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2014-04-21

Transcom WorldWide: Convening notice to the Annual General Meeting of the Shareholders of Transcom to be held on 28 May 2014

Transcom WorldWide S.A.

société anonyme

Registered office: 45, rue des Scillas, L-2529 Howald

R.C.S. Luxembourg B 59.528

("Transcom" or the "Company")

Convening notice is hereby given to the shareholders of Transcom to
attend the annual general meeting of Transcom's shareholders (the
"AGM") that will be held on 28 May 2014 at 10:00 a.m. CET at 7,
avenue J.P. Pescatore, L-2324 Luxembourg, with the following agenda:

AGENDA

1. Election of the Bureau of the AGM.
2. Presentation of the reports of the board of directors of Transcom
and of the external auditor of Transcom on (i) the annual accounts of
Transcom for the financial year ended 31 December 2013 and (ii) the
consolidated annual accounts for the financial year ended 31 December
2013 and acknowledgment of such reports.

3. Approval of the annual accounts and the consolidated accounts for
the financial year ended 31 December 2013.

4. Allocation of the results as of 31 December 2013.
5. Discharge of the liability of the members of the board of
directors of Transcom for, and in connection with, the financial year
ended 31 December 2013.

6. Re-election of Mr. Henning Boysen as a director of the Company for
a term ending at the annual general meeting to be held in 2015 (the
"2015 AGM") .

7. Re-election of Mr. Stefan Charette as a director of the Company
for a term ending at the 2015 AGM.

8. Re-election of Mr. Alexander Izosimov as a director of the Company
for a term ending at the 2015 AGM.

9. Re-election of Mr. Mikael Larsson as a director of the Company for
a term ending at the 2015 AGM.

10. Re-election of and Mr. Roel Louwhoff as a director of the Company
for a term ending at the 2015 AGM.

11. Election of Mrs. Mia Brunell Livfors as a new member of the board
of directors of the Company for a term ending at the 2015 AGM.

12. Election of Mr. John C. Freker Jr. as a new member of the board of
directors of the Company for a term ending at the 2015 AGM.

13. Election of the external auditor of Transcom.
14. Determination of the directors' fees.
15. Approval of the procedure for the Nomination Committee of
Transcom.

16. Approval of Guidelines on remuneration for Senior Executives.
17. Approval of a long term incentive plan for executive management of
Transcom for 2014 - 2017 (the "LTIP ").

INFORMATION

Election of the bureau of the AGM (AGM item 1)

The Nomination Committee proposes that the Chairman of the board of
directors delegates the duty to preside as Chairman over the AGM to
Jean-Michel Schmit, lawyer, partner of Hogan Lovells Luxembourg, with
the power of sub-delegation to any other lawyer of Hogan Lovells
Luxembourg, should Jean-Michel Schmit not be able to attend the AGM.

It is further proposed to the AGM that the Chairman of the AGM be
empowered to elect the secretary and the scrutineer, forming the
Bureau of the AGM together with the chairman, amongst the persons
present at the meeting.

Allocation of the results as of 31 December 2013 (AGM item 4)

The board of directors acknowledges that the profit and loss account
for the period starting 1 January 2013 and ending 31 December 2013
shows a loss of EUR 22,419,000.

The board of directors proposes to the AGM to approve the allocation
of the above mentioned loss for the period starting 1 January 2013
and ending 31 December 2013 to the loss carried forward account.

Election of the members of the Board of Directors of Transcom (AGM
item 6 to 12)

The Nomination Committee proposes that the number of directors of the
Company remains at seven, and that the AGM approves (i) the
re-election of Mr. Henning Boysen, Mr. Stefan Charette, Mr. Alexander
Izosimov, Mr. Mikael Larsson, and Mr. Roel Louwhoff as directors of
the Company and (ii) the election of Mrs. Mia Brunell Livfors and Mr.
John C. Freker Jr. as new directors of the Company, all such
directors to be elected for a term ending at the 2015 AGM. Mrs.
Laurie Bowen and Mr. Dermot Jenkins have declined re-election.

The Nomination Committee proposes that the board of directors of
Transcom re-elects Mr. Henning Boysen to be Chairman of the board of
directors of Transcom at a board meeting following the AGM.

Furthermore, it is proposed that the board of directors of Transcom at
the board meeting following the AGM appoints an Audit Committee and a
Remuneration Committee within the board of directors.

The Nomination Committee's motivated opinion regarding proposal of the
board of directors is available at Transcom's website,
www.transcom.com.

Election of the external auditor of Transcom (AGM item 13)

The Nomination Committee proposes to the AGM that Ernst & Young S.A.,
Luxembourg, be re-elected as external auditor for a term ending at
the 2015 AGM. The remuneration of the auditor shall be paid in
accordance with approved invoices.

