SUMMONS TO ANNUAL GENERAL SHAREHOLDERS' MEETING OF SEMCON AB (PUBL)


SUMMONS TO ANNUAL GENERAL SHAREHOLDERS' MEETING OF SEMCON AB (PUBL)

The Shareholders of Semcon AB (publ) corporate identity number 556539-9549,
hereby summon to the annual general shareholders' meeting on Thursday, April 26,
2007 at 4:00 p.m. at Semcon's head office, Theres Svenssons gata 15, Gothenburg,
Sweden.

Participants
The Shareholders who wish to participate in the annual general shareholders'
meeting shall, in part, be registered in the shareholders' register maintained
by the Central Securities Register (VPC AB) on Friday, April 20, 2007 and, in
part, provide notice of their participation in the annual general shareholders'
meeting to the company by 4:00 p.m. on Friday, April 20, 2007, at the latest. 

Shareholders who have registered their shares with a representative must
temporarily reregister the shares in their own name in order to be authorised to
participate in the annual general shareholders' meeting. Such registration shall
be carried out with the Central Securities Register (VPC AB) by Friday, April
20, 2007, at the latest and should be applied for well in advance of this date. 

Notification of participation in the annual general shareholders' meeting can be
carried out via post to Semcon AB (publ), Attn: Anki Josefsson, 417 80
Gothenburg, per telephone +46 (0)31-721 03 08, per telefax +46 (0)31-721 03 33
or per email to anki.josefsson@semcon.se. Upon registration your name, personal
identification number or corporate identity number, address and telephone
number, registered share ownership, name and personal identification number
regarding possible representative and the name of possible accompanying
counsel(s) shall be stated. Representative power of attorney shall be brought to
the meeting. 

Proposed agenda
1.	Opening of the shareholders' meeting
2.	Election of chairman of the meeting
3.	Election of two person to verify the minutes along with the chairman
4.	Review as to whether the meeting has been duly convened
5.	Drafting and approval of the voting list
6.	Approval of the agenda
7.	Presentation of the annual report, auditors' report and consolidated accounts
and consolidated auditors' report
8.	Resolution regarding adoption of the income statement and balance sheet and
the consolidated income statement and the consolidated balance sheet
9.	Resolution regarding appropriation of the company's profits according to the
adopted balance sheet
10.	Determination of indemnification of the board members and the managing
director(s)
11.	Determination of the number of board members and deputies
12.	Determination of the number of auditors and deputies or chartered accounting
company
13.	Determination of remuneration to the board of directors
14.	Determination of remuneration to the auditors
15.	Information as to the assignments performed by the board candidates for
other companies
16.	Election of board members and deputies
17.	Election of auditor(s) and deputy(ies) or chartered accounting company
18.	Proposal to authorise the board of directors to decide on procurement of
participating loan and share equity loan
19.	Proposal to authorise the board of directors to decide on new issues of
shares 
20.	Proposal to authorise the board of directors to decide on (a) acquisitions
and (b) transfer of own shares 
21.	Proposal for decision regarding guidelines for compensation to employees
with leading positions within the company
22.	Determination of instructions for the nomination committee
23.	Closing of the shareholders' meeting


Proposals for decision

Clause 2
The nomination committee proposes Stefan Lindskog, Solicitor, as chairman of the
shareholders' meeting.

Clause 9
The board of directors proposes that no share dividend shall be paid for 2006.
No dividend was paid for 2005.

Clause 11
The nomination committee proposes that the board of directors shall be made up
of seven ordinary members and no deputies. 

Clause 12
The nomination committee proposes that a chartered accounting company shall be
designated as auditor. 

Clause 13
The nomination committee proposes that the remuneration totalling SEK 1 200 000
shall be paid to the board of directors allocated so that the chairman receives
SEK 300 000 (previously SEK 300 000) and SEK 150 000 (previously SEK 150 000) to
the other respective elected board members. Compensation for work on committees
shall not be paid. 

Clause 14
The nomination committee proposes that remuneration to the auditor shall be paid
according to approved invoice.

