The EGM resolved to:
- Appoint the Chairman of the EGM and elect the Secretary and the Scrutineer of the EGM.
- Approve a rights issue of the Euro equivalent of approximately SEK 500 million with preferential subscription rights for the shareholders of Transcom.
- Reduce the share capital of Transcom by an amount of EUR 28,392,987.591 to bring the current share capital of EUR 31,547,763.99 to EUR 3,154,776.399 represented by 36,684,903 Class A voting shares and 36,681,990 Class B non-voting shares by way of reduction of the nominal value of each share from EUR 0.43 to EUR 0.043, the total amount of the share capital reduction being allocated to a non distributable reserve (the "Share Capital Reduction").
- Confirm the existing authorised capital of the Company in the amount of EUR 3,010,000 (which is in addition of the issued share capital) to be, following the considered Share Capital Reduction, divided into an aggregate maximum amount of 70,000,000 Class A voting shares and Class B non-voting shares, each with a nominal value of EUR 0.043.
- After acknowledgment a special report presented by the board of directors of Transcom as required by article 31-3 (5) of the law dated 10 August 1915 on commercial companies as amended from time to time, to create an additional authorised share capital in addition to the issued share capital and the existing authorised share capital of Transcom (the "Additional Authorised Share Capital") set at EUR 55,040,000 divided into a maximum of 640,000,000 Class A voting shares and 640,000,000 Class B non-voting shares, each with a nominal value of EUR 0.043 and authorise and empower the board of directors of Transcom (i) to realise any increase of the issued share capital in the maximum amount of the Additional Authorised Share Capital within three (3) months as from the date of the notarial deed documenting the creation of the Additional Authorised Share Capital in one or several successive tranches by the issuance of new shares, against payment in cash, by way of transfer of distributable reserves to the share capital or in any other manner, (ii) to determine the place and date of the issue or the successive issues, the issue price, the terms and conditions of the subscription which shall comply with the preferential rights of the existing shareholders and payment of the new shares, (iii) to determine the subscription period which may be less than thirty (30) days as well as the terms for any trading and transfer of the subscription rights throughout the subscription period, (iv) to determine the terms for the trading and transfer of the unexercised subscription rights after the end of the subscription period, which may be sold by Transcom otherwise than on the Luxembourg Stock Exchange or, as the case may be, the termination of the unexercised subscription rights after the end of the subscription period and (v) to implement the present authorisation, conclude all agreements, carry out all formalities and make all declarations with regard to all authorities and institutions and, generally, do all that is necessary for the execution of any decisions made in connection with this authorisation.
- Amend article 5 of the articles of association of Transcom in order to reflect the above mentioned resolutions.
- Amend the terms of the preferred dividend right attached to the existing Class B non-voting shares in order to take into account the above mentioned reduction of the nominal value of the shares so that the holders of Class B non-voting shares be entitled to the greater of (i) five per cent (5 %) of the nominal value of the Class B non-voting shares in Transcom and (ii) two per cent (2%) of the overall dividend distributions made in a given year.
- Amend article 21, paragraph 2, of the articles of association of Transcom in order to reflect the above mentioned amendment of the terms of the preferred dividend right attached to the existing Class B non-voting shares.
- Increase the number of members of the board of directors of Transcom and appoint Stefan Charette as a director of Transcom with immediate effect and until the next annual general meeting to be held in 2012.
For details of the decisions taken at the EGM, please refer to the EGM Convening Notice published on 19 October 2011, which is available on Transcom’s website.
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For further information, please contact:
William Walker, Chairman of the Board +1 301 215 5533
Johan Eriksson, President and CEO +46 70 776 80 22
Aïssa Azzouzi, CFO +352 27 755 021
Stefan Pettersson, Head of Investor Relations +46 70 776 80 88