AGM CONVENING NOTICE

AGM CONVENING NOTICE 

Transcom WorldWide S.A.
société anonyme
Registered office: 45, rue des Scillas, L-2529 Luxembourg
R.C.S. Luxembourg B 59.528
("Transcom")


CONVENING NOTICE TO THE ANNUAL GENERAL MEETING AND TO THE EXTRAORDINARY GENERAL
MEETING OF THE SHAREHOLDERS OF TRANSCOM TO BE HELD ON 26 MAY 2009

I/ Annual General Meeting of the Shareholders 

Convening notice is hereby given to the shareholders of Transcom to attend the
annual general meeting of the Transcom's shareholders (the "AGM") that will be
held on 26 May 2009, at 3.00 p.m. CET at Château de Septfontaines, 330, rue de
Rollingergrund, L-2441 Luxembourg, which will have the following agenda:

AGENDA

1.	Election of Chairman of the AGM. 

2.	Presentation of the reports of the board of directors of Transcom and of the
external auditor of Transcom on (i) the annual accounts of Transcom for the
financial year ended 31 December 2008 and (ii) the consolidated annual accounts
for the financial year ended 31 December 2008. 

3.	Approval of the annual accounts and the consolidated accounts for the
financial year ended 31 December 2008. 

4.	Allocation of the results as of 31 December 2008. 

5.	Discharge of the liability of the members of the board of directors of
Transcom for, and in connection with, the financial year ended 31 December 2008.


6.	Appointment of the members of the board of directors of Transcom. 

7.	Appointment of the external auditor of Transcom. 

8.	Determination of the directors' fees.

9.	Approval of the procedure of the Nomination Committee of Transcom.

10.	Approval of the share repurchase plan of Transcom (the "Share Repurchase
Plan").

11.	Miscellaneous.

INFORMATION

ELECTION OF THE CHAIRMAN OF THE MEETING (AGM item 1)

The Nomination Committee proposes that the attorney at law (avocat à la Cour),
Christian Kremer, be elected Chairman of the AGM.

ALLOCATION OF THE RESULTS AS OF 31 DECEMBER 2008 (AGM item 4)

The Board acknowledges that the profit and loss account for the period starting
January 1, 2008 and ending December 31, 2008 shows a loss of EUR 1,975,502 and
decides to propose to the AGM the allocation of such results to the profits
carried forward account.

APPOINTMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS OF TRANSCOM (AGM item 6)

The Nomination Committee proposes that, until the end of the annual general
meeting to be held in 2010 (the "2010 AGM"), the number of directors of Transcom
will be set at 7 directors. The Nomination Committee proposes (i) to re-elect
Mr. James Beers, Ms. Mia Brunell Livfors, Ms. Sandra Frimann-Clausen, Ms. Torun
Litzén, Mr. Roel Louwhoff and Mr. William Walker as directors of Transcom, and
(ii) to elect Mr. Henning Boysen as new director of Transcom.

Henning Boysen, born in 1946, is an experienced international executive with
significant operational experience of the travel industry. Henning is currently
Chairman of Kuoni, one of Europe's leading leisure travel companies.  He has
been Chairman since 2006 having joined the Board in 2003. He is also Chairman of
Global Refund Group, a market leading supplier of financial services for the
merchant market in their interactions with foreign customers, and Apodan Nordic,
a Danish-based supplier and distributor of products primarily to the
Scandinavian public healthcare sector. Previously, Henning was President and CEO
of Gate Gourmet between 1996 and 2004. During this period he transformed Gate
Gourmet from a mid-sized European company into a truly global organisation
before selling the business to Texas Pacific Group. Before becoming President
and CEO he held leadership roles in a number of the company's subsidiaries.
Before joining Gate Gourmet, Henning was COO and Deputy President of Saudia
Catering in Saudi Arabia between 1988 and 1992 and before that he held a
succession of increasingly senior management positions with SAS Service Partner
A/S between 1974 and 1988. He began his career with Booz Allen Hamilton as a
management consultant. Henning holds a Masters in Economics from Aarhus
University, Denmark. Henning is a Danish national. 

