Notice of Extraordinary General Meeting in Telelogic AB (publ)
MALMÖ, Sweden– March 31, 2008 – The shareholders in Telelogic AB (publ) are summoned to the Extraordinary General Meeting to be held on Tuesday, 15 April 2008 at 10 a.m. CET in the offices of Mannheimer Swartling Advokatbyrå, Södergatan 22, Malmö, Sweden.
Notice of participation etc.
Shareholders who wish to participate in the general meeting must be recorded in the register of shareholders kept by VPC AB on Wednesday, 9 April 2008; and notify the company of their intention to participate no later than 4 p.m. CET on Wednesday, 9 April 2008.
Notice of participation shall be made in writing to Telelogic AB (publ), Jenny Bothén, P.O. Box 4128, SE-203 12 Malmö, Sweden, by fax +46 40 650 65 55 or via email to jenny.bothen@telelogic.com. The notice shall include name, personal/corporate identity number, address, telephone number, the number of shares held and, if applicable, the number of assistants (not more than two) that will accompany the shareholder at the general meeting. Shareholders who intend to be represented by proxy should submit a power of attorney and other authorization documents in connection with the notice of participation. Proxy forms are available on request.
Shareholders whose shares are registered in the name of a nominee must temporarily register the shares in their own names in order to be entitled to participate in the general meeting. Such registration must be effected no later than on Wednesday, 9 April 2008, and the shareholders must therefore inform the nominee well before this date.
The number of shares and votes in Telelogic amounts to 247,635,960.
Proposed agenda
1. Opening of the meeting
2. Election of chairman of the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to verify the minutes
6. Determination of whether the meeting has been duly convened
7. Determination of the number of board members and deputy board members
8. Election of board of directors and chairman of the board
9. Annulment of the Annual General Meeting’s resolution regarding nomination committee
10. Closing of the meeting
Board of directors (items 7 and 8)
The shareholder Watchtower AB, which following completion of its public offer for Telelogic controls more than 90 per cent of the shares in Telelogic, proposes that the board of directors be composed by three ordinary board members with no deputy board members, that Johan Ekesiöö, Björn Kjernsvik and Einar Uboe be elected new board members and that Einar Uboe be elected chairman of the board. Watchtower is an indirectly wholly-owned subsidiary within the IBM group.
Information regarding the proposed new board members:
Einar Uboe is Corporate Development Executive for IBM in Europe, the Middle East and Africa. Einar is a member of the board of directors of Watchtower AB and Solid Information Technology Oy.
Johan Ekesiöö is, since January 2003, Chief Executive Officer of IBM Svenska AB. Johan is a member of the board of directors of IBM Svenska AB, IBM Nordic AB (parent company of the Swedish company), Watchtower AB, Kista Science City Företagsgrupp (chairman) the Electrum Foundation, EDB Gruppen, American Chamber of Commerce and Almega/IT-företagen.
Björn Kjersvik is Chief Financial Officer in IBM Svenska AB. Björn is a member of the board of directors of Watchtower AB and IBM Global Financing AB.
Annulment of the Annual General Meeting’s resolution regarding nomination committee (item 9)
In light of Telelogic’s new shareholder structure, and the forthcoming delisting of Telelogic from OMX Nordic Exchange Stockholm, Watchtower proposes that the resolution regarding nomination committee adopted by the Annual General Meeting 2007 be annulled.
Malmö, March 2008
The board of directors of Telelogic AB (publ)