MALMO, Sweden, March 31, 2005 (PRIMEZONE) -- Shareholders in Telelogic AB (publ) are hereby invited to Annual General Meeting on 28 April 2005 at 15.00 at Borshuset, Skeppsbron 2, Malmo. For those interested, a presentation of one of the Company's areas of operations will be given at 14.30.
Right to participate in the meeting Shareholders wishing to participate in the Annual General Meeting must:
- Be entered in the shareholders' register kept by VPC AB no later than Monday April 18, 2005
- and register their attendance no later than 16.00 CET, Friday, 22 April 2005
The registration shall be made in writing:
- to Telelogic AB (publ), Att: Helena Gynnerstedt, Box 4128, 203 12 Malmo,
- by fax at +46 (0)40 650 65 55
- or by e-mail to helena.gynnerstedt@telelogic.com.
The notice of participation should include the shareholder's name, personal identity number/company registration number, address, telephone number, shareholdings and the number of advisors (no more than two). Telelogic will send out a confirmation as well as copies of the documents for the annual general meeting.
Shareholders who wish to be represented by a representative shall submit a written power of attorney with their notifications.
Re-registration of shares Shareholders whose shares are registered under the names of nominees must temporarily re-register the shares in their own name in order to be entitled to participate in the Meeting. Shareholders wishing to re-register must inform the nominee well in advance of 18 April 2005.
Proposed agenda
1. Opening of the meeting.
2. Election of chairperson for 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 auditors' 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.
(c) Discharge of liability for the Members of the Board of
Directors and the managing director.
9. Resolution on the number of board members and deputy members.
10. Resolution on fees for the Board of Directors.
11. Election of the Board of Directors.
12. Resolution on the composition and duties of the
Nomination Committee.
13. Resolution on authorization for the Board of Directors to
issue shares and debentures.
14. Resolution on issue of share purchase options in accordance
with the Group's global share option program.
15. Resolution regarding authorization for the Board of Directors
to issue debentures with detachable warrants.
16. Closing of the Meeting.
Proposals
Dividends (item 8b) The Board of Directors proposes that no dividends be paid for the fiscal year 2004.
The Nomination Committee's proposal regarding Members of Board of Directors etc The Nomination Committee consists of Bjorn Lind (SEB Fonder; chairman), Annika Andersson (Fjarde AP-fonden), Pernilla Klein (Tredje AP-fonden), Anders Ljungqvist (AMF Pension), Peter Ronstrom (Lannebo Fonder) and Bo Dimert.
The Nomination Committee proposes the following:
- Item 2: Appointment of the chairman of the Board of Directors as chairman of the meeting.
- Item 9: The Board of Directors shall consist of seven members without any deputies.
- Item 10: A fee of SEK 1,150,000 shall be paid to the Board of Directors, whereof SEK 150,000 shall be allocated to members who are not employed in the Group and SEK 400,000 to the chairman.
- Item 11: Until the end of the next Annual General Meeting, it is proposed that Bo Dimert, Kjell Duveblad, Erik Gabrielson, Anders Lidbeck, Risto Silander and Maria Borelius are re-elected board members and that Jorgen Centerman are elected new member of the Board of Directors. Jorgen Centerman is a board consultant. He is a member of the Board of Directors of HMS Networks AB (chairman), Micronic Laser Systems AB, Kordab International AB and Abundis AB.
For the shareholders' information, at the Annual General Meeting in 2003, the authorized auditor Alf Svensson was appointed auditor of the company and the authorized auditor Eva Melzig Henriksson was appointed deputy auditor until the end of the Annual General Meeting of 2007.
The composition and the duties of the Nomination Committee (item 12) In consultation with the Nomination Committee, the Board of Directors proposes the following: One representative for each of the four largest shareholders as of 31 August shall, together with the chairman of the Board of Directors, constitute the Nomination Committee during the period until the next Annual General Meeting. The chairman of the Board of Directors shall be the convenor. The composition of the Nomination Committee shall be released before next year's Annual General Meeting as soon as it is appointed, and at latest six months before the next Annual General Meeting. The chairman of the Nomination Committee shall be appointed among one of the four shareholder representatives at the constituent meeting of the Committee. No fee shall be paid to the Nomination Committee.
The Nomination Committee shall prepare proposals for chairman at the General Meeting, for the number of members of the Board of Directors, for the fee to the members of the Board of Directors and auditor and for members of the Board of Directors and chairman of the Board of Directors. In the event that a member resigns from the Nomination Committee before its work is completed, a substitute from the same shareholder can step in if it is deemed necessary. In the event that a shareholder who has nominated a member of the Nomination Committee no longer holds shares in the company or has significantly reduced its holdings, such a member of the Nomination Committee may resign, and a representative of the shareholder that is next in line according to the size of holdings shall be given the opportunity to stand in instead.