The Nomination Committee further proposes that the board of directors of
Transcom appoints Mr. William Walker to be Chairman of the board of directors of
Transcom, and that a Remuneration Committee and an Audit Committee are appointed
at a board meeting following the AGM.

APPOINTMENT OF THE EXTERNAL AUDITOR OF TRANSCOM (AGM item 7)

As recommended by the Audit Committee, the Nomination Committee proposes that
Ernst & Young S.A., Luxembourg be re-appointed as external auditor for a term
ending at the 2010 AGM. The remuneration of the auditor shall be paid in
accordance with an approved bill which specifies time, persons who worked and
tasks performed.

DIRECTORS' FEES (AGM item 8)

The Nomination Committee proposes that the meeting resolves that the fees for
the members of the board of directors of Transcom (including remuneration for
the work in the committees of the board of directors of Transcom) for the period
until the end of the 2010 AGM be a total of EUR 359,500 and with such amount to
be split as follows: Mr. William Walker, Chairman of the board of directors of
Transcom, fees in an amount of EUR 90,000 (whereof EUR 45,000 in cash and 45,000
in shares of Transcom) and the six directors of Transcom, fees in the amount of
EUR 40,000 (whereof EUR 20,000 in cash and 20,000 in shares of Transcom) for
each; and remuneration for the work in the committees of the board of directors
of Transcom shall be a total of EUR 29,500. For the work of the Audit Committee,
fees of EUR 20,000 will be split as follows: EUR 10,000 for the Chairman of the
Audit Committee and EUR 5,000 for each of the two Audit Committee members. For
the work of the Remuneration Committee, fees of EUR 9,500 will be split as
follows: EUR 4,500 to the Chairman of the Remuneration Committee and EUR 2,500
for each of the two Remuneration Committee members. 

The share-based compensation in relation to the period from AGM and the 2010 AGM
will take the form of fully paid-up shares of the Transcom common stock to be
issued within the Transcom's authorised share capital to the directors of
Transcom who will serve until the 2010 AGM. The number of shares issued to the
Chairman will be EUR 45,000 divided by the Transcom share closing price on the
NASDAQ OMX Stockholm on the day of the AGM provided that shares shall not be
issued below the par value. The shares shall be issued in equal number of Class
A and Class B shares based on the Class A and Class B share closing price on the
NASDAQ OMX Stockholm on the day of the AGM. Such shares shall be issued subject
to a one-year lock-up period as of their respective date of issue.

APPROVAL OF THE PROCEDURE FOR THE NOMINATION COMMITTEE (AGM item 9)

The Nomination Committee proposes that the AGM approves the following procedure
for preparation of the election of the board of directors and auditor of
Transcom. The work of preparing a proposal on the directors of the board and
auditor, and their remuneration, as well as the proposal on the Chairman of the
2010 AGM shall be performed by a Nomination Committee. The Nomination Committee
will be formed during October 2009 in consultation with the largest shareholders
of Transcom as at September 30, 2009. The Nomination Committee will consist of
at least three members representing the larger shareholders of Transcom. The
Nomination Committee is appointed for a term of office commencing at the time of
the announcement of the third quarter report in 2009 and ending when a new
Nomination Committee is formed. The majority of the members of the Committee may
not be directors of the board of directors or employed by Transcom. If a member
of the Committee resigns during the Nomination Committee term before the work is
concluded, a replacement member can be appointed in the corresponding manner. A
representative of the largest shareholder at the time of the announcement will
be a member of the Committee and will also act as its convenor. The members of
the Committee will appoint the Committee Chairman at their first meeting. The
Nomination Committee shall have the right to upon request receive personnel
resources such as secretarial services from Transcom, and to charge Transcom
with costs for recruitment consultants if deemed necessary.

The above proposals of the Nomination Committee are supported by shareholders
representing more than 50% of the votes in Transcom including among others
Investment AB Kinnevik, Emesco AB, Swedbank Robur fonder, Catella fonder and
Fjärde AP-fonden.