Clause 16
The nomination committee proposes the reelection of Annemarie Gardshol, Pia
Gideon and Dan Persson, as well as the new election of Hans-Erik Andersson,
Kjell Nilsson, Ulf Wallin and Gunvor Engström. Kjell Nilsson is proposed as
chairman of the board. The nomination committee's proposals are supported by
shareholders representing more than 49 percent of the votes for all shares in
the company. 

Hans-Erik Andersson was born in1950, resides in Djursholm, studied economy at
The University of Stockholm. He sits on the board of Svenska
Försäkringsföreningen, DN Galan and the Swedish Bankers' Associations (Sw:
Finansmarknadsråd).

Kjell Nilsson was born in 1948, resides in Mölnlycke, studied economy at The
School of Business, Economics at the Gothenburg´s University (Sw:
Handelshögskolan vid Göteborgs universitet). He sits on the board of Home
Properties AB, Rörviks Timber AB, Radius Sweden AB and Freesourcing AB. He is
also active in a number of his own companies. He owns 50 000 Semcon shares.

Ulf Wallin was born in 1960, resides in Mölnlycke, MBSc. Industrial Engineering
and Management, Linkoping Technical University. He is the managing director of
Consafe Logistics AB.  

Gunvor Engström was born in1950, resides in Stockholm, MBSc. Stockholm School of
Economics (Sw: Handelshögskolan i Stockholm). She sits on the boards of
Länsförsäkringar Liv Försäkringsaktiebolag (publ), Forum för
småföretagsforskning, Iqube Holding AB and Stockholm School of Entrepreneurship.


Christer Dahlström, Carl-Åke Jansson and Christian W Jansson have announced that
they do not wish to stand for reelection.

Clause 17
The nomination committee proposes that the chartered accounting company Deloitte
AB is designated as auditor for a period of four years. Deloitte AB has
notified, should it be appointed as auditor that chartered accountants Peter
Gustafsson, born in 1956 and Hans Warén, born in 1964 will be appointed
responsible auditors, and Jan Nilsson, born in 1962 and Kristian Stensjö born in
1967 will be appointed as deputies. 



Clause 18
The board of directors proposes that the shareholders' meeting authorises the
board of directors to, up until the next annual general shareholders' meeting,
on one or several occasions, decide on procurement of conventional credit
facility loans with credit institutes, respectively utilise credit facility
loans previously procured, in which interest on the loans or the amount of which
repayment shall take place wholly or partially is dependent on the dividend to
shareholders, the price development of the company's shares, the company's
result or the company's financial position. (participating loan and share equity
loan).
Clause 19
The board of directors proposes that the shareholders' meeting decides to
authorise the board of directors to, up until the next annual general
shareholders' meeting, on one or several occasions, with deviation from the
shareholders' right of first refusal, decide on new issues of shares of a
maximum 900 000 shares. Payment for the new shares shall be able to take placeby way of contribution in kind (by way of contribution) or by way of set-off
against claims in the company. The issue price shall correspond to the shares'
assessed market value. The authorisation may only be used for payment of the
whole or part of the purchase price upon acquisition of a company or business or
portion of company or business. The motive for the proposal and the reasons for
deviation from the shareholders' right of first refusal is to create the
possibility for the company, in the event of possible acquisition of company or
business or portion of company or business, to be able to pay the whole or part
of the purchase price with the company's own shares. Upon full utilisation of
the authorisation the share capital increases by SEK 900 000 and the number of
shares and votes by 900 000, corresponding to a dilution effect of approximately
five percent of the share capital and votes (calculated as 900 000/current 17
742 266 shares and votes). 

