MALMO, Sweden, April 8, 2002 (PRIMEZONE) -- Shareholders in Teleca AB (publ) are hereby called to the Annual General Meeting of the Company to be held on Monday, May 6, 2002, 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 Friday,
April 26, 2002,
-- have provided notice to the Company no later than 4:00 p.m.,
Monday, April 29, 2002.
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 no later than April 26, 2002. 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), Regnbagsgatan 6, SE-417 55 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 to amend the Articles of Association
16. The Board's proposal on authorization of the Board to decide on
new issues of shares.
17. The Board's proposal on the issue of a debenture with attached
warrants for subscription of new shares and approval of the
further transfer of such warrants.
18. Authorization for the Managing Director to make those formal
amendments in the resolutions under items 15-17 that may be
necessary in connection with registration by the Swedish Patent
and Registration office (PRV).
19. Closing of the Meeting.
10. Dividend
The Board has proposed that SEK 0.70 shall be paid as dividend. The Board has proposed Friday, May 10, 2002 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 May 15, 2002.
12-14. Board of Directors
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.
Board Fee: SEK 600,000 to be distributed among the Board members.
15. The Board's proposal to amend the Articles of Association
The Board has proposed the General Meeting to amend the Articles of Association as follows:
-- Para. 6.1 shall be amended so that the Board of Directors shall
comprise not less than three and not more than eight members with
up to two deputies.
-- In Para. 8 the following is added as a new paragraph: "General
Meetings may be held in Malmo, Stockholm or Goteborg."
16. The Boards' 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 Para. 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 (after taking into account the possible full exercise of all outstanding options to subscribe for new shares) of about 7.5 % of the capital and 6.9 % of the voting rights.
17. The Board's proposal on the Issue of a Debenture with Attached Warrants for Subscription of New Shares and Approval of the Further Transfer of Such Warrants.
The Board has proposed that the General Meeting resolve to issue a debenture in the nominal amount of SEK 1,000 with 700,000 warrants for the subscription of new Series B shares in the Company on the following terms. The right to subscribe for the debenture, waiving shareholders' preferential rights, is granted to Teleca's wholly owned subsidiary Exallon Group AB. The debenture shall be subscribed and paid not later than May 22, 2002. The debenture carries 5% annual interest and is due for payment on August 31, 2002.
The warrants shall be immediately detachable from the debenture. The subsidiary shall transfer the warrants in accordance with the instructions below. Each warrant carries the right to subscribe for one new Series B share during the period June 1-August 31, 2005. The subscription price shall be an amount equal to 135 % of the average last paid price for the Series B share in the Company as quoted on the Stockholmsborsen AB's official price list during the period April 8-May 3, 2002 (after rounding off to the nearest whole Swedish krona). At full subscription, the increase in the Company's share capital will be SEK 1,260,000.
At full subscription, the dilution effect will correspond to approximately 1.1% of the share capital and approximately 1.0% of the votes.
The reason for the deviation from the preferential rights of shareholders is that in the opinion of the Board it would be positive for the Company's long-term development that employees of the Teleca Group be offered a possibility of ownership through an incentive program that, among other effects, is expected to increase employee involvement and loyalty.
In addition, the Board has proposed that the General Meeting approve that the subsidiary transfers the aforementioned warrants to employees within the Teleca Group in accordance with the Board's instructions and on the following terms. Application to acquire warrants shall be made during the period May 13-May, 24, 2002. The price for the warrants shall correspond to the market price of the warrants calculated in accordance with the Black & Scholes formula. All employees in the Teleca Group are guaranteed 300 warrants per person. Thereafter, surplus warrants can be distributed among those who desire to acquire additional warrants. It shall also be possible to transfer warrants to personnel who are employed after the issue.
The proposal is subject to the provisions of the so-called Leo Law and will be adopted only if supported by at least 90% of the votes cast as well as of the shares represented at the Meeting.
Currently, Teleca has the share-related incentive program described in its Annual Report. These programs, together with the one proposed above, gives a maximum dilution corresponding to approximately 3.1% of the share capital and approximately 2.8% of the votes.
The Board's complete proposals for the resolutions pursuant to items 15 - 17 will be available to shareholders at the Company's offices and on the Company's website from and including April 22, 2002 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