MALMO, Sweden, March 25, 2004 (PRIMEZONE -- Telelogic's (Stockholm Exchange:TLOG) next Annual General Meeting will be held April 26, 2004. The meeting will take place at 15.00 CET at Borshuset, Skeppsbron 2 in Malmo, Sweden.
Right to participate in the meeting
Shareholders wishing to participate in the Annual General Meeting must be entered in the register of shareholders maintained by VPC AB (Swedish Securities Register Centre) no later than Friday, April 16, 2004, and register their attendance no later than 4 pm CET, Tuesday, April 20, 2004. Registration Please send your registration details, including full name, address, telephone number, number of shares represented, personal identification/organisation number and the number of accompanying persons (max. two) to: Telelogic AB, Attn: Carin Weiss, Box 4128, 203 12 Malmo, or by e-mail to carin.weiss telelogic.com, or by fax on +46-40-650 65 55
Shareholders who are represented by a proxy should send a power of attorney together with the registration to participate.
To be entitled to participate in the meeting, shareholders whose shares are nominee registered must have the shares temporarily registered in their own name at VPC AB. As such re-registration must be completed by April 16, 2004 at the latest, the nominee should be informed thereof well in advance of this date.
Proposed agenda 1. Opening of the meeting 2. Election of a chairman of the meeting 3. Preparation and approval of the voting register 4. Approval of the agenda 5. Election of one or two persons to attest the minutes 6. Determination of whether the meeting has been duly convened 7. Presentation of the annual report and the auditor's report and the consolidated annual report and the consolidated auditor's report. 8. Resolution in respect of a. the adoption of the profit and loss statement and the balance sheet and the consolidated profit and loss statement and consolidated balance sheet, b. the appropriation of the company's profit/loss according to the adopted balance sheet and c. discharge from liability for the members of the board and the managing director 9. Resolution in respect of the number of board members and deputy members 10. Resolution in respect of the fees for the Board of Directors and the accountants 11. Election of the Board of Directors 12. Resolution in respect of the composition of the nomination committee and its line of work 13. Report of the board appointed remuneration committee's result and function 14. Resolution in respect of the proposal from The Swedish Association of Share Investors according to which an audit committee shall be appointed by the meeting. 15. Resolution regarding authorisation for the Board of Directors to issue shares and subordinated debentures with detachable warrants 16. Closing of the meeting
Dividend
The Board of Directors propose that no dividend are to be distributed to the shareholders for the financial year 2003 and that the company's loss is dealt with by releasing from the share premium reserve an equivalent amount.
Number of Board Members, fees and election At the Annual General Meeting in 2003, the meeting resolved to establish a nomination committee and the process for the implementation. The nomination committee has consisted of Bo Dimret (chairman), Bjorn Lind (SEB), Stefan Roos (Handelsbanken Fonder), Peter Ronstrom (Lannebo Fonder) and Henrik Soderberg (Skandia).
The nomination committee proposes that the board consist of seven board members without any deputy members.
The nomination committee proposes that the total fees paid to the board should amount to SEK 1,000,000, to be distributed by the Board to Board members who are not employed within the Telelogic Group.
The nomination committee proposes that the following board members are reelected: Bo Dimert, Kjell Duveblad, Erik Gabrielson, Anders Lidbeck, Risto Silander and Joakim Westh, and that Maria Borelius are elected as new member of the board.
Maria Borelius is a science journalist and entrepreneur. She is a member of the board in SWECO and Active Biotech.
Resolution in respect of the composition of the nomination committee and its line of work The Swedish Association of Share Investors has proposed that a nomination committee shall be appointed by the meeting.
The Board of directors however propose that a nomination committee should be formed, valid until the next annual general meeting, in accordance with the decision taken at the previous annual general meeting. The nomination committee is proposed to consist of the chairman of the board and representatives of the 4-5 largest shareholders. The chairman of the board shall, well in advance of the next annual general meeting, contact the, at that point, largest owners and invite them to be part of the nomination committee.
The nomination committee shall, well in advance of the next annual general meeting, and in consultation with the board, analyze the need for change of the composition of the board and propose suitable candidates. The nomination committee shall also propose fees paid to Board members and where applicable prepare election of auditors.
Resolution regarding authorization for the board of directors to issue shares and subordinated debentures with detachable warrants The board of director's propose the meeting to extend the power of attorney decided at the previous annual general meeting, to authorise the board of directors to, not later than the next annual general meeting, resolve to issue a total number of 18,000,000 new shares (corresponding to 8% dilution) in consideration for cash and/or in kind or set-off or otherwise with conditions, 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.
When making use of the authorisation 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.
Full proposal
The full proposal of the Board of Directors will be available at the Telelogic, Kungsgatan 6, Malmo, Sweden as from Monday, April 12 2004. The proposal will be send to shareholders requesting it.
Malmo, March 2004 The Board of Directors
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
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