Announcement in connection with Annual General Meeting

Announcement in connection with Annual General Meeting in Telelogic AB (publ) on 29 March 2001 ·Appropriation of the company's loss In accordance with the board of director's and managing director's proposal, as recommended by the auditor, it was resolved that the loss for the financial year 2000 of SEK 70,828,781 is dealt with by settlement against profits brought forward with SEK 4,689,130 and by releasing from the share premium reserve an amount of SEK 66,139,651. No dividends are distributed to the shareholders for the financial year 2000. ·Fees for the board of directors It was resolved that a fee to the board of directors for the time until the next annual general meeting shall be paid in an amount of SEK 1,200,000 of which the chairman of the board shall receive SEK 500,000 and residual external board members SEK 100,000 each. ·Election of the board of directors Mr Lars Ahlman, Mr Kjell Duveblad, Mr Anders Lidbeck, Mr Mats Lönnqvist, Mr Kjell Spångberg and Mr Bo Wahlström were re-elected, and Mr Göran Lindahl, Mr Bo Dimert and Mr Joakim Westh were elected new ordinary members of the board for the time until the next annual general meeting. Mr Erik Fröberg, Mr Lars Spongberg and Mr Stefan Wigren have declined re- election. At the board meeting following the election, Mr Göran Lindahl was elected chairman of the board. ·Resolution regarding authorisation for the board of directors to issue shares and subordinated debentures with detachable warrants In accordance with the board of director's proposal, the meeting resolved to prolong the authorisation granted on the extraordinary general meeting on 8 January 2001 for the board of directors to, not later than at the next Annual General Meeting, resolve to issue a total number of 18,200,000 new shares in consideration for cash and/or in kind or set-off or otherwise with conditions, and thereby resolve to deviate from the shareholders' pre-emptive rights, as well as to resolve to raise loans in an amount not exceeding MSEK 1,000 by issuing convertible debt instruments or subordinated debentures with detachable warrants attached, which shall not entitle to conversion or subscription of more than 18,200,000 shares in total, in consideration for cash and/or in kind or set-off or otherwise with conditions, and thereby resolve to deviate from the shareholders' pre-emptive rights. The Board of Directors must not use the authorisation in a manner that results in the number of issued shares and the number of shares that can be subscribed for due to issued warrants and conversion of issued debt instruments to exceed 18,200,000 shares. The objective of the authorisation is to enable the board of directors to finance acquisitions by issuing new shares and in connection herewith restructure or replace existing share option plans in the acquired companies, as well as to acquire external capital in order to maintain and/or accelerate the continuing expansion of the Telelogic group of companies. ·Grant of options in accordance with the group's Global Share Option Plan It was noted that the extraordinary general meeting on 8 January 2001 adopted a resolution to adopt a Global Share Option Plan ("the Plan") to the benefit of present and future employees of the group based on call options entitling the employee to acquire shares in the company. Under the Plan, the exercise price of the options shall in all material respects correspond to the market value of the company's shares at the time of grant of the options. It is, however, possible to grant options with a lower exercise price in connection with corporate acquisitions in order to be able to replace existing share option plans in the acquired companies. The right to acquire shares pursuant to options may be exercised not sooner than one year and not later than four and a half years from the time the options were granted and provided the option holder is still employed in the group at the time of exercise. In accordance with the terms of the Plan, the meeting resolved to grant not more than 4,100,000 call options whereby senior managers and key employees of the group may each be granted not more than 100,000 options and residual employees not more than 25,000 options each. The board of directors shall, in connection with recruitment of employees with special skills, be able to decide on a larger allotment of options than stated above, in this respect the board of directors must not allot more than 100,000 options to such person. At the allotment of options, the employee's performance and position within and importance for the group shall, inter alia, be taken into consideration. Furthermore, local adjustments may be made in order to meet certain regulations or market conditions in each country. The meeting further resolved to grant newly elected board members in the company not more than 100,000 options each in accordance with the Plan. Options shall otherwise not be granted to board members. The meeting resolved to approve the on-selling of shares in connection with exercise of the call options. In the event all options are exercised, employees and new board members elected at the General Meeting will acquire shares in the company in an amount corresponding to a dilution of approximately 2.9 per cent. In consideration of previously adopted option plans to the employees, the total dilution amounts to approximately 11.9 per cent and to 8.5 per cent in consideration of option plans with exercise not later than 31 December 2001. ·Authorisation for the Board of Directors to issue subordinated debentures with detachable warrants The meeting resolved to authorise the board of directors to, not later than at the next annual general meeting, notwithstanding the shareholders' pre-emptive rights, at one or more occasions, resolve to issue subordinated debentures with not more than 4,100,000 detachable warrants attached which each shall entitle the holder to subscribe for one share in the company. Entitlement to subscribe for debentures shall, with deviation from the shareholders' pre-emptive rights, rest with wholly owned subsidiaries in the group. In the event the authorisation is utilised in full and all 4,100,000 warrants are exercised for subscription of shares, the share capital of the company will increase by SEK 41,000. The reason for the deviation from the pre-emptive rights of the shareholders is to guarantee the fulfilment of the obligation to grant options in accordance with the share option plan described above and to cover administrative costs, social security costs and equivalent foreign taxes which may be incurred due to the plan. ·Resolution regarding issue of subordinated debentures with detachable warrants In accordance with the proposal by the board of directors, it was resolved to raise a subordinated loan in an amount not exceeding SEK 40 through the issue of not more than 4,000 debentures, each