Notice of Annual General Meeting of Telelogic AB (publ)

Notice of Annual General Meeting of Telelogic AB (publ)

MALMÖ, Sweden - April 5, 2007 - Shareholders in Telelogic AB (publ) are hereby
summoned to the Annual General Meeting to be held on Thursday, 3 May 2007 at 3
p.m.
CET at Börshuset, Skeppsbron 2 in Malmö. For those interested, a presentation of
one of
the Company's areas of operations will be given at 14.30.

Notice of participation, etc
Shareholders who wish to participate in the general meeting must
- be recorded in the register of shareholders kept by VPC AB on Thursday, 26
April 2007; and
- notify the company of their intention to participate in the general meeting no
later than 4 p.m. CET on Thursday, 26 April 2007.

Notice of participation shall be made
- in writing to Telelogic AB, Jenny Bothén, P.O. Box 4128, 203 12 Malmö, Sweden,

- by fax +46 40 650 65 55 or 
- by email to jenny.bothen@telelogic.com.

 The notice shall include name, personal/corporate identity number, address,
telephone number, the number of shares held and, if applicable, the number of
assistants (two at the most) that will accompany the shareholder at the general
meeting. Shareholders who intend to be represented by proxy should submit a
power of attorney and other authorization documents in connection with the
notice of participation. 

Shareholders whose shares are registered in the name of a nominee must
temporarily register the shares in their own names in order to be entitled to
participate in the general meeting. Such registration must be effected no later
than on Thursday, 26 April 2007, and the shareholder must therefore inform the
nominee well before this date.

Proposed agenda
1. Opening of the meeting.
2. Election of chairman of the meeting.
3. Preparation and approval of the voting list.
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 the auditor's report and the
consolidated financial statements and the consolidated auditor's report.
8. Resolutions regarding
a) adoption of the profit and loss statement and the balance sheet and the
consolidated profit and loss statement and the consolidated balance sheet,
b) allocation of the company's financial result in accordance with the adopted
balance sheet, and 
c) discharge of the members of the board of directors and the managing director
from liability.
9. Determination of the number of board members and deputy board members.
10. Determination of fees for the board of directors and the auditor.
11. Election of the board of directors and the chairman of the board of
directors.
12. Election of auditor.
13. Resolution on guidelines for remuneration of senior executives.
14. Resolution regarding nomination committee.
15. Resolution on authorization for the board of directors to resolve on new
issues of shares, warrants and convertibles.
16. Resolution on authorization for the board of directors to acquire and
transfer own shares.
17. Resolution on issue of call options in accordance with the group's global
option plan.
18. Resolution on authorization for the board of directors to resolve on new
issues of warrants.
19. Resolution on authorization for the managing director to make such formal
adjustments of the resolutions under item 15 and 18 that may be necessary in
connection with the registration thereof.
20. Closing of the meeting.

Dividend (item 8b)

The board of directors proposes that no dividend is declared and that the result
is carried forward.

Board of directors etc. (items 2 and 9-12)

The nomination committee, consisting of Annika Anderson (Fjärde AP-fonden),
chairman, Anders Ljungqvist (AMF Pension), Åsa Nisell (Swedbank Robur Fonder),
Peter Rönström (Lannebo Fonder), and Bo Dimert (chairman of the board of
directors), proposes the following:

- Chairman of the general meeting: Bo Dimert.

- Number of board members: Six ordinary board members with no deputy board
members.

- Fees for the board of directors: SEK 1,000,000, whereof SEK 400,000 to the
chairman and SEK 150,000 each to the other board members who are not employed in
the group.

- Fees for committee work: SEK 130,000 for work performed in the audit
committee, whereof SEK 50,000 to the chairman and SEK 40,000 each to the other
two members. SEK 100,000 for work performed in the remuneration committee,
whereof SEK 40,000 to the chairman and SEK 30,000 each to the other two members.
No fees shall be paid to members who are employed in the group.

- Board of directors: Re-election of Jörgen Centerman, Bo Dimert, Kjell
Duveblad, Märtha Josefsson and Birgitta Klasén and Anders Lidbeck as board
members. Maria Borelius has resigned from the board of directors in course of
the year.

- Chairman of the board of directors: Re-election of Bo Dimert.

- Auditor: Election of the registered public accounting firm KPMG Bohlins AB
with the authorized public accountant Eva Meltzig Henriksson as the auditor in
charge.

- Fees for the auditor: Pursuant to approved invoices within the scope for the
offer.

