The nominations committee proposes that the registered
public accounting firm Deloitte AB be re-elected as the company’s auditor for a
period of one year.

Point 18. Decision regarding the nominations committee

The nominations committee proposes, as last year, that the company shall have a
nominations committee, that no remuneration be paid to the committee although
the company shall pay the costs of the committee, and that there be a
nominations process with the following content. The nominations committee shall
comprise the chairman of the Board and three, or in some cases four, additional
members. Based on the shareholder statistics on 31 August, the chairman shall
contact the three largest shareholders (based on number of votes) and ask each
of them to appoint one member of the nominations committee. If a shareholder
declines this offer, the offer shall be made to the next largest shareholder.
The member proposed by the shareholder holding the most votes shall act as
chairman of the nominations committee. If there are changes in the shareholder
structure after 31 August and earlier than two months before the AGM, and if a
shareholder consequently becomes one of the three largest shareholders and
wishes 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 after the
ownership changes. If a member of the nominations committee resigns or is unable
to fulfill his or her obligations, then the chairman shall without delay ask the
shareholder to appoint a new representative within a reasonable time. If the
shareholder declines to replace a representative the place on the committee
shall be offered to

the next largest shareholder who has not already appointed a representative or
who has refrained from doing so. The nominations committee shall perform the
duties that from time to time arise in accordance with Swedish Code of Corporate
Governance. The duties of the nominations committee include making proposals for
(i) chairman of the AGM, (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 nomination committee and proposals for the nomination process in general.

Point 19. Decision regarding guidelines for determining salaries and other
remuneration to senior executives

The Board proposes that the meeting establish guidelines for determining
salaries and other remuneration to senior executives with the following main
content. The company shall have a remuneration level and other employment terms
that are needed to recruit and keep key decision makers with the right skills
and capabilities to achieve the company’s objectives. Total remuneration – made
up of various components such as fixed salary, bonus, participation in share
-linked incentive scheme, pension benefits and other remuneration and benefits –
shall be reasonable, competitive and market-based, and shall be decided with
regard to, among other things, performance, position and importance for the
Group. Fixed salary shall be paid for satisfactory work and shall normally be
reviewed once a year. A bonus shall be offered, but shall be primarily based on
results and bonus targets, established once a year, and be a maximum of 6
months’ salary. Senior executives shall be given the right to arrange individual
pension solutions under certain provisions via salary or bonus waivers. Pension
solutions shall be premium-based. Notice of dismissal from the company’s side
shall be at most 12 months. Dismissal salary and severance compensation combined
shall not exceed 12 months’ salary. In addition, other remuneration and benefits
may be offered to facilitate possibilities to complete work assignments. The
Board has the right to deviate from these guidelines in individual cases if
there is good reason. To ensure continuity, the Board’s proposals are in line
with previous years’ remuneration principles and agreements.

Point 20. Decision to authorize the Board to decide on new issues of ordinary
shares

The reason for the proposal, the main content of which is presented below, 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 meeting authorize the Board to decide, on one or
more occasions prior to the next AGM, on a new share issue with deviation from
existing shareholders’ rights, of at most a total of 1,811,253 ordinary shares
in Semcon to be used as liquidity in the financing or acquisition of companies
or businesses or parts thereof, at which time the subscription price shall
correspond to the share’s assessed market value. Payment for the shares shall be
in capital contributed in kind. On full utilization of the authorization to
issue new shares, the total number of shares and votes in the company can
increase by 1,811,253, representing dilution of around 10% of current shares and
votes.

Point 21. Decision to authorize the Board to decide on (a) acquisitions of
ordinary shares and (b) transfer of ordinary shares

The reason for the proposal, the main content of which is presented below and
the reason for deviating from preferential rights for existing shareholders, is
that the Board wishes to create cost-efficient and flexible opportunities to
improve the company’s capital structure and thus improve the share value and to
make payments for or financing acquisitions of companies or businesses or parts
thereof.

(a) – Authorization for Board to decide on acquisitions of ordinary shares

The Board proposes that the meeting authorize the Board to decide, prior to the
next AGM, on the purchase of ordinary shares on the OMX Nordic Exchange
Stockholm or through purchase offers directed to all owners

of ordinary shares. Purchases of shares on each occasion shall be a maximum,
after the purchase, of 10% of

all shares in the company, purchases on the stock exchange shall be at a price
within the current share price range or, for cases where the board commissions a
stock exchange member with the task of accumulating a certain amount of the
company’s shares over a certain timeframe, at a price in line with the specific
share price at the time, or at the equivalent volume-weighted average price
paid, acquired through offers at a price that is, at most, a price equivalent to
the market price at the time of the offer with an additional maximum of 20% and
payment shall be in cash.

(b) – Authorization for Board to decide on transfer of ordinary shares

The Board proposes that the meeting authorize the Board to decide, prior to the
next AGM, on the transfer of ordinary shares to be as liquidity for the
acquisitions of companies or businesses or parts thereof. Transfers on each
occasion may be of the total number of ordinary shares owned by the company
(except for ordinary shares generated through conversion of C shares), transfer
may be made with deviation from preferential rights of existing shareholders, at
a price corresponding to the share’s assessed market value, and payment for the
shares shall be with capital contributed in kind or through settlement of a
receivable.

Special majority requirement

For a decision relating to points 20 and 21 to be valid requires the respective
decision must be supported by shareholders with a minimum of two-thirds of the
voting rights and shares represented at the meeting.

Disclosures at the meeting

The Board and CEO may, at the request of any shareholder at the AGM, and if the
Board doesn’t consider it to have a negative impact on the company, provide
information about conditions 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.

Accounts and full presentations of proposals etc.

The annual report containing the auditors’ report for 2013, the auditors’
statement in accordance with chapter 8, § 54 of the Swedish Companies Act, the
nominations committee’s complete proposals in accordance with points 19-21, and
the Board’s statement in accordance with chapter 18, § 4 and chapter 19, § 22 of
the Swedish Companies Act, are all available on the company’s website,
www.semcon.se. They will also be available from the company at the above address
and will be sent free of charge to shareholders who request them and indicate
their postal address.

The full invitation to attend at the AGM you find at Semcon’s website,
www.semcon.com

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 1 p.m. on 27 March 2014.
For more information, please contact: Anders Atterling, IR-Manager Semcon AB,
+46 (0) 70 447 28 19 E-mail, anders.atterling@semcon.com
Semcon is a global company active in the areas of engineering services and
product information. The Group has around 3,000 employees with exten­sive
experience from many different industries. Semcon develops products, plants and
information solutions along the entire development chain and also provides many
other products and services including quality control, training and methodology
development. Semcon increases customers’ sales and competitive strength by
providing them with innovative and solid engineering solutions. From 2014 the
business will be run in four business areas: Engineering Services Nordic,
Engineering Services Germany, Engineering Services International and Product
Information. The Group had sales of SEK 2.5 billion with activities at more than
45 sites in Sweden, Germany, the UK, Brazil, China, Hungary, India, Spain and
Russia.