MALMO, Sweden, April 28, 2005 (PRIMEZONE) -- At the Annual General Meeting in Telelogic AB (publ) on 28 April 2005 the following resolutions were passed:
Appropriation of Profits etc.
In accordance with the board of director's proposal, it was resolved that the profit available for distribution shall be brought forward and that no dividend shall be paid. The members of the board and the managing director were discharged from liability for the administration during 2004.
Fees to the Board of Directors
It was resolved that a fee to the board of directors for the time until the next Annual General Meeting shall be paid in a total amount of SEK 1,150,000 to be distributed with SEK 150,000 to external directors and with SEK 400,000 to the chairman.
Election of the Board of Directors Bo Dimert, Kjell Duveblad, Erik Gabrielsson, Anders Lidbeck, Risto Silander and Maria Borelius were re-elected, and Jorgen Centerman was elected new ordinary member of the board. 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.
Nomination Committee
It was resolved to establish a nomination committee for the period until the end of the next Annual General Meeting consisting of the chairman of the board (convener) and representatives from each of the four largest shareholders as per 31 August. The composition of the committee shall be announced no later than six months before the next Annual General Meeting. At the first meeting the committee shall elect its chairman who shall be elected among the four representatives of the shareholders. The committee shall not be entitled to any fee. The committee shall propose a candidate for chairing the next Annual General Meeting, board members and chairman of the board as well as fees to the board of directors and the auditors. Should any member of the committee leave the committee before it has completed its work, then a substitute may be appointed. Should any shareholder, who has appointed a member of the committee, have reduced its ownership of shares substantially, then the member of the committee representing such shareholder may resign and a representative of the shareholder who -- taking into account the size of its shareholding -- is the next due for participating in the committee shall be invited to participate.
Authorisation for the board of directors to issue shares, convertible debt instruments and debentures with detachable warrants
It was resolved to authorize the board of directors to, no later than at the next Annual General Meeting, resolve to issue a total number of 23,500,000 new shares as well as to resolve to raise loans in an amount not exceeding SEK 500 million by issuing convertible debt instruments or debentures with detachable warrants attached. The board of directors must not use the authorisation in a manner that results in the number of issues shares and the number of shares that can be subscribed for due to issued warrants and conversion of issued debt instruments to exceed 23,500,000 shares (corresponding to a maximum dilution of 10 %). Issues in consideration for cash shall primarily be executed subject to the preferential rights of the shareholders. Deviation from the shareholders' preferential rights shall only take place in case of an imminent acquisition which does not allow time for an issue subject to the preferential rights. When deviating from the preferential rights, the subscription price shall be set as close to the prevailing market quotation as possible. The objective of the authorisation is to enable the board of directors to finance acquisitions through issues. It was noted that the board of directors intends to use almost half of the authorisation to finance the acquisition of FocalPoint and a smaller part hereof for Popkin Software. The remaining part of the authorisation, approximately 12 million shares, the board of directors intends to use either for issue in consideration for cash subject to the shareholders' preferential rights or a directed issue in kind in connection with an acquisition.
Granting of Share Purchase Options under the Group's Global Share Option Program
In accordance with the terms of the program applied by the Group since 2001, the meeting resolved to grant not more than 2,200,000 share purchase options to be granted to employees in the current Telelogic Group and not more than 2,000,000 share purchase options to be granted to employees in companies to be acquired by Telelogic. The allotment of share purchase options to the employees of the company shall be as follows. The managing director shall be allotted not more than 400,000 options, senior executives and key employees of the Group not more than 200,000 each and other employees not more than 25,000 each. At the allotment of options, inter alia, the employee's performance and position within and importance for the Group shall be taken into consideration. Local adjustments may be made in order to meet certain regulations or market conditions in each country. The meeting resolved to approve the on-selling of shares in connection with exercise of the options.
Under the terms of the program, the exercise price shall equal 115 % of the market value of the company's shares at the time of grant of the options. The options may be exercised at the earliest two years and at the latest four and a half years from the time the options were granted. The options vest by 1/3 each time, the first reference date being two years from the date of grant of the options and the second and third reference dates being three and four years, respectively, from the time of grant of the options. Vesting is conditional upon the employee still being employed by the Telelogic Group on the reference date. In addition thereto, vesting is conditional upon that the company, during the calendar year preceding the reference date, has made profit before tax, has had a positive growth of revenues and has had a positive cash flow from operations. The board of directors shall during the coming year evaluate the program in comparison with programs decided by other Swedish companies, especially what concerns demands for service in return and possibly suggest adjustments to the annual meeting of shareholders 2006.
The board of directors has the right to reduce the final amount of exercisable options taking into consideration such general factors as the development of the general market.
If all options are exercised, including such options earmarked for employees in companies to be acquired, employees will acquire shares in the company in an amount corresponding to a dilution of approx. 1.7 %, whereof approx. 0.9 % to employees in the current Telelogic Group. In consideration of previously adopted option programs, the total dilution, should all options granted under such programs be exercised, amounts to approx. 4.9 and 4.1 %, respectively.
Authorisation for the Board of Directors to issue debentures with detachable warrants The meeting resolved to authorise the board of directors to, not later than at the next Annual General Meeting, resolve to issue debentures with not more than 4,200,000 detachable warrants attached which each shall entitle the holder to subscribe for one share in the company. The right to subscribe for debentures shall rest with wholly owned subsidiaries in the Group.
If authorisation is utilized in full and all 4,200,000 warrants are exercised for subscription of shares, the share capital of the company will increase by SEK 42,000. The reason for the deviation from the preferential rights of the shareholders is to guarantee the fulfilment of the obligation to grant options in accordance with the share option program described above and to cover administrative costs, social security costs and equivalent foreign taxes which may be incurred due to the program.
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
Contacts:
Catharina Paulcen SVP Corporate Communications Phone: +46 40 174730
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