Determination of the Directors' fees (AGM item 14)

The Nomination Committee proposes that the AGM resolves that the fees
for the members of the board of directors of Transcom will be
increased with 9% compared to the previous year, which partly is an
effect of a proposal to have an additional member of the Audit
Committee. The Nomination Committee proposes that EUR 95,000 is
allocated to the Chairman of the board of directors, EUR 43,000 for
each of the other directors of Transcom and a total of EUR 51,000 for
the work in the committees of the board of directors. The Nomination
Committee proposes that for work within the Audit Committee EUR
16,000 shall be allocated to the Chairman and EUR 7,000 to each of
the other three members. For work within the Remuneration Committee
EUR 5,000 should be allocated to the Chairman and EUR 3,000 to each
of the other three members. This will result in a total remuneration
to the directors of the board of directors of EUR 404,000 for the
period ending at the 2015 AGM.

Approval of the procedure for the Nomination Committee (AGM item 15)

The Nomination Committee proposes that the AGM approves the following
procedure for preparation of the election of the board of directors
and auditor of Transcom.

The work of preparing proposals to the 2015 AGM regarding the
directors of the board and auditor, and their remuneration, as well
as the proposal on the Chairman of the 2015 AGM and the procedure for
the Nomination Committee shall be performed by a Nomination
Committee.

The Nomination Committee will be formed during October 2014 in
consultation with the largest shareholders of Transcom as per 30
September 2014. The Nomination Committee will consist of at least
three members appointed by the largest shareholders of Transcom (that
have wished to appoint a member). A representative of the largest
shareholder at the time of the announcement will be a member of the
Committee and will also act as its convenor. The members of the
Nomination Committee will appoint the Nomination Committee Chairman
at their first meeting.

The Nomination Committee is appointed for a term of office commencing
at the time of the announcement of the interim report for the period
January - September 2014 and ending when a new Nomination Committee
is formed. If a member resigns during the term of the Nomination
Committee, the Nomination Committee can choose to appoint a new
member. The shareholder that appointed the resigning member shall be
asked to appoint a new member, provided that the shareholder still is
one of the largest shareholders of Transcom. If that shareholder
declines participation on the Nomination Committee, the Nomination
Committee can choose to ask the next largest qualified shareholder to
participate. If a large qualified shareholder reduces its ownership,
the Nomination Committee can choose to appoint the next largest
shareholder to join. In all cases, the Nomination Committee reserves
the right to reduce its membership as long as the number of members
remains at least three.

The Nomination Committee shall have the right to upon request receive
personnel resources such as secretarial services from Transcom, and
to charge Transcom with costs for recruitment consultants and related
travel if deemed necessary.

Approval of guidelines on remuneration for senior executives (AGM
item 16)

Upon recommendation of the Remuneration Committee, the board of
directors of Transcom proposes to the AGM to approve the following
guidelines on remuneration for senior executives of Transcom.

These guidelines apply on remuneration for senior executives within
the group which currently include nine members of the executive
management of Transcom ("Executive Managers"), as well as members of
the board of directors to the extent they are remunerated outside
their directorship.

The total amount of remuneration granted directly or indirectly by
Transcom to the Executive Managers is fully described in the Notes to
the consolidated financial statements of Transcom, as disclosed in
its Annual Report for 2013 which is available at Transcom's website,
www.transcom.com.

The remuneration to the Executive Managers shall consist of fixed
salary, variable salary as well as the possibility to participate in
long-term incentive programmes. These components shall create a
well-balanced remuneration which reflects individual performance and
which offers a competitive remuneration package adjusted to
conditions on the market.

The fixed salary and the bonus percentage may vary amongst Executive
Managers according to their level of responsibility or seniority.

The level of variable salary shall be in accordance with market
practice and shall depend on the level of responsibility and
seniority and shall be calculated according to a combination of
results achieved and individual performances.

Other benefits shall only constitute of a limited amount in relation
to the total remuneration and shall correspond to the local practice.

In the event of notice of termination of employment being served by
Transcom, there is entitlement to salary during such notice period
according to law governing the respective employment relationship.

The Executive Managers shall be entitled to pension commitments based
on those that are customary in the country in which they are
employed. Pension commitments will be secured through premiums paid
to insurance companies.

Members of the board of directors, elected at shareholders' meetings,
may in certain cases receive a fee for services performed within
their respective areas of expertise, outside of their duties on the
board of directors. Compensation for these services shall be paid at
market terms and be approved by the board of directors.

In special circumstances, t...

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