MALMO, Sweden, April 26, 2004 (PRIMEZONE) -- At the Annual General Meeting in Telelogic AB (Stockholm Exchange: TLOG) on 26 April 2004 the following resolutions were made:
-- Appropriation of the company's loss
In accordance with the board of director's and managing director's proposal, as recommended by the auditor, it was resolved that the loss for the financial year 2003 of SEK 234,229,119 is dealt with by releasing from the share premium reserve an equivalent amount. No dividends are distributed to the shareholders for the financial year 2003.
- Fees for the board of directors
It was resolved that a fee to the board of directors for the time until the next Annual General Meeting shall be paid a total amount of SEK 1,000,000 to be distributed by the board of directors among the external board members.
- Election of the board of directors
Mr Bo Dimert, Mr Kjell Duveblad, Mr Erik Gabrielsson Mr Anders Lidbeck, Mr Joakim Westh and Mr Risto Silander were re-elected, and Maria Borelius was elected new ordinary member of the board for the time until the next Annual General Meeting. Maria Borelius is a science journalist and entrepreneur. She is a director of the board in SWECO and Active Biotech.
- Nomination Committee etc.
It was resolved to establish a nomination committee that will work until the end of the next annual general meeting. The nomination committee shall consist of the chairman of the board and representatives of the 4-5 largest shareholders. In due course before the annual general meeting, the chairman of the board shall contact the shareholders who at that time are amongst the 4-5 largest shareholders and invite them to participate in the nomination committee.
It was resolved that issues relating to the auditing shall be dealt with as before, i.e. by the board of directors in its entirety.
- Resolution regarding authorization for the board of directors to issue shares and subordinated debentures with detachable warrants
In accordance with the board of director's proposal, the meeting resolved to authorize the board of directors to, no later than at the next Annual General Meeting, resolve to issue a total number of 18,000,000 new shares in consideration for cash and/or in kind or set-off or otherwise with conditions, and thereby resolve to deviate from the shareholders' preferential rights, as well as to resolve to raise loans in an amount not exceeding SEK 400 million by issuing convertible debt instruments or subordinated debentures with detachable warrants attached, which shall not entitle to conversion or subscription of more than 18,000,000 shares in total, in consideration for cash and/or in kind or set-off or otherwise with conditions, and thereby resolve to deviate from the shareholders' preferential rights.
The board of directors must not use the authorization in a manner that results in the number of issued shares and the number of shares that can be subscribed for due to issued warrants and conversion of issued debt instruments to exceed 18,000,000 shares. When making use of the authorization in connection with new issues in consideration for cash, the board of directors shall as far as possible promote a new issue observing the preferential rights of the shareholders. Deviation from the shareholder's preferential rights shall only take place if there are special reasons for doing so. The objective of the authorization is to enable the board of directors to finance acquisitions.
About Telelogic
Founded in 1983, Telelogic(R) is a leading global provider of solutions for advanced systems and software development. Telelogic's intuitive, best-in-class software tools automate and support best practices throughout the application development lifecycle, leaving development teams free to concentrate on core competencies and apply their skills and energy to value-added tasks. By optimizing each phase of development, Telelogic enables companies to deliver higher quality systems and software with greater predictability, reduced time-to-market and lower overall costs.
To ensure interoperability with third-party tools, Telelogic's products are built on an open architecture and standardized languages. As an industry leader and technology visionary, Telelogic is actively involved in shaping the future of advanced systems and software development by participating in industry organizations like ETSI, INCOSE, ITU-T, OMG and others.
Headquartered in Malmo, Sweden with U.S. headquarters in Irvine, California, Telelogic has operations in 17 countries worldwide. Customers include Alcatel, BAE SYSTEMS, BMW, Boeing, DaimlerChrysler, Deutsche Bank, Ericsson, General Motors, Lockheed Martin, Motorola, NEC, Nokia, Philips, Siemens, Thales and Vodafone. For more information, please visit www.telelogic.com
Contacts: Catharina Paulcen VP Corporate Communications Phone: +46 40 174730
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http://www.waymaker.net/bitonline/2004/04/26/20040426BIT20190/wkr0001.pdf