with a nominal value of SEK 0.01 (Series I). The issue shall be governed by the following terms and conditions: ·The debentures shall carry an annual rate of interest of 5.00 percent and mature on 31 August 2001 or upon demand. ·Each debenture shall have 100 detachable warrants attached, each entitling the holder, during the last five banking days of the first month in each quarter commencing in July 2003 up to and including October 2005, to subscribe for one new share in Telelogic AB with a nominal value of SEK 0.01, at a subscription price corresponding to the average quotation of the company's shares during the period commencing on 17 May 2001 up to and including 31 May 2001. The subscription price thus calculated shall be rounded off to the nearest whole krona, whereupon 50 öre shall be rounded off downwards. ·Subscription for debentures shall take place not later than 31 July 2001 and payment shall be made in cash upon subscription in an amount of SEK 0,01 per debenture with attached warrant. ·Notwithstanding the shareholders' pre-emptive rights, the party entitled to subscribe shall be Telelogic Options AB. ·The debentures and warrants shall in all other respects be governed by the terms and conditions proposed by the board of directors, which terms and conditions have been made available to the shareholders prior to the meeting. ·The subscription price upon exercise of warrants and the number of shares to which each warrant provides an entitlement to subscribe may be adjusted in accordance with the terms and conditions for warrants. In accordance with the proposal by the Board of Directors, it was resolved to raise a subordinated loan in an amount not exceeding SEK 50 through the issue of not more than 5,000 debentures, each with a nominal value of SEK 0.01 (Series II). The issue shall be governed by the following terms and conditions: ·The debentures shall carry an annual rate of interest of 5.00 percent and mature on 31 August 2001 or upon demand. ·Each debenture shall have 100 detachable warrants attached, each entitling the holder, during the last five banking days of the first months in each quarter commencing in January 2004 up to and including April 2006, to subscribe for one new share in Telelogic AB with a nominal value of SEK 0,01 at a subscription price corresponding to the average quotation of the company's shares during the period commencing on 19 November 2001 up to and including 30 November 2001. The subscription price thus calculated shall be rounded off to the nearest whole krona, whereupon 50 öre shall be rounded off downwards. ·Subscription for debentures shall take place not later than 31 January 2002 and payment shall be made in cash upon subscription in an amount of SEK 0.01 per debenture with attached warrant. ·Notwithstanding the shareholders' pre-emptive rights, the party entitled to subscribe shall be Telelogic Options AB. ·The debentures and warrants shall in other respects be governed by the terms and proposed by the board of directors, which terms and conditions have been made available to the shareholders prior to the meeting. ·The subscription price upon exercise of warrants and the number of shares to which each warrant provides an entitlement to subscribe may be adjusted in accordance with the terms and conditions for warrants. It was noted that the following terms shall apply in respect of the on- selling of warrants (Series I and II): The right to subscribe for debentures shall inure to the wholly owned subsidiary Telelogic Options AB, which shall detach and transfer the warrants without consideration to current and future employees of the Swedish group-companies, whereby senior managers and key employees of the group each may be granted not more than 100,000 warrants and residual employees not more than 25,000 warrants each. The board of directors shall, in connection with recruitment of employees with special skills, be able to decide on a larger allotment of warrants than stated above, in this respect the board of directors must not allot more than 100,000 warrants to such person. At the allotment of warrants, the employee's performance and position within and importance for the group shall be taken into consideration. Furthermore, local adjustments may be made in order to meet certain regulations or market conditions in each country. The meeting further resolves to grant not more than 100,000 options each to newly elected board members in the company. It was resolved to approve the above stated principles for the transfer of warrants in accordance with the Act (SFS 1987:464) on Directed Placements in Stock Market Companies etc. In the event all warrants are exercised, the share capital of the company will increase by SEK 9,000, corresponding to a dilution of 0.7 per cent. In consideration of previously adopted option plans to the employees and with full use of the authorisation in accordance with item 13 above, the total dilution amounts to approximately 12.4 per cent and to 9.0 per cent in consideration of option plans with exercise not later than 31 December 2001. Malmö on 29 March 2001 The Board of Directors About Telelogic Telelogic is a leading global supplier of solutions for advanced software and systems development. By providing integrated best-of-breed products and professional services for the end-to-end software development lifecycle, Telelogic enables organizations to improve quality and predictability, while reducing time-to-market and overall costs. Built on an open architecture that ensures interoperability with many top tier technology solutions, Telelogic's products are based on international standardized languages and notations. Telelogic participates in 3GPP, Bluetooth SIG and OMG to monitor and help create future communication technologies and visual software development languages. Named by Forbes Magazine as one of the 300 Best Small Companies in the world, Telelogic is a public and rapidly growing company headquarted in Malmö, Sweden. According to the VDC 2000 report Telelogic is the leading solution supplier in the embedded market and Telelogic DOORS has been named the market leader for requirements management in the Standish Group's 2000 report. Customers include Airbus, Alcatel, Bank of America, BMW, Boeing, British Telecom, Cisco, DaimlerChrysler, Deutsche Bank, Ericsson, Lockheed Martin, Lucent Technologies, Motorola, NEC, Nokia, Philips and Siemens. Telelogic's worldwide presence includes offices in Asia, Australia, Europe and North America. For more information about Telelogic and how it can benefit your development efforts, visit the website at www.telelogic.com. ------------------------------------------------------------ This information was brought to you by BIT http://www.bit.se The following files are available for download: http://www.bit.se/bitonline/2001/03/29/20010329BIT00110/bit0001.doc http://www.bit.se/bitonline/2001/03/29/20010329BIT00110/bit0001.pdf