Guidelines for remuneration of senior executives (item 13)

The board of directors proposes guidelines, which in principle means that the
company shall offer a total remuneration in line with the market, which enables
the company to recruit and retain qualified senior executives. The remuneration
to the senior executives shall consist of fixed salary, variable salary, call
options pursuant to the company's global option plan, pension and other
benefits. The variable salary shall have a limit and be dependent on fulfillment
of certain goals. Pension benefits shall comply with local market practice,
which in Sweden means a pension premium approximately corresponding to what is
applicable in the ITP-plan.   

Nomination committee (item 14)

The nomination committee proposes that the current nomination committee shall
remain in office until a new nomination committee has been appointed, that a new
nomination committee shall be appointed by the chairman of the board procuring
that the four largest shareholders as of 31 August 2007 are each offered to
appoint one representative, that, in addition thereto, the chairman of the board
shall be a member of the nomination committee, that the nomination committee
shall appoint its chairman who shall not be a member of the board of directors,
that the nomination committee's term of office shall run until a new nomination
committee has been appointed, and that the nomination committee shall carry out
the tasks set out in the Swedish Code of Corporate Governance. If a shareholder
representative no longer represents the relevant shareholder, or otherwise
resigns before its duty is completed, the chairman of the board of directors
shall offer, if deemed necessary, another shareholder representative a
possibility to replace the resigning representative. If a shareholder
representative represents a shareholder that has sold all or the main part of
its shares in Telelogic, the nomination committee may resolve that the
representative shall resign and, if deemed necessary by the nomination
committee, to offer another shareholder representative a seat on the nomination
committee.

Authorization for the board of directors to resolve on new issues of shares,
warrants and convertibles (item 15)

The board of directors proposes that the general meeting extend the
authorization given to the board of directors at the annual general meeting in
2006 so that the board of directors, for the period up until the next annual
general meeting, is authorized to resolve on new issues, on one or several
occasions, with or without deviation from the shareholders' preferential rights,
of up to 27,000,000 shares (which is equivalent to a dilution of up to 10 per
cent), against payment in cash, in kind and/or with a right of set-off or
otherwise on conditions. The board of directors is authorized to issue shares,
warrants or to raise loans of up to SEK 700 million through issues of
convertibles. The purpose of the authorization is to give the board of directors
the possibility to finance acquisitions through new issues. New issues against
payment in cash or with a right of set-off shall primarily entail preferential
rights for the shareholders. Deviation from this shall only be made in the event
of imminent acquisitions where time does not allow a new issue with preferential
rights for the shareholders. In new issues with deviation from the shareholders'
preferential rights, the subscription price shall be set as close as possible to
the stock exchange quotation at the time. 

Authorization regarding acquisition and transfer of own shares (item 16)

The board of directors proposes that the board of directors is authorized, for
the period up until the next annual general meeting, to resolve, on one or
several occasions, on (a) acquisitions of own shares on the Stockholm Stock
Exchange, and (b) transfers of own shares on the Stockholm Stock Exchange or in
other manner than on the Stockholm Stock Exchange, including a right to resolve
on deviation from the shareholders' preferential rights and on provisions
regarding payment in kind, with a right of set-off or other conditions.
Acquisitions may be made with at most so many shares that the company's holding
of own shares after the acquisition amounts to not more than one tenth of all
the shares in the company, however not more than 24,700,000 shares. The purpose
of the proposal is to give the board of directors further options in taking
action to improve the company's capital structure and to enable to board of
directors to transfer own shares as consideration in connection with
acquisitions or in connection with the exercise of call options within the
group's global option plan. Transfers of own shares on the Stockholm Stock
Exchange may only be made for the purpose of financing acquisitions and
deviations from the shareholders' preferential rights in transfers outside the
Stockholm Stock Exchange may only be made in connection with acquisitions or for
the delivery of shares pursuant to the terms for call options issued by the
group. The board of directors' intention is primarily to use generated cash
flows to finance organic as well as acquisition driven growth. However, an
authorization to execute repurchases also gives the company a possibility to
transfer capital, which is not required for the business, to the shareholders
and thereby to continuously adjust the company's capital structure to the
prevailing capital requirements.  