Authorization for the Board of Directors to issue shares or debentures (item 13) The Board of Directors proposes that the Meeting extends, with certain additions, the power of attorney decided upon at the Annual General Meeting of 26 April 2004, authorizing the Board of Directors, on one or several occasions until the next Annual General Meeting, and with the possibility to deviate from the shareholders' preferential rights, to issue no more than 23,500,000 shares (corresponding to a maximum dilution of 10 percent) against cash consideration and/or a provision of payment in kind or set-off or otherwise subject to qualifications. This shall be possible through a resolution on a new issue of shares or through a resolution on borrowing a maximum amount of SEK 500 million by issuing convertible debentures or debentures with detachable warrants.
The objective of the authorization is to enable the Board of Directors to finance acquisitions through issues. Cash issues shall primarily be executed subject to preferential rights. This rule may only be deviated from in the event of an imminent acquisition which does not allow time for an issue subject to preferential rights. Upon deviation from the shareholders' preferential rights, the subscription price shall be set as close to the prevailing market quotation as possible.
Resolution on issue of share purchase options in accordance with the Group's global share option program (item 14) The Extraordinary General Meeting of 8 January 2001 resolved to adopt a global share option program as a benefit to present and future employees in the Group, based on share purchase options, which entitle the employee to acquire shares in the Company. Under the terms of the program, the redemption rate of the options shall equal 115 % of the market value of the shares of the Company at the time of issue of the options. The options shall be able to be used at earliest two years and at latest four and a half years from the time of the issue of the options. The options are accrued by a third at a time, the first reference date being two years from the time of the option issue and the second and third reference dates three and four years, respectively, from the time of issue of the options. Grant is conditional on the employee still being employed by the company on the reference date. Apart from continued employment, it is required that, at the reference date, the Company has made a profit before tax, has had a positive growth of revenues and has had a positive cash flow from the running business during the calendar year preceding the reference date.
The Board of Directors possesses the right to decide on reduction of the final number of options that can be used, taking such general factors into consideration as the development of the general market.
In accordance with the terms of the Group's global share option program, the Board of Directors proposes that the Annual General Meeting resolves to issue at most 2,200,000 share purchase options to be allocated to the employees of the present Group and at most 2,000,000 share purchase options to be allocated to employees of acquired companies. The allocation to the Company's employees is proposed to be a maximum of 400,000 options to the managing director, a maximum of 200,000 options each to senior executives and key employees and a maximum of 25,000 options each to other employees. The employee's performance, position and significance to the Group shall be considered at allocation of the options. Local adjustments may be made to fulfil special rules or market conditions in the respective country. It is further proposed that the meeting approves on-selling of the shares in connection with the use of the share purchase options.
If all options are used, including the options which can only be used for employees of acquired companies, employees will acquire shares in the Company corresponding to a dilution of approximately 1.7 percent, of which approximately 0.9 percent to employees in the present Group. Taking outstanding options from earlier option programs into account, the aggregate dilution, if all options were used, would amount to approximately 4.9 percent or approximately 4.1 percent, respectively.
The share option program entails that the employees of the Group are allocated share purchase options which entitle them to purchase shares in the Company. Such transfers are subject to the Swedish act on certain directed share issues in equity market companies (Sw. lagen (1987:464) om vissa riktade emissioner i aktiemarknadsbolag m.m.), which means that decisions on issuing share purchase options in accordance with the above are only valid if supported by at least nine tenths of both the cast votes and the represented shares at the Meeting.
Resolution regarding authorization for the Board of Directors to issue debentures with detachable warrants (item 15) The Board of Directors proposes that the Meeting authorizes the Board of Directors, until the next Annual General Meeting, to issue debentures with detachable warrants, on one or several occasions, to an aggregate maximum of 4,200,000 detachable warrants, each entitling the holder to subscription of one share in the Company. In deviation of the shareholders' preferential rights, the right to issue debentures shall be vested in wholly owned subsidiaries in the Group.
If the authorization is fully used and all 4,200,000 options are used to subscribe for shares, the Company's share capital will be increased by SEK 42,000. The reason for the deviation of the shareholders' preferential rights is to ensure the performance of its obligations under the share purchase option program above and to cover administrative expenses and social insurance contributions and equivalent foreign taxes which may arise due to the program.
If all 4,200,000 options are used to subscribe for shares, the key ratio of equity capital per share for the fiscal year of 2004 is changed from SEK 3.17 to SEK 3.11. For a resolution in accordance with this proposal, at least two thirds of the cast votes and the shares represented at the Meeting must support it.
Miscellaneous
As of 14 April 2005, the Board of Directors' complete proposal in accordance with the above will be available at the Company's offices at Kungsgatan 6 in Malmo and on the Company's website www.telelogic.com. Copies of these documents will also be dispatched by mail to shareholders who so request and state their postal address.
Malmo in March 2005
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 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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