Tele2 AB (publ) today announced that the company's Annual General
Meeting (AGM) of shareholders held today in Stockholm re-elected Mia
Brunell, Vigo Carlund, John Hepburn, John Shakeshaft and Cristina
Stenbeck as Board Members. Mike Parton and Pelle Törnberg were
elected as new Board Members. Further, Vigo Carlund was re-elected as
Chairman of the Board of Directors.
- Mike Parton is a senior executive with an extensive
international career in the telecoms industry. Mike Parton was the
CEO of Marconi Plc., a telecommunications business with global
operations, between 2001 and 2006. During this period he successfully
restructured the business, returning the company to profitability and
revenue growth before eventually selling the product business to
Ericsson for GBP 1.3 billion, in addition to creating a GBP 300
million telecom services business that now operates as Telent Plc.
Mike Parton's early career included finance roles in the Michelin
Tyre Company and ICL before he joined GEC (later to become Marconi)
where he held a number of senior finance and general management roles
culminating in his appointment as Group CEO. He joined the main board
of Marconi Plc in 2000.
- Pelle Törnberg has established and launched a wide range of
media companies within Industriförvaltnings AB Kinnevik before
assuming responsibility for Kinnevik's media operations in 1993. He
has, upon its demerger from Kinnevik in 1997, been the President and
CEO of Modern Times Group MTG AB until 2000. He has since Metro
International S.A.'s demerger from Modern Times Group MTG AB in 2000
served as the President and CEO of the company. Presently
non-executive Director of Modern Times Group MTG AB, and moreover,
Board member of RNB Retail and Brands AB and the Swedish American
Chamber of Commerce.
The AGM discharged the Board of Directors and the CEO from liability
for the 2006 financial year. Further, the AGM resolved in accordance
with the proposal of the Board of Directors on a cash dividend of SEK
1.83 per share. Monday 14 May, 2007 was decided as the record date
for the dividend and it is expected that the dividend will be
distributed by VPC on Friday May 18, 2007.
The AGM resolved to:
* Set the remuneration for 2007 to the Board of Directors in
accordance with the following. Fixed remuneration of SEK
3,750,000, of which SEK 1,000,000 is allocated to the Chairman of
the Board of Directors, SEK 400,000 to each of the other Board
members and a total of SEK 350,000 for work in the committees of
the Board.
* Adopt the following procedure for the election of members of the
Board of Directors and auditor. The work of preparing a proposal
on the directors of the Board and auditor, and their remuneration
as well as the proposal on the Chairman of the Annual General
Meeting of 2008 shall be performed by a Nomination Committee. The
Nomination Committee, which will consist of at least three
representatives of larger shareholders, will be formed during
September 2007 in consultation with the largest shareholders in
the company at that time. Cristina Stenbeck will be a member of
the Committee and will also act as its convenor. The composition
of the Committee will be communicated in the company's interim
report for the third quarter of 2007.
* Approve the guidelines on remuneration for senior executives.
* Amend the articles of association by inserting a provision on
reclassification with the purpose of entitling Class A
shareholders to reclassify their holdings of Class A shares to
Class B shares. The amendment means that a provision is inserted
stating that every Class A share, under the calendar months of
January and July each year, after a request from a shareholder,
may be reclassified to a Class B share.
* Authorise the Board of Directors to pass a resolution for the
period up until the next Annual General Meeting on purchasing so
many class B shares that the company's holding does not at any
time exceed 5 percent of the total number of shares in the
company. The purchase of shares shall take place on
Stockholmsbörsen. Further, the Board of Directors was authorised
to pass a resolution for the period up until the next Annual
General Meeting on transferring the company's own Class B shares
on the Stockholm Stock Exchange or in connection with an
acquisition of companies or businesses. The purpose of the
authorisation is so that the Board of Directors obtains increased
freedom to act and obtains the ability to continuously adapt the
Company's capital structure and thereby contribute to increased
shareholder value as well as have the ability to finance future
acquisitions.
* Authorise the Board of Directors to pass a resolution to reduce
the company's share capital by a maximum of SEK 27,792,683.75 by
redemption, without repayment, of Class B share, which the
company has repurchased, but not transferred. The redemption
amount should be reserved to non-restricted equity.
* Adopt an incentive program for allocation to senior executives
and other key employees in the Tele2 Group, in accordance with
the Board's proposals.
The participants in the incentive programme (a maximum of 80
individuals) shall be offered to purchase warrants on market
terms. Each warrant entitles to subscription of one Class B share
in the company. For each warrant purchased, the participant will
be offered a maximum of two stock options for free, each carrying
the right to purchase one Class B share.
The warrants and stock options, if granted and exercised in full,
give rise to a maximum dilution effect for 2007 of 0.92 % of the
share capital and 0.52 % of the total number of votes.
Considering the previously issued and outstanding warrants, the
dilution effect will be approximately 1.48 percent of the total
number of shares and approximately 0.84 percent of the total
number of votes.
The Board of Directors was authorized to issue a maximum of
1,366,000 warrants each entitling the holder to subscribe for one
new Class B share. The warrants will be issued in two series
(Series I and II). However, the total number of warrants in
Series I and II may not exceed 1,366,000 warrants, whereof a
maximum of 266,000 warrants in Series II. For warrants in Series
I, the exercise price shall correspond to 110 percent of the
average closing price of the company's shares 10 trading days
following the Annual General Meeting, and for warrants in Series
II the exercise price shall correspond to 110 percent of the
average closing price of the company's share during a period of
ten trading days immediately following the announcement of the
interim report for the three first quarters of 2007. Moreover, it
was resolved to authorise the Board of Directors, until the next
Annual General Meeting, on one or several occasions, to resolve
to issue a maximum of 2,732,000 warrants, each entitling to
subscription of one Class B share. The warrants shall solely be
exercised in order to ensure delivery of Class B shares under the
stock options.
* Authorise the Board of Directors to resolve on raising certain
loan financing where the interest rate is dependent upon the
Company's financial result or position.
At a statutory meeting of the Board of Directors following the AGM,
an Audit Committee and a Remuneration Committee were appointed. John
Shakeshaft was appointed as Chairman of the Audit Committee and Mia
Brunell and Mike Parton were appointed as members of the committee.
Vigo Carlund was appointed as Chairman of the Remuneration Committee
and John Hepburn and Mia Brunell were appointed as members of the
committee.
____________________________________________________________________
Further information can be obtained from:
Lars-Johan Jarnheimer, President and CEO Tele2 AB, Telephone: +46 8
5626 4000
Lars Torstensson, Investor Inquiries, Telephone: +46 702 73 48 79
Tele2 is Europe's leading alternative telecom operator Tele2's
mission is to provide cheap and simple telecoms for everyone in
Europe. Tele2 always strives to offer the market's best prices. We
have 29 million customers in 22 countries. Tele2 offers fixed and
mobile telephony, broadband, data network services and cable TV. Ever
since Jan Stenbeck founded the company in 1993, it has been a tough
challenger to the former government monopolies and other established
providers. Tele2 has been listed on OMX Nordic Exchange since 1996.
In 2006 we had operating revenue of SEK 50.3 billion and we
reported a operating profit (EBITDA) of SEK 5.7 billion.
Annual General Meeting
| Source: Tele2 AB
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