Extraordinary General Meeting


Stockholm - Tele2 AB, ("Tele2"), (Stockholm Stock Exchange: TEL2 A
and TEL2 B) today announced that all resolutions proposed to its
Extraordinary General Meeting (EGM) of shareholders in Stockholm
earlier today were duly passed. The proposals comprised resolution
regarding the incentive programme including amendments to the
Articles of Association, the adoption of an incentive programme, the
authorisation to issue Class C shares, authorisation to buy-back
Class C shares and transfer of Class B shares.

The extraordinary general meeting resolved to adopt a performance
based incentive programme (the "Plan") for senior executives and
other key employees within the Tele2 group under the terms stipulated
below.

The Plan will comprise approximately 80 senior executives and other
key employees within the Tele2 group and entails that the
participants shall be granted stock options free of charge. Each
option entitles the holder to purchase one Class B share at an
exercise price corresponding to 110 percent of the average closing
price of the company's Class B share 10 trading days prior to the
date of grant. The scope of the Plan amounts to a maximum of
4,098,000 Options. The Options may only be exercised three to five
years from the time of grant, provided that the holder is still
employed within the Tele2 group and that certain performance
conditions are fulfilled. Based on the outcome of these performance
conditions, the employees will be able to exercise 0 - 100 percent of
granted Options, i.e. there will be no guaranteed exercise. The
performance conditions for the Options will be measured from 1 July
2007 until 30 June 2010 and are based on the company's average
normalised Return on Capital Employed and Total Shareholder Return
compared to a peer group.

In order to ensure delivery of Class B shares to employees under the
Plan, it was further resolved to authorise the Board of Directors to
issue and buy-back Class C shares that can be reclassified and to
transfer Class B shares to employees in accordance with the Plan.

The rationale for the Plan is that the Board of Tele2 considers that
it will strengthen the employees' loyalty, improve the conditions for
the company's continued demands on profitability and create an
opportunity for the employees to take part in the group's
development. The Plan will constitute a competitive incentive and a
motivating offer for senior executives and other key employees within
the group.

It was further resolved to amend § 5 in the Articles of Association,
meaning mainly that Class C shares held by the company may be
reclassified into Class B shares upon request by the Board.
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Further information can be obtained from:
Lena Krauss, Investor inquiries, Telephone: +46 8 5620 0045
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 20 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
an operating profit (EBITDA) of SEK 5.7 billion.

Attachments

Press release pdf