Clause 20
The board of directors proposes that the shareholders' meeting decides to
authorise the board of directors to, up until the next annual general
shareholders' meeting, on one or several occasions, decide on (a) acquisition
and, with deviation from shareholders' right of first refusal, (b) transfer of
own shares. The shares shall be acquired according to the rules stipulated by
the listing agreement, and can be acquired by other manner than in proportion to
the shareholders' holdings through acquisition on the Stockholm Stock Exchange
or by way of a acquisition offer directed to all shareholders. Upon acquisition
on the Stockholm Stock Exchange the price shall be within registered price
interval at each occasion. Upon acquisition offer directed to shareholders the
price shall, to the lowest, amount to the exchange rate at the time of the offer
with a maximum deviation of 20 percent upwards. Acquisition may, on each
occasion, be made by a maximum of so many shares that the company's holdings of
shares in the company, on each occasion, does not exceed 5 percent of all the
shares in the company. Transfer of a maximum of the same amount of shares may
take place as payment of the whole or part of the purchase price upon
acquisition of a company or business or portion of a company or business,
whereby compensation shall correspond to the assessed market value of the
shares. Upon transfer in accordance herewith, payment may be made by of
contribution in kind (by way of contribution) or by way of set-off against
claims in the company. The motive for the proposal and the reasons for deviation
from the shareholders' right of first refusal is, in part to give the board of
directors the possibility to adjust the company's capital structure and thereby
increase the value of the shares, and, in part, to create the possibility for
the company to be able to use repurchased shares as payment, in whole or in part
for eventual acquisition of a company or business or portion of a company or
business. The board of directors has provided a motivated statement according to
chapter 19, section 22 of The Companies Act.

Clause 21
The board of directors proposes that the shareholders' meeting decide on
guidelines for compensation to employees with leading positions, in particular,
meaning that for employees with leading positions market related salaries and
other employment provisions shall be applicable. In addition to fixed salary,
employees with leading positions can also receive floating salaries, which are
limited to a maximum corresponding to a total of 12 months salary. 

Clause 22
A number of shareholders, together representing more than 49 percent of the
votes for all the shares in the company, will propose to the shareholders'
meeting that the nomination committee's work shall be conducted so that the
chairman of the board shall contact representatives for the three largest
shareholders prior to the end of the third quarter of the year, who shall
jointly draft proposals to be presented to the shareholders' meeting for
decision. The members of the nomination committee shall be disclosed six months,
at the latest, prior to the annual general shareholders' meeting. The nomination
committee furthermore proposes that the shareholders' meeting decide to adopt an
instruction for preparation that entails that upon change of ownership, by a
minimum of one percent, a new owner representative shall be appointed. The
chairman of the board shall then contact any of the three largest owners not
represented and encourage them to appoint a representative. When such owner
representative is appointed they shall become a member of the nomination
committee and replace previous members of the nomination committee who no longer
represent the three largest shareholders. Should any of the three largest owners
forgo from appointing a representative, or such representative resigns or leaves
prior to the completion of the assignment, the chairman shall encourage the next
owner, in order of size (i.e. first the fourth largest owner) to appoint a
representative. Until such proceedings are concluded the nomination committee
shall be authorised to make decisions with two members. The instruction shall
also mean that the nomination committee in itself, as chairman of the nomination
committee, shall appoint the member who represents the largest owner.  

Other
The nomination committee, in preparation of this annual general shareholders'
meeting has consisted of Erik Sjöström, representing Skandia Liv, Kjell
Nordling, representing Handelsbankens fonder, Christer Ericsson, representing
JCE Group and the chairman of the board, Christian W Jansson.

The annual report and auditors' report, the board of directors' complete
proposal for authorisation for the board of directors to decide on new issues of
shares, decide on acquisitions and transfer of own shares (including the board
of directors' statement) and regarding guidelines for compensation to employees
with leading position, are available at the shareholders' meeting and from and
including Thursday, April 12, 2007, with the company at the above-mentioned
address and at www.semcon.se and may, upon request, be sent to shareholders.  


Gothenburg in March 2007

Semcon AB (publ)

The Board of Directors

Semcon is 1 800 committed people with a passion for product development,
technical information and IT. Today Semcon is active in Sweden, Australia,
China, Germany, Hungary, Malaysia, Norway and the UK and via partners in
Belgium, France, Portugal and Spain. Semcon had sales of SEK 1.6 billion in 2006
and is listed on the Small Cap list of the Stockholm Stock Exchange.

Attachments

03272051.pdf