MALMO, Sweden, April 07, 2003 (PRIMEZONE) -- Shareholders in Teleca AB (publ) are hereby called to the Annual General Meeting of the Company to be held on Tuesday 7 May 2003, at 5 p.m. at the Malmo Borshus, Skeppsbron 2, Malmo, Sweden. From 4 p.m. the company will serve a light meal.
Right to participate
To be eligible to participate in the General Meeting, each shareholder . must be recorded in his own name in the print-out of the share register made by VPC AB (Swedish Securities Register Center) as of 26 April 2003, . have provided notice to the Company not later than 4 p.m., Tuesday 29 April 2003.
Shareholders whose shares are registered in the name of a nominee must temporarily re-register the shares in their own name at VPC to be entitled to participate in the General Meeting. Such re-registration must be effected not later than 25 April 2003. Accordingly, shareholders must request such re-registration by the nominee in sufficient time prior to said date.
Notification of participation
Notification of intent to participate in the General Meeting is made in writing to Teleca AB (publ), att: Ingalill Lundgren, Lindholmspiren 9, SE-417 56 Goteborg, Sweden, by telephone to +46 31 744 80 11, by telefax to +46 31 744 80 25, or by e-mail to ingalill.lundgren@teleca.com. The notification shall include name, personal registration or corporate registration number, address, number of shares and telephone number daytime.
Proposed agenda
1. Opening of the Meeting.
2. Election of Chairman of the Meeting.
3. Preparation and approval of the voting list for the Meeting.
4. Approval of the Agenda.
5. Election of one or two persons to verify the minutes
6. Determination of whether the Meeting has been duly convened.
7. Presentation of the annual report and auditor's report and the
consolidated financial statements and consolidated auditor's report.
8. Address by the Managing Director.
9. Adoption of the income statement and balance sheet and the
consolidated income statement and balance sheet.
10. Decision on the disposition to be made of the profits shown in
the balance sheet adopted by the Meeting.
11. Discharge of the members of the Board of Directors and of the
Managing Director from liability
12. Determination of fees to the Board of Directors.
13. Determination of the number of Board Members and Deputies, and
auditors and deputy auditors.
14. Election of the Board of Directors.
15. Election of auditors.
16. The Board's proposal on authorization of the Board to decide on
new issues of shares.
17. Closing of the Meeting.
10. Dividend
The Board has proposed that SEK 0.75 shall be paid as dividend. The Board has proposed Friday 9 May 2003 as the record date for the dividend. If the General Meeting accepts the Board's proposal, the dividend is expected to be paid by VPC on 14 May 2003.
12-15. Board of Directors and auditors The Company has been notified that shareholders representing approximately 40 % of all votes in the Company will support the following proposal:
Board Members: re-election of Dan Olofsson, Konstantin Caliacmanis, Bengt Halse, Goran Larsson, Gunder Lilius, Peter Sandberg and Johan Vunderink, and new election of Borje Bengtsson. Auditor: Authorised Public Accountant Hans Pihl Deputy auditor: Authorised Public Accountant Peter Gustafsson Directors' fees: SEK 700,000 to be distributed among the Board members. Auditor's fees: to be paid upon approval of their invoice.
16. The Board's proposal on authorization of the Board to decide on new issues of shares The Board has proposed that the General Meeting authorize the Board, during the periods until the next Annual General Meeting, on one or several occasions, to decide on new issues of up to a total of 4,500,000 Series B shares. In this respect, the Board shall be entitled to decide to waive the preferential rights of shareholders as well as to resolve on provisions pursuant to Chapter 4 # 6 of the Swedish Companies Act. The issue price for the new shares shall be determined on the basis of the market price for the shares at the time of the issue. The purpose of the authorization is to facilitate acquisitions with payment fully or partly in Teleca shares and to facilitate increased institutional ownership in the Company through private placements to Swedish or foreign institutional investors.
If the authorization is fully utilized, it results in a dilution of about 7.6 % of the capital and 6.9 % of the voting rights.
The Board's complete proposal for the resolution pursuant to item 16 will be available to shareholders at the Company's offices and on the Company's website from and including 22 April 2003 and will be mailed to those who provide notification to attend to the Meeting and to other shareholders who so request.
This information was brought to you by Waymaker http://www.waymaker.net
The following files are available for download:
http://www.waymaker.net/bitonline/2003/04/04/20030404BIT01440/wkr0001.DOC
http://www.waymaker.net/bitonline/2003/04/04/20030404BIT01440/wkr0002.pdf