Convening notice is hereby given to the shareholders of the Company to attend the extraordinary general meeting of shareholders of the Company (the "EGM") that will be held on
1. Election of the bureau of the EGM (the Bureau). 2. Acknowledgement of the merger plan adopted by the board of directors of the Company and
ELECTION of THE bureau of the EGM (EGM item 1)
According to the articles of association of the Company, Mr
It is further proposed that the Chairman of the EGM be empowered to elect the secretary and the scrutineer, forming the
ACKNOWLEDGEMENT OF THE MERGER PLAN (EGM item 2)
The board of directors of the Company has identified advantages of changing the registered seat of the Company from Luxembourg to
In accordance with section 36 and 49, Chapter 23 of the Swedish Companies Act (2005:551), and in accordance with article 259 and 274 of the Luxembourg Company Law,
Therefore, the Merger Plan established pursuant to article 261 of the Luxembourg Company Law and sections 37-39, Chapter 23 of the Swedish Companies Act (2005:551), was adopted by the board of directors of the Company and
The Merger Plan is also available on the Company's website as indicated below.
ACKNOWLEDGEMENT OF THE AUDITORS’ REPORTS (EGM item 3)
The independent auditor of the Company prepared a report, in accordance with article 266 of the Luxembourg Company Law and the auditors of
ACKNOWLEGDMENT OF THE DATE OF EFFECTIVENESS OF THE MERGER (EGM item 4)
According to the Merger Plan, the date of effectiveness of the Merger shall be on the date of the final registration of the Merger with the SCRO, which is estimated to occur during the fourth quarter 2014. The exact date of the final registration of the Merger will be made public once such information is available.
The Company shall, until the Merger Plan has been finally registered, continue to book business transactions involving the Company in its accounting books. As from the final registration of the Merger, all transactions will be booked in the accounting books of
ACKNOWLEDGMENT of the fact THAT, AS A RESULT OF THE MERGER, THE COMPANY WILL CEASE TO EXIST BY DISSOLUTION WITHOUT LIQUIDATION (EGM item 5)
In accordance with article 259 of the Luxembourg Company Law and section 36 and 49, Chapter 23 of the Swedish Companies Act (2005:551), the Company will cease to exist by dissolution without liquidation as a result of the Merger.
Approval of the Merger (EGM item 6)
It is proposed that the EGM approves the Merger Plan and Merger as set out therein in accordance with article 263 of the Luxembourg Company Law (which will include also an approval of the intention to execute a reverse split 50:1 of the Ordinary Shares of
GRANTING OF FULL DISCHARGE TO THE DIRECTORS OF THE COMPANY (EGM item 7)
It is proposed that the EGM grants full discharge to the directors of the Company for the accomplishment of their task as directors from 1January 2014 to the date of effectiveness of the Merger.
QUORUM AND MAJORITY
The share capital of the Company is divided in an aggregate number of shares of 1,245,532,733 composed of 622,767,823 Class A voting shares ("Class A Ordinary Shares") and 622,764,910 Class B non-voting shares (Class B Preference Shares"). The Company holds 7,694 Class A Ordinary Shares and 88,836 Class B Preference Shares in treasury (the "Treasury Shares").
Each Class A Ordinary Share is entitled to one vote. Considering the items on the agenda of the EGM and in accordance with the law dated
Therefore, with respect to the resolutions to be voted upon except for item 7, there is a total of voting rights of 1,245,436,203 composed of 622,760,129 voting rights attached to the Class A Ordinary Shares and 622,676,074 voting rights attached to the Class B Preference Shares. For the resolution to be voted upon under item 7, there is a total of voting rights of 622, 760,129 attached to the Class A Ordinary Shares (the Class B Preference Shares having no voting right in this respect).
