Notice of Annual General Meeting in Teleca AB (publ)

The shareholders of TelecaAB(publ) are hereby invited to attend the annual general meeting (AGM) at Börshuset, Malmö, on Monday 24 April 2006 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 Tuesday 18 April 2006 be registered in the register of Teleca AB shareholders held by VPC AB (Sweden’s central securities depository); and at the latest by 4 p.m. on Tuesday 18 April 2006 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 Tuesday 18 April 2006 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), Lindholmspiren 9, SE-417 56 Göteborg, Sweden Telephone: +46 317448011 (031 744 80 11) Facsimile: +46 317448025 (031 744 80 25) E-mail: ingalill.lundgren@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’ fees 13. Setting of the number of board members and deputy board members 14. Election of the board of directors 15. Decision on changes to the articles of association 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 items 15 and 16 deemed necessary in connection with registration 18. Appointment of the nomination committee 19. 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), Sten Kottmeier (AMF), 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, Gunder Lilius, Johan Vunderink and Anders Torstensson Chairman of the board: re-election of Dan Olofsson Directors’ fees: SEK 600,000, of which SEK 100,000 is to be allocated to each board member except Konstantin Caliacmanis Changes to the articles of association (item 15) The board proposes certain changes to the articles of association, primarily to comply with the new Swedish Companies Act, which came into force on 1 January 2006. The main changes include: changing the company’s share capital (§ 4) to a minimum of SEK 50,004,000 and a maximum of SEK 200,016,000; replacing information on the share’s nominal amount (§ 5) with information on the minimum and maximum number of existing shares in the company (minimum 27,780,000 shares, maximum 111,120,000 shares); changing the rules on preferential rights regarding series A and series B shares (§ 5) to include offset issues; stipulating that the invitation to the AGM shall be by means of advertisements in Post- och Inrikes Tidningar (Sweden’s official gazette) and Dagens Industri (Swedish daily financial newspaper) (§ 7); and adjusting the record day provision (§ 10). It is also proposed that decisions regarding the elected board members’ terms of office (§ 6.1), auditors’ terms of office (§ 6.2), and voting rights at the AGM (§ 8) be removed because all these are now regulated in law. 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. Appointment of the nomination committee (item 18) Shareholder Danir AB has proposed that the AGM assign the chairman of the board, based on share ownership at the end of September 2006, 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 2007 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 2006 Board of directors of Teleca AB (publ) Teleca is an international telecom and IT services company focused on R&D that develops and integrates advanced software and information technology solutions. With in-depth expertise in the latest technology and profound industrial knowledge, Teleca helps technology- and software-intensive customers worldwide to strengthen their market positions and shorten their times to market. The company has more than 3,000 employees and operations in 16 countries in Asia, Europe and North America. Teleca is quoted on the Attract40 list of the Stockholm Stock Exchange. www.teleca.com