Notice of Annual General Meeting in Teleca AB (publ)


Notice of Annual General Meeting in Teleca AB (publ)

The shareholders of Teleca AB (publ) are hereby invited to attend the annual
general meeting (AGM) at Börshuset, Skeppsbron 2, Malmö, on Tuesday 24 April
2007 at 5 p.m. From 4:00 p.m. a light meal will be served.

Right to participate
To have the right to participate, shareholders must: on Wednesday 18 April 2007
be registered in the register of Teleca AB shareholders held by VPC AB (Swedish
central securities depository); and at the latest by 4 p.m. on Wednesday 18
April 2007 inform Teleca AB of their intention to attend the AGM.

In addition, any shareholder who wishes to participate in the AGM and whose
shares are registered in the name of a nominee must arrange for their shares to
be temporarily re-registered in their own name at VPC by Wednesday 18 April 2007
at the latest. Such shareholders are therefore advised to inform their nominees
in good time before this date.

Notice of intention to participate
Intention to participate in the AGM can be notified by the following means:
Post:	Teleca AB (publ), att: Annika Ternström, Dockplatsen 1, 211 19 Malmö
Telephone:	+46 40 25 30 04
Facsimile:	+46 40 12 93 15
E-mail:	annika.ternstrom@teleca.com

Notification should include the following: name, civic registration number or
corporate identity number, the number of shares held, daytime telephone number,
and the number of any accompanying assistants (maximum two). If a shareholder
intends to be represented by a proxy, then the notification should include the
relevant authorisation.

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 persons to check the minutes
6.	Confirmation that the meeting has been duly convened
7.	Presentation of the annual report and audit report and the consolidated
accounts and audit report on the consolidated accounts
8.	Address by the managing director
9.	Decision on adoption of the income statement and balance sheet and the
consolidated income statement and consolidated balance sheet
10.	Decision on allocation of the company's profit in accordance with the
adopted balance sheet
11.	Decision on discharge from liability of the board of directors and managing
director
12.	Setting of directors' and auditors fees
13.	Setting of the number of board members, deputy board members and the number
of auditors and deputy auditors
14.	Election of the board of directors
15.	Election of auditors
16.	The board's proposal on authorising the board to decide on new share issues
17.	Authorisation of the chairman of the board to make the formal adjustments
arising from the decisions taken on item 16 deemed necessary in connection with
registration
18.	Resolution as to principles for remuneration of executive management
19.	Appointment of the nomination committee
20.	Closing of the meeting

Dividend (item 10)
The board has proposed that no dividend shall be paid.

Board of directors and other matters (items 2, 12, 13 and 14)
The company's nomination committee, which consisted of Konstantin Caliacmanis,
Henrik Didner (Didner & Gerge Fonder), Magnus Högström (Adelphi Capital), Per
Lindberg and Dan Olofsson, has proposed the following:

Chairman of the meeting: Peter Oscarsson
Board members: re-election of Dan Olofsson, Konstantin Caliacmanis, Juha
Christensen, Göran Larsson, Johan Vunderink and Anders Torstensson, and new
election of Tomas Isaksson.
Chairman of the board: re-election of Dan Olofsson
Directors' fees: SEK 700,000, of which SEK 100,000 is to be allocated to each
board member.

Tomas Isaksson, 52 years old, has many years of experience of working in the
telecom sector. He has among other things previously had roles as CEO Ericsson
Radio Systems Inc, CEO Europolitan Holdings AB, CEO Vodafone Americas Region and
CEO Vodafone Netherlands. He is currently Chairman of the Board in Venturi
Wireless and a member of the Board of directors in Cornice and AmpTech.

Auditors (items 12, 13 och 15)
The company has been informed that the following proposal will be raised:

Auditor: authorized public accountant Peter Gustafsson (Deloitte)
Deputy auditor: authorized public accountant Per-Arne Pettersson (Deloitte)
Auditor fees: against approved account 


The board's proposal on authorising the board to decide on new share issues
(item 16)
The board has proposed that the AGM authorise the board, on one or more
occasions until the next AGM, to decide on new share issues of up to a total of
3,000,000 series B shares. In this respect the board shall be entitled to decide
to deviate from the preferential rights of shareholders as well as to decide on
provisions pursuant to chapter 13, section 5, paragraph 1, item 6 of the Swedish
Companies Act (in kind, offset 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 authorisation is to facilitate the
financing of acquisitions.
If the authorisation is used to the full, it will result in a dilution of about
4.6% of the capital and 4.2% of the voting rights.

Resolution as to principles for remuneration of executive management (item 18)
The board of director's proposal on guidelines for remuneration of executive
management entails the following major items. Executive management consists of
the CEO of Teleca AB and the executives in the corporate management team. The
guidelines will apply to employment contracts signed after the board of
director's proposal on guidelines for remuneration of executive management has
been approved by the decision of the AGM. This also applies to such cases where
changes are made to employment contracts after the decision of the AGM.

Teleca AB shall offer competitive remuneration and other employment terms in
order to recruit and retain an executive management with high competence. The
remuneration to executive management shall consist of fixed salary, possible
variable salary, pension and other benefits. 

The fixed salary, take into account the individuals areas of responsibility and
experience. Reviews should be conducted every year.
The variable salary should be dependent on the individual's completion of
quantitative and qualitative targets. The variable salary shall not exceed 45
per cent of the fixed salary.

Pensions shall be fee-based. The retirement age shall be 65. The pensions shall
correspond to what can be considered feasible on the market in which the
relevant member of the executive management is active. The CEO can cancel his
employment contract with a six months term of notice. Upon cancellation of the
CEOs employment contract by the Company, a 12 months term of notice applies. For
other members of the executive management a six months mutual term of notice
applies.

The executive management may be awarded other customary benefits, such as
company car and company healthcare etc. 

The board may derogate from the above guidelines where there in an individual
case are special reasons for doing so.

Appointment of the nomination committee (item 19)
Shareholder Danir AB has proposed that the AGM assign the chairman of the board,
based on share ownership at the end of September 2007, to convene a nomination
committee made up of the chairman of the board and a representative from each of
the four largest shareholders in the company in terms of voting power. The names
of the members of the nomination committee shall be published in the interim
report for the third quarter. The nomination committee shall propose both the
new board of directors to be elected at the AGM in 2008 and the directors' fees.

The nomination committee shall remain until the next nomination committee has
been appointed. Should a member of the nomination committee resign or cease to
represent one of the largest shareholders in the company, then the nomination
committee shall be entitled to replace such a member with another representative
of the shareholder.

Documentation
Copies of the annual report, audit report and other documentation on which
decisions are based will be made available by the company no later than two
weeks before the AGM takes place and will be sent by post to shareholders who
request them. The information will also be available at www.teleca.com.

Malmö, March 2007

Board of directors of Teleca AB (publ)


Teleca is a world-leading consulting company that develops and integrates
advanced software and IT solutions. Teleca helps its customers shorten
development times and use the most suitable technology more effectively. The
company consists of about 3,500 experts based in 17 countries in Asia, Europe
and North America. Teleca is quoted on the Mid cap list of The Nordic Exchange.
www.teleca.com  

Attachments

03252050.pdf