MALMO, Sweden, April 3, 2002 (PRIMEZONE) -- At the Annual General Meeting of Telelogic AB (publ) on April 3, 2002 the following resolutions were made:
1 Appropriation of the company's loss
In accordance with the board of director's and managing director's proposal, as recommended by the auditor, it was resolved that the loss for the financial year 2001 of SEK 1,838,377,236 is dealt with by releasing from the share premium reserve an equivalent amount. No dividends are distributed to the shareholders for the financial year 2001.
2 Fees for 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 an amount of SEK 900,000 of which the chairman of the board shall receive SEK 500,000 and residual external board members SEK 100,000 each.
3 Election of the board of directors
Mr Bo Dimert, Mr Kjell Duveblad, Mr Anders Lidbeck, Mr Kjell Spangberg and Mr Joakim Westh were re-elected, and Mr Erik Gabrielsson was elected, new ordinary members of the board for the time until the next Annual General Meeting. Mr Lars Ahlman and Mr Bo Wahlstrom have declined re-election.
4 Resolution regarding authorisation for the board of directors to issue shares and subordinated debentures with detachable warrants
In accordance with the board of director's proposal, the meeting resolved to authorise the board of directors to, not later than at the next Annual General Meeting, resolve to issue a total number of 29,000,000 new shares in consideration for cash and/or in kind or set- off or otherwise with conditions, and thereby resolve to deviate from the shareholders' pre-emptive rights, as well as to resolve to raise loans in an amount not exceeding MSEK 500 by issuing convertible debt instruments or subordinated debentures with detachable warrants attached, which shall not entitle to conversion or subscription of more than 29,000,000 shares in total, in consideration for cash and/or in kind or set-off or otherwise with conditions, and thereby resolve to deviate from the shareholders' pre-emptive rights. The Board of Directors must not use the authorisation in a manner that results in the number of issued shares and the number of shares that can be subscribed for due to issued warrants and conversion of issued debt instruments to exceed 29,000,000 shares. The objective of the authorisation is to enable the board of directors to finance acquisitions by issuing new shares and in connection herewith restructure or replace existing share option plans in the acquired companies, as well as to raise external financing in order to maintain and/or accelerate the continuing expansion of the Telelogic group of companies.
5 Grant of options in accordance with the Group's Global Share Option Plan
In accordance with the board of director's proposal and the terms of the Global Share Option Plan ("the Plan") adopted by the company at the Extraordinary General Meeting on January 8, 2001, the meeting resolved to grant not more than 3,000,000 call options whereby in principal senior managers and key employees of the group may each be granted not more than 200,000 call options and residual employees not more than 25,000 call options each. Members of the board shall not be entitled to any options. In the event that all 3,000,000 options are exercised, employees will acquire shares in the company in an amount corresponding to a dilution of approximately 1.5 percent. In consideration of previously adopted option plans to the employees (however excluding plans which will expire during 2002 and where the strike price substantially exceeds the present market value) and including other plans adopted at this meeting, the total dilution amounts to approximately 6.9 percent and to 6.4 percent in consideration of outstanding convertibles.
6 Authorisation for the Board of Directors to issue subordinated debentures with detachable warrants
The meeting resolved to authorise the board of directors to, not later than at the next Annual General Meeting, notwithstanding the shareholders' pre-emptive rights, at one or more occasions, resolve to issue subordinated debentures attached with not more than 3,000,000 detachable warrants, which each shall entitle the holder to subscribe for one share in the company. Entitlement to subscribe for debentures shall, with deviation from the shareholders' pre-emptive rights, rest with wholly owned subsidiaries in the group. The reason for the deviation from the pre-emptive rights of the shareholders is to guarantee the fulfilment of the obligation to grant options in accordance with the share option plan described in 5 above and to cover administrative costs, social security costs and equivalent foreign taxes which may be incurred due to the Plan.
7 Resolution regarding issue of subordinated debentures with detachable warrants
The meeting resolved in accordance with the proposal by the board of directors, to issue debentures with not more than 1,000,000 detachable warrants. Each warrant entitles the holder to subscribe for one share with a nominal value of SEK 0.01. For 500,000 warrants at the most (Series I) the subscription price shall correspond to the average quotation of the company's shares during the period commencing on August 26, 2002 up to and including 6 September 2002, and for 500,000 warrants at the most (Series II) the subscription price shall correspond to the average quotation of the company's shares during the period commencing on February 24, 2003 up to and including March 7, 2003. The warrants may be exercised at the latest four years and six months from the time the subscription price was fixed. Notwithstanding the shareholders' pre-emptive rights, the party entitled to subscribe shall be Telelogic Options AB, which shall detach and grant the warrants without any consideration to present and future employees in the Group's Swedish companies. Senior managers and key employees of the group may each be granted not more than 200,000 warrants and residual employees not more than 25,000 warrants each. Board members shall not be entitled to any warrants. In the event that all 1,000,000 options are exercised, the company's share capital may increase with SEK 10,000, corresponding to a dilution of approximately 0.5 percent. In consideration of preciously adopted option plans to the employees (however excluding plans which will expire during 2002 and where the strike price substantially exceeds the present market value) and if the authorisation in 6 above is fully exercised, the total dilutions amounts to approximately 6.9 percent and to 6.4 percent in consideration of outstanding convertibles.
About Telelogic
Founded in 1983, Telelogic(r) (www.telelogic.com) is the leading global provider of solutions for advanced systems and software development. The company's automated application lifecycle solution includes integrated best-in-class software and professional services for requirements management, change and configuration management, development, testing, and documentation. Telelogic enables organizations to improve quality and predictability, while reducing time-to-market and overall costs in systems and software development. Built on an open architecture that ensures interoperability with other leading third-party solutions, Telelogic's products are based on international standardized languages and notations. Telelogic participates in 3GPP, Bluetooth SIG and OMG to create future communication technologies and visual software development languages. Headquartered in Malmo, Sweden the company has more than 1,000 employees worldwide. Customers include Airbus, Alcatel, BMW, Boeing, BT, DaimlerChrysler, Deutsche Bank, Ericsson, Lockheed Martin, Lucent Technologies, Motorola, NEC, Nokia, Philips and Siemens. Telelogic, Telelogic DOORS, and Telelogic Tau are the registered trademarks of Telelogic AB. Telelogic Synergy is a trademark of Telelogic AB. All other trademarks are the properties of respective holders.
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