English

Transcom Annual General Meeting of Shareholders

2009-05-26

Download (PDF).

Transcom WorldWide S.A., the global outsourced services company, today announced that the Company’s Annual General Meeting of Shareholders (AGM) and Extraordinary General Meeting of Shareholders (EGM) held today voted to support all of the proposed resolutions.

The AGM re-elected James Beers, Sandra Frimann-Clausen, Torun Litzén, Mia Brunell Livfors, Roel Louwhoff and William M. Walker as Directors of the Board and appointed Henning Boysen as a new Director of the Board. William M. Walker was re-elected as Chairman of the Board of Directors.

The AGM also resolved to:

-Carry forward the losses for the financial year ended 31 December 2008 in the amount of EUR 1,975,502;
-Re-elect Ernst & Young S.A. as auditors to the Company for a term ending at the 2010 AGM;
-Approve the fees for the members of the Board of Directors of Transcom for the period until the end of the 2010 AGM to be a total of EUR 359,500, in accordance with the proposal submitted in the AGM/EGM Convening Notice published on 8 May 2009 available on Transcom’s website;


Approve the following procedure of the Nomination Committee:

The work of preparing a proposal on the Directors of the Board of Directors of Transcom and auditor of Transcom, and their remuneration as well as the proposal on the Chairman of the 2010 AGM, shall be performed by a Nomination Committee. The Nomination Committee will be formed during October 2009 in consultation with the largest shareholders of Transcom as of 30 September 2009.

Approve the proposed Share Repurchase Plan authorising the Board of Directors of Transcom, with the option to delegate, to acquire and dispose of the Transcom's Class A voting shares and Class B non-voting shares. The maximum aggregate number of share authorised to be purchased is up to 3,662,631 Class A shares and 3,662,341 Class B shares, respectively, but such numbers being capped to 10% of the issued and outstanding share capital as of the date of the AGM.

For details of the decisions taken at the AGM, please refer to the AGM part of the AGM/EGM Convening Notice published on 8 May 2009 available on Transcom’s website.

The EGM following the AGM resolved to:

-Fix the nominal value of the shares in Transcom to EUR 0.43 per each Class A and Class B share and for that purpose, reduce the value of the share capital of Transcom by an amount of EUR 251,896.02, without the cancellation of any share and without any reimbursement to the shareholders of Transcom;
-Allocate the amount of EUR 251,896.02, resulting from the above share capital value decrease, to the foreign exchange reserve of Transcom;
-Renew the authorised share capital in the articles of association of Transcom for a period ending on 26 May 2014 with authorisation to the Board of Directors to cancel or limit the preferential subscription rights of the shareholders.


As a consequence, the second and the subsequent paragraphs of article 5 of the Articles of Association of Transcom shall read as follows:

’’The authorised share capital is set at three million ten thousand Euro (EUR 3,010,000) (which is in addition of the issued share capital) divided into an aggregate maximum amount of seven million (7,000,000) Class A voting shares and Class B non-voting shares, each with a nominal value of EUR 0.43 (forty-three cents)’’.

-Amend and restate the first paragraph of Article 17, the third paragraph of article 21 of the French version of the Articles of Association of Transcom and to add a new paragraph at the end of the articles of association of Transcom.
For details of the amendments of the articles, please refer to the EGM part of the AGM/EGM Convening Notice published on 8 May 2009 available on Transcom’s website.

At a statutory meeting of the Board of Directors following the AGM, the Board decided that the Audit Committee be comprised of James Beers, Sandra Frimann-Clausen and Torun Litzén, James Beers was re-elected Chairman of the Audit Committee. The Board also decided that the Remuneration Committee to be comprised of Mia Brunell Livfors, Henning Boysen and William M. Walker. William M. Walker was re-elected Chairman of the Remuneration Committee.

For further information please contact:

Transcom WorldWide S.A.
William M. Walker, Chairman of the Board    T: +352 27 755 075
Pablo Sanchez-Lozano, President & CEO T: +352 27 755 012
Alexandra Dahan, Investor & Press Relations  T: +46 (0)70 76 80 89
E: alexandra.dahan@transcom.com

About Transcom

Transcom WorldWide S.A. is a leading business process outsourcer specialising in Customer Relationship Management (CRM) and Credit Management Services (CMS). The company employs more than 20,000 staff across a global footprint spanning 29 markets: Austria, Belgium, Canada, Chile, Croatia, Czech Republic, Denmark, Estonia, France, Germany, Hungary, Italy, Latvia, Lithuania, Luxembourg, the Netherlands, Norway, the Philippines, Poland, Portugal, Romania, Serbia, Slovakia, Spain, Sweden, Switzerland, Tunisia, the UK and the USA.

The company provides specialist CRM and CMS solutions for global brands, including Fortune 1000 companies across a wide range of industry sectors including financial services, telecommunications, e-commerce, travel & tourism, retail, and utilities.  Transcom designs solutions that transform customer communication channels, including inbound communication; telemarketing and outbound; administrative tasks; credit management; web servicing; consultancy services; contract automation; legal services; and interpretation services.  The company’s solutions enhance customer loyalty by improving the client experience from a lower operating model using an offshore support model.

Transcom WorldWide S.A. class A and B shares are listed on the Nordic Exchange Mid Cap list under the symbols ‘TWW SDB A’ and ‘TWW SDB B’