Notice of Annual General Meeting in Teleca AB (publ)

Notice of Annual General Meeting in Teleca AB (publ)

The shareholders of Teleca AB (publ) are hereby invited to attend the annual
general meeting at Hotel Hilton, Triangeln 2, Malmö, on Tuesday 22 April 2008 at
4 p.m. From 3 p.m. a light meal will be served.

Right to participate
To have the right to participate in the general meeting, shareholders must no
later than on Wednesday 16 April 2008 be recorded as a shareholder in the
shareholders' register maintained by VPC AB (the Swedish Central Securities
Depository), and no later than 4 p.m. on Wednesday 16 April 2008 inform the
company of their intention to participate in the general meeting.   

Shareholders who wish to participate in the general meeting and whose shares are
registered in the name of a nominee must arrange for the shares to be
temporarily re-registered in their own name at VPC. Such registration must be
made no later than on Wednesday 16 April 2008, and such shareholders are
therefore advised to inform their nominees in due time before this date. 

Notice of participation
Notice of participation in the general meeting is made in writing to Teleca AB
(publ), att: Eva Borgström, Dockplatsen 12, SE-211 19, Malmö, Sweden, by
telephone +46 40 - 25 30 04, by fax +46 40 - 25 30 01 or by e-mail to
eva.borgstrom@teleca.com. The notification shall include name, civic
registration number or corporate registration number, the number of shares held,
daytime telephone number and, where applicable, the number of any accompanying
assistants (maximum two) at the general meeting. If a shareholder intends to be
represented by a proxy, the power of attorney as well as other authorisation
documents should be included in the notification. A proxy form is held available
upon request.  

Proposed agenda
1.	Opening of the meeting
2.	Election of the chairman of the meeting
3.	Preparation and approval of the voting list
4.	Approval of the agenda
5.	Election of persons to verify the minutes
6.	Establishing 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.	Resolution on adoption of the income statement and balance sheet and the
consolidated income statement and consolidated balance sheet
10.	Resolution on dispositions of the company's profit pursuant to the adopted
balance sheet
11.	Resolution on discharge from liability for the board members and the
managing director
12.	Determination of fees for the board of directors
13.	Establishing the number of board members and deputy board members 
14.	Election of the board of directors and the chairman of the board of
directors
15.	The board of directors' proposal on authorisations for the board of
directors to resolve on new issues
16.	Authorisation for the chairman of the board of directors to make the formal
adjustments of the resolutions under item 15 that may be necessary upon
registration 
17.	The board of directors' proposal on principles for remuneration to the
executive management
18.	Appointment of the nomination committee
19.	Closing of the meeting


Dividend (item 10)
The board of directors has proposed that no dividend shall be paid.

Board of directors etc. (items 12, 13 and 14)
The nomination committee's proposal regarding board of directors etc will be
presented in a separate press release before the general meeting.

The board of directors' proposal on authorisation for the board of directors to
resolve on a new issue (item 15)
The board of directors proposes the general meeting to authorise the board of
directors to, for the time until the next annual general meeting, resolve on a
new issue of shares of series B. The number of shares shall correspond to
6,000,000 divided by the issue price. The issue price shall correspond to the
volume weighted average price of Teleca's B-share on OMX Nordic Exchange
Stockholm, during the ten trading days immediately preceding the day on which
the board of directors' resolves to issue the shares. Payment for the subscribed
shares shall be made by set-off against the remuneration attributable to
Symphony Technology Group LLC (“Symphony”) for the underwriting guarantee issued
by Symphony in connection with the currently ongoing new issue. Accordingly, the
board of directors shall be entitled to resolve on deviation from the
shareholders' preferential rights as well as on provisions in accordance with
Chapter 13 Section 5 Paragraph 1 Item 6 of the Swedish Companies Act (set-off).
The board of directors further proposes the general meeting to authorise the
board of directors to, for the time until the next annual general meeting and on
one or several occasions, resolve on one or more new issues of not more than a
total of 3,600,000 shares of series B. The board of directors shall thereby be
entitled to resolve on deviation from the shareholders' preferential rights as
well as on provisions in accordance with Chapter 13 Section 5 Paragraph 1 Item 6
of the Swedish Companies Act (in kind, set-off or other provisions). The issue
price for the new shares shall be established based upon the market price of the
share at the time of each issue, respectively. The purpose of the authorisation
is to enable financing of acquisitions. 

Under the assumption that the ongoing new issue will be fully subscribed and
that the first of the above authorizations will result in the issue of 500,000
new shares series B, full utilization of the second authorization will result in
a dilution of approximately 4.5 per cent of the capital and approximately 4.1
per cent of the votes. 

The board of directors' proposal on principles for remuneration to the executive
management (item 17)
The board of directors proposes that the annual general meeting resolves on the
following principles for remuneration to the executive management. Executive
management consists of the managing director and other persons in the company's
management team. The principles shall apply to employment agreements entered
into following the general meeting's resolution on the principles as well as in
the event that changes are made in existing conditions following the general
meeting's resolution.

Teleca AB shall offer a competitive total remuneration in order to recruit and
retain an executive management with high competence. The remuneration to the
executive management shall consist of fixed salary, possible variable salary,
pension and other benefits.
The fixed salary shall take into account the individual's areas of
responsibility and experience. Reviews should be conducted every year. 
The variable salary shall 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.
Pension benefits shall be fee-based. The pensions shall be marketable in
relation to the conditions for corresponding executives on the market.    
The employment agreement with the managing director may be terminated by the
employee with a six months term of notice and by the company with a twelve
months term of notice. For other persons in the executive management, a three to
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 of directors may deviate from the above guidelines, should the board
of directors in an individual case consider it motivated for special reasons.

Nomination committee (item 18)
The shareholder Symphony Technology Group has proposed that the general meeting
assigns the chairman of the board of directors to, based on the share ownership
at the end of September 2008, convene a nomination committee composed by the
chairman of the board of directors 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 a new board of
directors to be elected at the annual general meeting 2009 as well as the fees
to the board of directors.    
The nomination committee shall remain until the next nomination committee has
been appointed. Should a member of the nomination committee cease to represent
one of the largest shareholders in the company or resign, the nomination
committee shall be entitled to replace such member with another representative
of the largest shareholders. 

Documentation etc.
The annual report and audit report as well as other documentation on which
resolutions are to be based, will be made available at the company and at its
homepage www.teleca.com, no later than two weeks prior to the general meeting
and will be sent by mail to shareholders who so request and state their postal
address.  

In Teleca AB there are in total 62,377,477 shares, whereof 655,000 shares of
series A and 61,722,477 shares of series B. These shares carry in total
68,272,477 votes.

Malmö, March 2008

The Board of Directors of Teleca AB (publ)


Teleca is a world-leading supplier of software services to major players of the
mobile device industry. The company offers tailored solutions, systems design
and the integration of software and hardware for mobile phones. Teleca has about
2,000 employees in 11 countries in Asia, Europe and North America and is quoted
on the small cap list of the Nordic Exchange.