Notice of Extraordinary General Meeting in Teleca AB (publ)
The shareholders of Teleca AB (publ) are hereby invited to attend an extraordinary general meeting (EGM) at Telecas office, Dockplatsen 1, Malmö, on Wednesday 20 June 2007 at 5 p.m to resolve to implement the earlier announced redemption programme.
Right to participate
To have the right to participate, shareholders must: on Thursday 14 June 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 Thursday 14 June 2007 inform Teleca AB of their intention to attend the EGM.
In addition, any shareholder who wishes to participate in the EGM 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 Thursday 14 June 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. The Board of Directors’ proposal for a redemption procedure
8. Closing of the meeting
The Board of Directors’ proposal for a redemption procedure (point 7)
The Board of Directors proposes that the Extraordinary General Meeting resolve to implement an automatic redemption of shares, where each share is to be divided into two shares (share split 2:1), of which one share will be redeemed at SEK 9, whereby in total SEK 561,397,293 will be distributed to the shareholders. To make it possible to distribute funds in an easy and time-efficient way, the Board of Directors further proposes that a bonus issue is implemented by a transfer of SEK 56,139,729.30 from the Company’s non-restricted equity to the share capital. For these reasons, the Board of Directors proposes that the General Meeting decide in accordance with the following proposal.
(1) Change of Articles of Association to the effect that the permitted range of the number of shares be increased from a minimum of 27,780,000 and a maximum of 111,120,000 to a minimum of 32,500,000 and a maximum of 130,000,000 (Section 5, first paragraph).
(2) The Company’s shares are divided in a so called share split, so that each share is divided into two shares, of which one is to be named redemption share. The record date at VPC for implementation of the share split is set to July 12, 2007.
(3) The Company’s share capital is reduced by SEK 56,139,729.30 (the reduction amount) by way of redemption of 655,000 shares of Series A and 61,722,477 shares of Series B, each share with a quota value of SEK 0.90 (after share split). The shares to be redeemed are the shares which, after implementation of the share split in accordance with Section (2) above are named redemption shares. The record date for the right to receive redemption shares shall be the same date as the record date for implementation of the share split in accordance with Section (2) above, July 12, 2007
The purpose of the reduction of the share capital is repayment to the shareholders. For each redeemed share (irrespective of the series of shares) a redemption price of SEK 9 is to be paid in cash (i.e. SEK 8.10 per share in excess of the quota value). The total redemption amount then amounts to SEK 561,397,293.
(4) The Company’s share capital is increased by SEK 56,139,729.30 by way of a bonus issue from the non-restricted equity. No new shares are to be issued in connection with the increase of the share capital.
Resolutions adopted by the Extraordinary General Meeting pursuant to Sections (1) – (4) above are to be adopted as one single resolution. To be valid the General Meeting’s resolution must be supported by shareholders holding at least two thirds of both the votes casted and the shares represented at the Meeting. The same applies also within each series of shares represented at the Meeting.
The Board of Director’s further proposes that the Company’s CEO is authorized to make such minor adjustments of the resolutions pursuant to Sections (1) – (4) above that may be required in connection with the registration of the resolutions by the Swedish Companies Registration Office or VPC AB.
Documentation
The Board of Director’s proposal together with other documents will be available at the Company and at their home page, www.teleca.com, at the latest two weeks prior to the Meeting and will be sent on request to such shareholders who provide their address.
Malmö in May 2007
Teleca AB (publ)
Board of Directors