MALMO, Sweden, April 08, 2004 (PRIMEZONE) -- Shareholders in Teleca AB (publ) are hereby called to the Annual General Meeting of the Company to be held on Thursday 6 May 2004, at 5:00 p.m. at the Malmo Borshus, Skeppsbron 2, Malmo, Sweden. From 4:00 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 2004, and
-- have provided notice to the Company not later than 4:00 p.m., 29
April 2004.
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 26 April 2004. 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), 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
14. Election of the Board of Directors
15. The Board's proposal on authorization of the Board to decide on
new issues of shares
16. Proposal from Aktiespararna, the Swedish Shareholders'
Association on
-- appointing a nomination committee, and
-- commission to the Board of Directors to appoint a remuneration
committee and an audit committee
17. Closing of the Meeting
10. Dividend
The Board has proposed that no dividend shall be paid for the 2003 fiscal year.
12-14. Board of Directors
The Company has been notified that shareholders representing more than 30 % of all votes in the Company will support the following proposal: Board Members: re-election of Borje Bengtsson, Konstantin Caliacmanis, Goran Larsson, Gunder Lilius, Dan Olofsson, and Johan Vunderink, and new election of Juha Christensen. Bengt Halse has declined re-election. Peter Sandberg has previously resigned from the Board and has declined re-election. Juha Christensen, 39 years old and a Danish citizen, is currently President, Macormedia Mobile at Macromedia, Inc. in San Fransisco. Before he was Corporate Vice President for Microsoft Mobile Devices Marketing Group at Microsoft Corp. Christensen is a co-founder of Symbian Ltd. were he previously was executive vice president and a board member. Directors' fees: SEK 600,000 to be distributed among the Board members. Auditor's fees: to be paid upon approval of their invoice.
15. 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 3,000,000 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 (in kind, set-off, or other terms). 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 primarily to facilitate financing of acquisitions and secondary to facilitate a strengthening of the company's financial position. If the authorization is fully utilized, it results in a dilution of about 4.7% of the capital and 4.3% of the voting rights.
The Board's complete proposal for the resolution pursuant to item 15 will be available to shareholders at the Company's offices and on the Company's website from and including 29 April 2004. The proposal, as well as a copy of the letter from Aktiespararna, the Swedish Shareholders' Association (item 16) will be mailed to those shareholders who so request.
Malmo April 2004
The Board of Directors of Teleca AB (publ)
Teleca is an international IT services company focused on R&D that develops and integrates advanced software and information technology solutions. With in-depth expertise in the latest technology and profound industrial knowledge, Teleca helps technology- and software-intensive customers worldwide to strengthen their market position and shorten their time to market. The company has more than 2,700 employees with operations in 15 countries in Asia, Europe and USA. Teleca is quoted on the Attract40 list of Stockholmsborsen (Stockholm stock exchange). www.teleca.com
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