APPROVAL OF THE SHARE REPURCHASE PLAN (AGM item 10) 

The board of directors of Transcom proposes to the meeting to approve the Share
Repurchase Plan and to authorise the board of directors of Transcom, with the
option to delegate, to acquire and dispose of the Transcom's Class A voting
shares and Class B non-voting shares under the abovementioned Share Repurchase
Plan as further detailed below. 

  A) Objectives:

The Share Repurchase Plan will be carried out for all purposes allowed or which
would become authorised by the laws and regulations in force, and in particular
the law dated 10 August 1915 on commercial companies, as amended (the "1915
Law") and in accordance with the objectives, conditions, and restrictions as
provided by the European Commission Regulation No. 2273/2003 of 22 December
2003. 
The purpose of the Share Repurchase Plan will be in particular to reduce the
Transcom's share capital (in value or in number of Class A shares and/or Class B
shares) or to meet obligations arising from any of the following:

    (a) debt financial instruments exchangeable into equity instruments;

    (b) employee share option programmes or other allocations of shares to
employees of the issuer or of an associate company.

The transactions over the Class A and/or Class B shares under the Share
Repurchase Plan may be carried out by any means, on or off the market or by the
use of derivative financial instruments, listed on a regulated stock exchange or
transacted by mutual agreement subject to all applicable laws and stock exchange
regulations.

  B) Maximum proportion of the share capital that may be repurchased>	The maximum aggregate number of shares authorised to be purchased is up to 
3,662,631  Class A shares and 3,662,341 Class B shares respectively but such
numbers being capped at 10% of the issued and outstanding share capital as of
the date of the AGM it being specified that (i) such limit applies to a number
of shares that shall be, as necessary, adjusted in order to take into account
transactions affecting the share capital following this AGM as further detailed
under c) below (ii) that the acquisitions carried out by Transcom may in no
event cause it to hold, directly or indirectly, more than 10% of the share
capital, (iii) the aggregate amount that Transcom may assign to the buyback of
its own shares shall be set in accordance with the provisions of the 1915 Law.>	The acquisitions may not have the effect of reducing the Transcom's net assets
below the amount of the subscribed capital plus those reserves, which may not be
distributed under law or the Articles.>	Only fully paid-up Class A Shares and Class B Shares may be included in the
transactions.

  C) Price and volume considerations

The minimum and maximum purchase prices at which Transcom may repurchase
respectively its Class A shares and its Class B shares at mid market price
within the share price quoted on the NASDAQ OMX Stockholm, where share price
interval means the difference between the highest buying price and lowest
selling price as of the date preceding the buy back and subject to the terms of
this Share Repurchase Plan.

  D) Duration 

The Share Repurchase Plan will start no earlier than 27 May 2009 and end no
later than at the earliest of (i) the 2010 AGM, (ii) the moment on which the
aggregate par value of Class A shares and Class B shares repurchased by Transcom
since the start of this Share Repurchase Plan reaches EUR 3,145,760 (iii) the
moment on which Transcom' shareholding (including the stakes held by other group
companies referred to in article 49bis of the 1915 Law and shares acquired by a
person acting in his own name but on the Transcom's behalf) reaches 10 per cent
of the subscribed share capital in accordance with article 49-2 (1) of the 1915
Law or (iv) within eighteen months as of the date of the AGM.

The meeting further grants all powers to the board of directors of Transcom with
the option of sub-delegation to implement the present authorisation, conclude
all agreements, carry out all formalities and make all declarations with regard
to all authorities and, generally, do all that is necessary for the execution of
any decisions made in connection with this authorisation. The board of directors
of Transcom shall inform the shareholders of Transcom of any transactions
performed in accordance with applicable regulations.

QUORUM AND MAJORITY

The share capital of Transcom is composed of thirty-six millions six hundred
twenty-six thousand three hundred fourteen (36,626,314) Class A voting shares
and thirty six millions six hundred twenty-three thousand four hundred thirteen
(36,623,413) Class B non-voting shares. No specific quorum is required for the
indication of the valid deliberation or acknowledgement of the AGM. The
resolutions will be validly adopted at a simple majority of the votes cast by
the Class A shareholders.

