Notice of Annual General Meeting in Teleca AB (publ)

The shareholders of Teleca AB (publ) are hereby invited to attend the annual general meeting (AGM) at Börshuset, Skeppsbron 2, Malmö, on Tuesday 24 April 2007 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 Wednesday 18 April 2007 be registered in the register of Teleca AB shareholders held by VPC AB (Swedish central securities depository); and at the latest by 4 p.m. on Wednesday 18 April 2007 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 Wednesday 18 April 2007 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), att: Annika Ternström, Dockplatsen 1, 211 19 Malmö
Telephone: +46 40 25 30 04
Facsimile: +46 40 12 93 15
E-mail: annika.ternstrom@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’ and auditors fees
13. Setting of the number of board members, deputy board members and the number of auditors and deputy auditors
14. Election of the board of directors
15. Election of auditors
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 item 16 deemed necessary in connection with registration
18. Resolution as to principles for remuneration of executive management
19. Appointment of the nomination committee
20. 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), Magnus Högström (Adelphi Capital), 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, Johan Vunderink and Anders Torstensson, and new election of Tomas Isaksson.
Chairman of the board: re-election of Dan Olofsson
Directors’ fees: SEK 700,000, of which SEK 100,000 is to be allocated to each board member.

Tomas Isaksson, 52 years old, has many years of experience of working in the telecom sector. He has among other things previously had roles as CEO Ericsson Radio Systems Inc, CEO Europolitan Holdings AB, CEO Vodafone Americas Region and CEO Vodafone Netherlands. He is currently Chairman of the Board in Venturi Wireless and a member of the Board of directors in Cornice and AmpTech.

Auditors (items 12, 13 och 15)
The company has been informed that the following proposal will be raised:

Auditor: authorized public accountant Peter Gustafsson (Deloitte)
Deputy auditor: authorized public accountant Per-Arne Pettersson (Deloitte)
Auditor fees: against approved account


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.

Resolution as to principles for remuneration of executive management (item 18)
The board of director's proposal on guidelines for remuneration of executive management entails the following major items. Executive management consists of the CEO of Teleca AB and the executives in the corporate management team. The guidelines will apply to employment contracts signed after the board of director's proposal on guidelines for remuneration of executive management has been approved by the decision of the AGM. This also applies to such cases where changes are made to employment contracts after the decision of the AGM.

Teleca AB shall offer competitive remuneration and other employment terms in order to recruit and retain an executive management with high competence. The remuneration to executive management shall consist of fixed salary, possible variable salary, pension and other benefits.

The fixed salary, take into account the individuals areas of responsibility and experience. Reviews should be conducted every year.

The variable salary should be dependent on the individual’s completion of quantitative and qualitative targets. The variable salary shall not exceed 45 per cent of the fixed salary.

Pensions shall be fee-based. The retirement age shall be 65. The pensions shall correspond to what can be considered feasible on the market in which the relevant member of the executive management is active. The CEO can cancel his employment contract with a six months term of notice. Upon cancellation of the CEOs employment contract by the Company, a 12 months term of notice applies. For other members of the executive management a six months mutual term of notice applies.

The executive management may be awarded other customary benefits, such as company car and company healthcare etc.

The board may derogate from the above guidelines where there in an individual case are special reasons for doing so.

Appointment of the nomination committee (item 19)
Shareholder Danir AB has proposed that the AGM assign the chairman of the board, based on share ownership at the end of September 2007, 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 2008 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 2007

Board of directors of Teleca AB (publ)