The EGM (except for item 7 of the agenda) will validly deliberate on the resolutions on its agenda only if at least 50% of the issued share capital is present or represented (the "Quorum"). If the Quorum is not reached at the first meeting, the Board of Directors will convene a second EGM with exactly the same agenda with a prior notice of at least 17 days. No quorum will be required at such second EGM. At both meetings, the resolutions will only be validly adopted if approved by at least 2/3rds of the votes cast at the EGM except for item 7 of the agenda which shall be adopted at the simple majority of the votes cast. In addition, the same condition of quorum and majority shall be met in each class of shares taken separately (except for item 7 of the agenda).
1. Right to propose new items to the agenda and to file draft resolutions
One or several shareholders or holders of SDRs representing, individually or collectively, at least 5 % of the share capital of the Company may require that some additional items be put on the agenda of the general meeting and propose draft resolutions with regards to items included or to be included in the agenda of the general meeting.
These rights shall be exercised in writing and shall be submitted to the Company's legal advisors by mail at the following address:
The shareholders or holders of SDRs who send a request to the Company to add an item to the agenda must send together with their request a justification thereof or a draft of the resolution to be adopted at the EGM. They must indicate the mail or e-mail address where the acknowledgment of receipt of their request may be sent to by the Company within forty-eight hours upon receipt of their request.
2. Right to have access to the documents and information related to the EGM
The following documents and information related to the EGM are available to the shareholders at the above mentioned address of the Company and on the Company's website, www.transcom.com/egm2014:
- this convening notice,
- the proxy form,
- the notification form,
- the draft resolutions of the EGM,
- the annual accounts including the management reports of the Company and Transcom WW AB for the last three financial years, if applicable,
- an accounting statement of the Company and
- the Merger Plan including the Boards Report,
- the Auditors’ Reports, and
- at the latest two weeks prior to the EGM, the merger document, which includes information equal to the information of a prospectus according to the Prospectus Regulation (EC) 809/2004, prepared in accordance with Chapter 2b of the Swedish Financial Instruments Trading Act (1991:980).
The shareholders and holders of SDRs may also receive a copy of the above mentioned documents by sending a request by mail at the above mentioned address of the Company, or by e-mail at the above mentioned e -mail address of the Company.
3. Right to participate to the EGM in person or represented by way of a power of attorney
3.1. Direct Shareholders
Participation at the EGM is reserved to shareholders who are duly registered as holder of shares in the share register of the Company as of
Shareholders may be represented at the EGM by signing and sending by mail or e-mail (with the original to follow by post) to the above mentioned address a duly completed and signed power of attorney so that it shall be received by the Company no later than on
3.2. Holders of SDRs
Participation at the EGM is reserved to holders of SDRs who are duly registered as holder of SDRs in the records maintained by Euroclear Sweden AB as of the Record Date and notify their intention to attend the EGM to
Those holders of SDRs having registered their SDRs in the name of a nominee must temporarily re-register the SDRs in their own name in the records maintained by Euroclear Sweden AB in order to exercise their shareholders' rights at the EGM. SDR holders wishing to re-register must inform their nominee well in advance of the Record Date so that they appear on the records maintained by Euroclear Sweden AB on the Record Date. Please note that holders of SDRs who have not re-registered their SDRs with Euroclear Sweden AB effective on the Record Date will not be eligible to participate in the EGM.
Holders of SDRs, wishing to be represented at the EGM by an attorney-at -fact, must send a duly completed, dated and signed power of attorney, whereby the holders of SDRs authorises the Chairman of the EGM or another designated person to represent him/her/it at the EGM, to SEB at the address above mentioned (by post or by e-mail with the original to follow by post), so that it shall be received no later than on
Only the persons that are shareholders or holders of SDRs on the Record Date and who comply with the above procedure may participate and vote at the EGM. Notwithstanding the above rules, the
Notwithstanding the above, the
Please note that conversions from shares into SDRs and vice versa will not be permitted from
Luxembourg, on July 28, 2014
The Board of Directors About Transcom
Transcom is a global customer experience specialist, providing customer care, sales, technical support and credit management services through our extensive network of contact centers and work-at-home agents. We are 29,000 customer experience specialists at 57 contact centers across 24 countries, delivering services in 33 languages to over 400 international brands in various industry verticals.
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