II/ Extraordinary General Meeting of the Shareholders 

Convening notice is hereby given to the shareholders of Transcom to attend the
extraordinary general meeting of the Transcom's shareholders (the "EGM") that
will be held on 26 May 2009, immediately after the AGM, in front of a Luxembourg
public notary, in order to amend the articles of association of Transcom (the"Articles"), which will have the following agenda:

AGENDA

1.	Decision to fix the nominal value of the shares in Transcom to EUR 0.43
(forty-three cents) per each Class A and Class B share and for that purpose,
reduce the value of the share capital of Transcom by an amount of two hundred
fifty-one thousand eight hundred ninety-six Euro and two cents (EUR 251,896.02),
without cancellation of any share and without any reimbursement to the
shareholders of Transcom, so that the share capital of Transcom will amount to
thirty one million four hundred ninety-seven thousand three hundred eighty-two
Euro sixty-one cents (EUR 31,497,382.61), divided into thirty six millions six
hundred twenty-six thousand three hundred fourteen (36,626,314) Class A voting
shares, each with a nominal value of EUR 0.43 (forty-three cents) and thirty six
millions six hundred twenty-three thousand four hundred thirteen (36,623,413)
Class B non-voting shares, each with nominal value of EUR 0.43 (forty-three
cents).

2.	Decision to allocate the amount of two hundred fifty-one thousand eight
hundred ninety-six Euro and two cents (EUR 251,896.02), resulting from the above
share capital value decrease, to the foreign exchange reserve of Transcom.

As a consequence of the above-mentioned decisions, the first and the second
paragraphs of article 5 of the Articles shall read as follows:

«The Company has an issued capital of thirty one million four hundred
ninety-seven thousand three hundred eighty-two Euro sixty-one cents (EUR
31,497,382.61), divided into thirty six millions six hundred twenty-six thousand
three hundred fourteen (36,626,314) Class A voting shares, each with a nominal
value of EUR 0.43 (forty-three cents) and thirty six millions six hundred
twenty-three thousand four hundred thirteen (36,623,413) Class B non-voting
shares, each with nominal value of EUR 0.43 (forty-three cents) all shares being
fully paid-in.
The authorised share capital is set at six hundred fifty-two million seven
hundred ninety-three thousand four hundred Euro (EUR 652,793,400) divided into
eight hundred million (800,000,000) Class A voting shares and seven hundred and
fifty million (750,000,000) Class B non-voting shares, each with a nominal value
of EUR 0.43 (forty-three cents).»

3.	Decision to amend and restate the first paragraph of article 17 of the
Articles.

As a consequence of the above mentioned decision, the first paragraph of article
17 of the Articles shall read as follows: 

«The annual general meeting will be held in the Grand-Duchy of Luxembourg, at
the registered office of the Company or at such other place as may be specified
in the notice convening the meeting on the last Wednesday of May of each year,
at 10 a.m..»   

4.	Decision to add a new paragraph at the end of the Articles.

As a consequence of the above mentioned decision, the latest paragraph of the
Articles shall read as follows:

«In case of discrepancies between the English and the French text, the English
version will prevail.»

5.	Decision to amend and restate the third paragraph of article 21 of the French
version of the Articles in order to comply it with article 21 of the English
version of the Articles.

As a consequence of the above mentioned decision, the third paragraph of article
21 of the French version of the Articles shall read as follows:

«Les actionnaires de Classe B auront droit à la plus grande des valeurs entre
(i) un dividende préférentiel cumulatif correspondant à 0.5% de la valeur
nominale comptable des actions de Classe B dans la Société et (ii) 2% du montant
global des dividendes versés endéans une année.»

6.	Decision to renew the authorised share capital in the Articles for a period
ending on 26 May 2014 with authorisation to the board of directors to cancel or
limit the preferential subscription rights of the shareholders.

