Extraordinary General Meeting
Extraordinary General Meeting
is given to the shareholders of the Company that in consideration of the quorum required by the law of 10 August 1915 on commercial companies, as amended (the Law) and the articles of association of the Company (the Articles) not having been reached at the Extraordinary General Meeting of the shareholders of the Company held on 31 May 2005 to consider and vote on the below agenda items, a subsequent Extraordinary General Meeting of the shareholders of the Company (the Meeting) will be held on 6 July 2005 at 3.00 p.m. before Maître Paul Decker, notary, at the registered office of the Company, i.e. at 75, route de Longwy in L-8080 Bertrange (Grand Duchy of Luxembourg) with the following agenda:
1 Adaptation of the number of shares to be issued under the authorised share capital and consequential amendment of article 5 second paragraph so as to read: "The authorised share capital of the Company is set at six hundred fifty-two million seven hundred ninety-three thousand four hundred Euros (EUR 652,793,400) divided into eight hundred million (800,000,000) Class A voting shares and seven hundred and fifty million (750,000,000) Class B non-voting shares, each without par value."
2 Renewal of the authorisation granted to the Board of Directors of the Company to issue shares under the authorised share capital for a new period of 5 years and presentation by the Board of Directors of the special report provided for by article 32 – 3 (5) of the law of 10 August 1915 on commercial companies, as amended.
3 Amendment of the first sentence of article 21 paragraph 3 of the articles of association of the Company so as to grant the following dividend rights to the holders of Class B shares (by replacing the first sentence by the following language): "The holders of Class B shares shall be entitled to the greater of (i) a cumulative preferred dividend corresponding to 0.5% of the accounting par value of the Class B shares in the Company and (ii) 2% of the overall dividend distributions made in a given year."
4 Amendment of article 22 third paragraph of the articles of association of the Company, so as to explicitly provide for preferential reimbursement rights in the case of a liquidation to the holders of Class B shares, as required for by article 44 paragraph 1 of the law on commercial companies, by adding the following language to article 22 third paragraph: "The Class B shares shall have preferential rights to the reimbursement of their contribution."
In respect of the above agenda and in accordance with the Law and the Articles, the Meeting shall validly deliberate regardless of the proportion of the capital of the Company present or represented and the resolution(s) shall be taken by a two third majority of all the shares present or represented.
In respect of items 1 to 4 of the agenda, the holders of Class B shares may also attend and vote.
The resolution must be taken by a two third majority of all the Class A shares present and represented at the Meeting, as well as by a two third majority of all the Class B shares present or represented.
Participation in the Meeting is reserved for shareholders who file their intention to attend the Meeting by mail and/or return a duly completed proxy form to the following address: Transcom WorldWide S.A., c/o Modern Treuhand, 11, boulevard Royal, B.P. 2599, L-1025 Luxembourg, Tel: + 352 - 27 751 350, Fax: + 352 - 27 751 312, not later than Monday, 4 July 2005, 5:00 p.m. Proxy forms for the Meeting are available from the same address.
Holders of Swedish Depository Receipts wishing to attend the Meeting or be represented at the Meeting via proxy must request a power of attorney from Fischer Partners Fondkommission AB, P.O. Box 16027, SE-103-21 Stockholm, Sweden, Tel : +46 - 8 463 85 00 and send it duly completed to the following address: Transcom WorldWide S.A., c/o Modern Treuhand, 11, boulevard Royal, B.P. 2599, L-1025 Luxembourg, Tel: + 352 - 27 751 350, Fax: + 352 - 27 751 312, not later than Monday, 4 July 5.00 p.m. Those holders of Swedish Depository Receipts having registered their Swedish Depository Receipts in the name of a nominee must temporarily register the Swedish Depository Receipts in their own name in the records maintained by VPC AB in order to exercise their shareholders' rights at the Meeting. Such registration must be completed not later than Thursday, 23 June 2005.
Luxembourg, June 15, 2005
The Board of Directors
For further information please contact:
Keith Russell, President and CEO +352 27 755 000
Alex Dee, Investor & Media Enquiries +44 20 7321 5010
Transcom WorldWide is a rapidly expanding Customer Relationship Management (CRM) solution provider, with 42 service centres employing more than 10,700 people delivering services to 24 countries - Luxembourg, Sweden, France, Denmark, Germany, Finland, Italy, Switzerland, Belgium, Hungary, Norway, the Netherlands, Spain, Austria, Morocco, Poland, Portugal, Estonia, Latvia, Lithuania, Serbia, the UK, the Czech Republic and the Slovak Republic.
The company provides CRM solutions for companies in a wide range of industry sectors, including telecommunications and e-commerce, travel & tourism, retail, financial services and utilities. Transcom offers clients a broad array of relationship management services, including inbound communication; telemarketing and outbound; Administrative Tasks; Web servicing; CRM Consultancy Service; Contract Automation; Credit Management Service; and Legal Services. Client programs are tailor-made and range from single applications to complex programs, which are offered on a country-specific or international basis in up to 39 languages.
Transcom WorldWide S.A. ‘A’ and ‘B’ shares are listed on the Stockholmsbörsen O-List under the symbols TWWA and TWWB.
This information was brought to you by Waymaker http://www.waymaker.net
The following files are available for download: