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.