Teleca´s General Meeting approves merger with AU-System

This press release may not be distributed or released publicly in the US, Australia, Japan or Canada. The offer is not being made to persons whose participation requires an additional prospectus, registration or other measures than those required by Swedish law. Teleca's General Meeting approves merger with AU-System Shareholders at today's Teleca General Meeting were unanimous in their decision to grant the approvals necessary for the company to finalize its bid for AU-System. The decisions relate primarily to authorizing the Board to make decisions, waiving the preferential rights of shareholders, to effect a new issue of Series B shares in Teleca and an issue of debentures linked to warrants entitling holders to subscribe for new shares. The Board of AU-System has previously recommended that the company's shareholders accept the Teleca offer. As announced earlier, the acceptance period for AU-System's shareholders extends from January 3 to January 24, 2002. The Special General Meeting in Malmö on Friday voted in accordance with the Board's proposal in regard to the Teleca offer to holders of shares in, and warrants issued by, AU-System, to authorize the Board during the period up to the next Annual General Meeting to decide on the implementation of a new issue of a maximum of 24,000,000 new series B shares. The Board will thus have the right to make decisions in regard to waiving the preferential rights of shareholders and in regard to the provisions stated in Chapter 4 §6 of the Swedish Companies Act. to authorize the Board during the period up to the next Annual General Meeting to make decisions, on one or several occasions, to issue debentures linked to a maximum total of 1,800,000 warrants entitling holders to subscribe for new series B shares in the company. The Board will thus have the right to make decisions in regard to waiving the preferential rights of shareholders and in regard to the provisions stated in Chapter 5 §5 of the Swedish Companies Act. The General Meeting also approved a personnel options program for certain employees within AU-System and for an issue of debentures linked to warrants entitling holders to subscribe for the new shares issued as a result of the personnel options program. The options program will be based on a maximum amount 209,300 options. Each option entitles the holder to purchase one series B share in Teleca at a price of SEK 158. The options shall not constitute a security and cannot be transferred to a third party. The decision of the General Meeting is contingent upon the above-named offer to holders of shares in, and warrants issued by, AU-System, being completed. Malmö, January 18, 2002 Teleca AB (publ) For further information, please contact: * Nick Stammers, President, Teleca AB, telephone. +44 7768 32 35 35 * Lennart Ekelund, CFO, Teleca AB, telephone: +46 703 79 22 16 Facts about Teleca: Teleca is a leading supplier of software engineering services for advanced systems, electronic equipment and applications. Our business concept is to strengthen our customer's market position and time-to- market. This is achieved by providing professional teams with specialist technical expertise, working in partnership with development-intensive companies worldwide. Teleca is listed on the Attract 40 list of the Stockholm Exchange. We have more than 1,200 employees and development offices throughout Europe (www.teleca.com). Facts about the new corporate group: Subject to the above-named offer to holders of shares in, and warrants issued by, AU-System, being completed, the transaction will result in the creation of one of Europe's leading consulting companies in the technology and research fields, with strong positions in the Nordic countries, the UK and France. Teleca and AU-System complement each other well in regard to consulting services, customer base and geographical coverage. ------------------------------------------------------------ This information was brought to you by Waymaker http://www.waymaker.net The following files are available for download: http://www.waymaker.net/bitonline/2002/01/18/20020118BIT00670/bit0003.DOC http://www.waymaker.net/bitonline/2002/01/18/20020118BIT00670/bit0003.pdf