MALMO, Sweden, March 30, 2005 (PRIMEZONE) -- The shareholders in Teleca AB (publ) are hereby invited to attend the Annual General Meeting of Teleca AB to be held on Thursday 27 April 2005, at 5:00 p.m. at Dockplatsen 1, Malmo, Sweden. From 4:00 p.m. a light meal will be served.
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 (the Swedish Securities Register Center) as of 17 April 2005, and
-- must have provided notice to the Company not later than 4:00 p.m., 21 April 2005.
Shareholders whose shares are registered in the name of a nominee must temporarily re-register their 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 15 April 2005. Accordingly, shareholders must request such re-registration by the nominee in sufficient time prior to said date.
Notice of participation Notice 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 +46317448011, by telefax to +46317448025, or by e-mail to ingalill.lundgren@teleca.com. The notice 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 that the Meeting has been duly convened
7. Presentation of the Annual Report and Auditor's Report and
the Consolidated Accounts and the Auditor's Report on the
Consolidated Accounts
8. Address by the Managing Director
9. Adoption of the Income Statement and the Balance Sheet and the
Consolidated Income Statement and the Consolidated Balance
Sheet
10. The disposition to be made of the Company's profits as shown
in the Balance Sheet adopted by the Meeting
11. Discharge 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 resolve
on new issues of shares
16. Election of a nomination committee
17. Closing of the Meeting
10. Dividend
The Board has proposed that no dividend shall be paid for the 2004 fiscal year.
12-14. Board of Directors The nomination committee, whose members have been Dan Olofsson, Konstantin Caliacmanis, Henrik Didner (Didner & Gerge Fonder) and Annika Andersson (Fjarde AP-fonden) has proposed as set forth below. The Company has been notified that shareholders representing more than 30% of all votes in the Company will support the proposals: Board Members: re-election of Dan Olofsson, Konstantin Caliacmanis, Juha Christensen, Goran Larsson, Gunder Lilius and Johan Vunderink, and new election of Anders Torstensson. Directors' fees: SEK 700,000 to be distributed among the Board members. Anders Torstensson, 49 years old, is currently Vice President within Flextronics' business ODM Products. Previously, he has been working within the Ericsson group.
15. The Board's proposal on authorization of the Board to resolve on new issues of shares The Board has proposed that the General Meeting authorise the Board, during the periods until the next Annual General Meeting, on one or several occasions, to resolve on new issues of up to a total of 3,000,000 Series B shares. In this respect, the Board shall be entitled to resolve to deviate from 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 4.6% of the capital and 4.2% of the voting rights.
16. Nomination Committee The shareholder Danir AB has proposed that the Annual General Meeting assigns to the Chairman of the Board to -- based upon the shareholding at the end of September 2005 -- convene a Nomination Committee comprising the Chairman of the Board and one representative of each of the four largest shareholders in the company at that time. The names of the members of the Nomination Committee shall be published during the month of October 2005. The Nomination Committee shall propose the Board of Directors to be elected at the Annual General Meeting 2006. The Nomination Committee shall remain until the next nomination committee has been elected. In case any member of the Nomination Committee should resign or cease to represent one of the largest shareholders in the Company, then the Nomination Committee shall be entitled to replace such member with another representative of the largest shareholders. The Company has been notified that shareholders representing more than 30 % of all votes in the Company will support the proposal.
Documents 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 20 April 2005. The proposal will be mailed to those shareholders who so request.
Malmo in March 2005
The Board of Directors of Teleca AB (publ)
Teleca is an international telecom and 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 positions and shorten their times to market. The company has more than 3,000 employees and operations in 15 countries in Asia, Europe and North America. Teleca is quoted on the Attract40 list of the Stockholm Stock Exchange. www.teleca.com
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