Resolution on issue of call options in accordance with the group's global option
plan (item 17)

At the extraordinary general meeting held on 8 January 2001, it was resolved to
adopt a global option plan, for the benefit of current and future employees in
the group, based on call options which give the employee a right to acquire
shares in the company. According to the plan, the call option's strike price
shall equal 115 per cent of the market value of a share in the company at the
time of the issue of the call options. The call options may be exercised at the
earliest two years and at the latest four and a half years from the issue. The
call options shall vest by a third at a time, the first reference date for
vesting being two years from the issue of the call options and second and third
reference date being three and four years respectively from the issue of the
call options. Vesting is conditional on the employee still being employed in the
group at the reference date. Vesting is further conditional on that the
company's earnings per share are increasing with at least 10 per cent annually,
whereby (i) earnings per share for the four full calendar quarters preceding the
issue of the call options shall form the basis for the calculation of the profit
growth, (ii) the annual increase of profit shall be calculated from the results
from every past period of four full calendar quarters following thereafter,
(iii) earnings per share shall be adjusted so that any effects of depreciation
according to IFRS, due to acquisitions, are eliminated, and (iv) that call
options which do not vest at a certain reference date are carried forward
(rolled over) and can vest at a later reference date provided that the
accumulated profit growth target is reached at that time. If acquisitions or
other acquisition oriented measures affect earnings per share negatively in the
short term, with the effect that the target for profit growth is not reached,
the board of directors is nevertheless, in exceptional cases, entitled to
approve vesting of call options as the acquisitions in question, in light of the
company's growth strategy, are deemed to be justified in the long term. Further,
taking into account general factors such as the general market development, the
board of directors is entitled to reduce the final number of call options that
may be exercised.  

In accordance with the terms of the group's global option plan, the board of
directors proposes that the general meeting resolve to issue (a) up to 2,500,000
call options to be allocated to the employees of the present group and (b) up to
2,000,000 call options to be allocated to employees in companies which are
acquired. Senior executives and key employees in the group may not be allocated
more than 200,000 call options each and other employees may not be allocated
more than 25,000 call options each. When allocating call options, the employee's
performance, position and significance for the group shall inter alia be
considered. Local adjustments are permitted in order to apply to specific rules
and market conditions in the respective country. It is further proposed that the
general meeting approves that shares and warrants are transferred to employees
in connection with the exercise of the call options.

If all call options are exercised, including the call options which may only be
allocated to employees in companies which are acquired, employees will acquire a
number of shares in the company which is equivalent to a dilution of
approximately 1.8 per cent, of which approximately 1.0 per cent refers to
employees in the present group. Taking outstanding options from earlier option
plans into account (options which expire before this annual general meeting is
not included), the aggregate dilution, if all options are exercised, would
amount to approximately 4.8 per cent, including 0.8 per cent to employees in
companies potentially to be acquired. 
The proposed resolution requires support from shareholders representing at least
nine tenths of the votes cast and of the shares represented at the general
meeting. 

Authorization for the board of directors to resolve on new issues of warrants
(item 18)

The board of directors proposes that the general meeting authorize the board of
directors, for the period up to the next annual general meeting, to resolve on
new issues, on one or several occasions, of up to 4,500,000 warrants, each
warrant entitling the holder to subscribe for one share in the company. The
company's wholly owned subsidiaries within the group, shall be entitled to
subscribe for the warrants with deviation from the shareholders' preferential
rights. In the event the authorization is fully used and all 4,500,000 warrants
are exercised, the company's share capital will increase with SEK 45,000. The
reason for deviating from the shareholders' preferential rights is to hedge the
performance of the option undertakings in accordance with the option plan set
out above, and to cover administrative costs and social security contributions
and equivalent foreign taxes which may arise due to the option plan. A
resolution in accordance with the proposal requires support from at least two
thirds of the votes cast and of the shares represented at the general meeting.

Miscellaneous

The annual report, the auditor's report and the board of directors' complete
proposals for resolutions in accordance with the above, will be available in the
company's office, and on the company's website www.telelogic.com, not later than
two weeks before the general meeting. Copies of the documents will be sent to
shareholders who so request and state their postal address. The board's full
proposal for resolutions under items 17 and 18 above will be sent to each
shareholder who notifies the company of his or her intention to participate in
the general meeting.


About Telelogic
Telelogic is the leading global provider of software solutions for Enterprise
Lifecycle Management (ELM). Award-winning Telelogic software helps customers
design, develop, and deliver the world's most advanced and innovative products,
systems, and software more efficiently by aligning and optimizing development
lifecycles and business processes with business objectives and customer needs.
Telelogic helps customers improve quality and predictability while reducing
time-to-market and overall costs. Headquartered in Malmö, Sweden with U.S
headquarters in Irvine, California, Telelogic conducts business in more than 40
countries. More than one third of the Fortune Global 500 companies use Telelogic
software including marketing-leading aero/defense, automotive, financial
services, software/electronic and telecommunications companies and governments
worldwide. For more information, see www.telelogic.com. 

Corporate Communications Contact:

Catharina Paulcén, 
EVP Corporate Communications
+46 (40) 17 47 30