Extraordinary General Meeting at Semcon

Extraordinary General Meeting at Semcon

Semcon AB's board of directors has decided to hold an Extraordinary General
Meeting (EGM) on 7 February 2008. 

The board proposes that the EGM approves the implementation of a long-term share
savings scheme for Semcon Group employees and a convertible-based incentive
scheme for key personnel at Semcon and decides on raising a subordinated
convertible loan of no more than SEK 50 million through the issue of no more
than 50,000 convertibles. The board also proposes that the EGM approves the
appointment of Hans-Erik Andersson as chairman of the board of Semcon AB. Upon
approval of Hans-Erik as the new chairman, the board will decide to appoint
Kjell Nilsson as Semcon AB's new CEO.


Share savings scheme
Summary of proposed conditions:  
•	Semcon employees will be given the opportunity to buy shares through a salary
deduction 
•	No more than 5% of gross salary may be used to buy Semcon shares over a
12-month period 
•	Employees will receive one free share for each share that the employee
acquires and keeps for a minimum of three years 
•	On condition that the person is still employed after three years
The scheme will cover no more than 330,000 shares, or 1.9% of the total number
of outstanding shares, of which 250,000 are matching shares and 80,000 are
shares that might be transferred by the company in order to cover certain costs
linked to the scheme, mainly social security expenses. The matching shares will
be transferred free of charge to employees, which might cause a dilution of
earnings per share of around 1.4 per cent. The total cost of the scheme is
estimated at around SEK 24-30 million unevenly distributed between 2008-2012.
The board intends, prior to the AGMs in 2008-2011, to propose that the meetings
authorise the board to decide on the acquisition of Semcon shares via the stock
exchange (in order to carry out the transfer of matching shares) and
acquisitions, plus the transfer of Semcon shares via the stock exchange to cover
certain costs linked to the scheme, mainly social security expenses.

Convertibles scheme
With a deviation from shareholders' preferential rights, convertibles will be
offered and only subscribed for by a maximum of 165 key personnel at Semcon
nominated by the board. The convertible loan of a maximum SEK 50 million will
carry a 3% interest rate. Between 28 March 2010 - 28 March 2011, the
convertibles can be converted to new shares in the company according to a
conversion rate corresponding to 125% of the average for each day of trading
between 31 January 2008 - 14 February 2008 calculated as the average noted
during the day between the highest and lowest market price paid for the
company's shares on the OMX Nordic Exchange, Stockholm. Upon full conversion of
convertibles with the lowest possible conversion rate applied, (SEK 75), the
number of shares and voting rights in the company will increase by 666,666,
corresponding to a dilution of 3.7% of current shares and voting rights.  

The motive behind the proposal is that the board wants to create conditions for
retaining and recruiting personnel for the Semcon Group and also spread and
increase share ownership among staff, which is expected to stimulate greater
interest in the company and its earnings trend, increase motivation, boost a
feeling of belonging to the company (and subsidiaries) and create a Group-wide
focus. Against this background, a decision in accordance with the proposal is
expected to have a positive affect on the Semcon Group's continued growth and
thereby be of benefit to shareholders and Semcon Group employees alike.   

New chairman of the board
The board proposes that the meeting decides to remove Kjell Nilsson from his
current position as chairman of the board and appoint Hans-Erik Andersson as
Semcon AB's new chairman of the board. 


Hans-Erik Andersson has many years' experience from the international insurance
sector with leading positions at Mercantile & General Re and Marsh and McLennan
companies. He was previously President and CEO of Skandia Insurance Company Ltd
(publ) between 2004 and 2006.

Hans-Erik Andersson was elected to Semcon's board at the AGM on 26 April 2007.
He was born in 1950, lives in Djursholm, Stockholm, and studied economics and
business studies at Stockholm University. His other board assignments besides
Semcon include Svenska Försäkringsföreningen (Swedish insurance association),
chairmanship of DN Galan and member of Finansmarknadsrådet (Finance market
council). His shareholding in Semcon is 5,000 shares.


New CEO
At the board meeting on 19 December the board decided to appoint Kjell Nilsson
as the new CEO of Semcon AB, with effect from 8 February 2008. He was appointed
as chairman of the board of Semcon AB at the AGM on 26 April 2007. The company's
CFO, Björn Strömberg has been the acting CEO of the company since 5 June. During
this period Kjell Nilsson has, apart from his role as chairman, worked actively
with the company's change and expansion. 
Kjell Nilsson was born in 1948, lives in Mölnlycke and studied economics and
business studies at the Göteborg School of Economics. He has board duties at
Home Properties AB, Rörviks Timber AB, Radius Sweden AB, Choice Hotels AB and
Freesourcing AB. He has extensive experience of running expansive global groups.
He has worked as President and CEO of Trelleborg AB and for Boliden AB. He will
keep his position on the board. His shareholding in Semcon is 80,000 shares.

“Since I arrived at the company after the AGM in the spring, I have helped with
the huge change and concentration on core business being carried out by the
Group. We are now one of the largest technical development companies in the
world and we have seriously established ourselves internationally. This change
and the major future opportunities that I see for the Group have spurred me on
and I'm looking forward to once again taking the operative responsibility of a
listed company,” says Nilsson.

The notice to attend the EGM will be published on 9 January 2008. 


For more information, please contact:  
Kjell Nilsson, Chairman of the Board, Semcon AB, +46 (0)702 60 01 21
Björn Strömberg, Acting CEO, 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 4 p.m. on 19 December 2007

Semcon is 3,900 committed individuals with a passion for product development,
technical information and IT. Semcon is currently in 15 countries on five
continents. Semcon has annual sales of around SEK 3.4 billion (2006) and listed
on the OMX Nordic Exchange Stockholm.