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 place by 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