As a consequence, the second and the subsequent paragraphs of article 5 of the
Articles shall read as follows:

«The authorised share capital is set at six hundred sixty-six million five
hundred thousand Euro (EUR 666,500,000) divided into eight hundred million
(800,000,000) Class A voting shares and seven hundred and fifty million
(750,000,000) Class B non-voting shares, each with a nominal value of EUR 0.43
(forty-three cents).

The board of directors is authorised and empowered to:

-	realise any increase of the corporate capital within the limits of the
authorised capital in one or several successive tranches, by the issuing of new
shares, against payment in cash or in kind, by conversion of claims or in any
other manner;

-	determine the place and date of the issue or the successive issues, the issue
price, the terms and conditions of the subscription of and paying up of the new
shares; and

-	remove or limit the preferential subscription rights of the shareholders in
case of issue of shares against payment in cash.
This authorisation is valid for a period expiring 5 (five) years after 26 May
2009 and it may be renewed by a general meeting of shareholders for those shares
of the authorised corporate capital which up to then will have not been issued
by the board of directors.
Following each increase of the corporate capital realised and duly stated in the
form provided for by law, the first paragraph of Article 5 will be modified so
as to reflect the actual increase; such modification will be recorded in
authentic form by the board of directors or by any person duly authorised and
empowered by it for this purpose.»

Presentation of the special report of the board of directors of Transcom issued
in accordance with Article 32-3 (5) of the law on commercial companies dated 10
August 1915, as amended (the "Law") to waive and, to the extent appropriate,
cancel or limit the preferential subscription rights of the shareholders in
relation to the above-mentioned authorised share capital of Transcom.

7.	Miscellaneous.

QUORUM AND MAJORITY

The share capital of Transcom is composed of thirty-six millions six hundred
twenty-six thousand three hundred fourteen (36,626,314) Class A voting shares
and thirty six millions six hundred twenty-three thousand four hundred thirteen
(36,623,413) Class B non-voting shares. Considering the decisions to be taken,
the EGM shall not validly deliberate unless at least one half of the Class A
shareholders and at least one half of the Class B shareholders are present or
represented. The resolutions at the EGM will only be validly adopted by the
favorable vote of a majority of the two thirds (2/3) of the votes cast by the
Class A shareholders and by the favorable vote of a majority of the two thirds
(2/3) of the votes cast by the Class B shareholders.

OTHER INFORMATION

Participation at the AGM/EGM of shareholders is reserved for shareholders who
file their intention to attend the AGM/EGM by mail and/or return a duly
completed power of attorney form to the following address: Transcom WorldWide
S.A., 45, rue des Scillas, L-2529 Howald, Grand-Duchy of Luxembourg, Tel: + 352
- 27 755 012, Fax: + 352 - 27 755 007, so that it shall be received not later
than Monday, 25 May 2009, 12:00 p.m. CET. Power of attorney forms for the
AGM/EGM are available at the same address and on the Transcom's website,
www.transcom.com.

Holders of Swedish Depository Receipts (SDRs) wishing to attend the AGM/EGM or
be represented at the AGM/EGM via power of attorney must give notice to and
request a power of attorney form from HQ Bank AB, with mailing address: Box
16027, SE-103 21 Stockholm, Sweden, and visiting address: Hovslagargatan 5
Stockholm, Sweden, Tel: +46 - 8 463 85 00. Holders of SDRs wanting to be
represented at the AGM/EGM have to send the power of attorney duly completed to
HQ Bank AB at the same address, so that it shall be received not later than
Thursday, 21 May 2009, 12.00 p.m CET. Those holders of SDRs having registered
their SDRs in the name of a nominee must temporarily register the SDRs in their
own name in the records maintained by Euroclear Sweden AB (formerly VPC AB) in
order to exercise their shareholders' rights at the AGM/EGM. Such registration
must be completed not later than Tuesday, 19 May 2009, 5.00 p.m CET. Power of
attorney forms for the AGM/EGM can also be found on the HQ Bank AB's website,
www.hq.se.

Visit our website: www.transcom.com.

Luxembourg, on 8 May 2009,

TRANSCOM WORLDWIDE S.A.

The Board of Directors