Notice of Annual General Meeting

THE SHAREHOLDERS OF TELE2 AB (publ) are hereby invited to the Annual
General Meeting on Wednesday 14 May 2008 at 1.30 p.m. CET at Hotel
Rival, Mariatorget 3 in Stockholm.

NOTIFICATION
Shareholders who wish to participate at the Annual General Meeting
shall:
- have their names entered in the register of shareholders maintained
by VPC AB (the Swedish Central Securities Depository) on Thursday 8
May 2008, and
- notify the Company of their intention to participate by no later
than 1.00 p.m. on Thursday 8 May 2008. The notification can be made
on the Company's website, www.tele2.com, by telephone +46-8-562 00
112 or in writing to the Company at:

Tele2 AB
P.O. Box 2094
SE-103 13 Stockholm, Sweden

When giving notice of participation, the shareholders should state
their name, personal identification number (or company registration
number), address, telephone number, shareholdings and any advisors
attending. If participation is by way of proxy, such document should
be submitted in connection with the notice of participation of the
Meeting. If the proxy is issued by a legal entity, a certified copy
of the registration certificate or an equivalent certificate of
authority, shall be attached to the proxy. The proxy and the document
evidencing proof of authority may not be issued earlier than one year
prior to the Meeting. Written notifications made by post should be
marked "AGM".

Proxy forms are available at the Company's website (www.tele2.com).
For ordering the proxy forms the same address and telephone number
can be used as for the notification, see above.

Shareholders whose shares are registered in the names of nominees
must temporarily re-register the shares in their own name in order to
be entitled to participate in the Meeting. Shareholders wishing to
re-register must inform the nominee well in advance of Thursday 8 May
2008.

PROPOSED AGENDA
1. Election of Chairman of the Meeting.
2. Preparation and approval of the voting list.
3. Approval of the agenda.
4. Election of one or two persons to check and verify the minutes.
5. Determination of whether the Meeting has been duly convened.
6. Presentation of the annual report and auditors' report and of the
consolidated financial statements and the auditors' report on the
consolidated financial statements.
7. Resolution on the adoption of the income statement and balance
sheet and of the consolidated income statement and the consolidated
balance sheet.
8. Resolution on the proposed treatment of the Company's
unappropriated earnings or accumulated loss as stated in the adopted
balance sheet.
9. Resolution on the discharge of liability of the directors of the
Board and the Chief Executive Officer.
10. Determination of the number of directors of the Board.
11. Determination of the remuneration to the directors of the Board
and the auditor.
12. Election of the directors of the Board and the Chairman of the
Board.
13. Determination of the number of auditors and election of auditors.
14. Approval of the procedure of the Nomination Committee.
15. Resolution on guidelines on remuneration for senior executives.
16. Resolution regarding incentive programme comprising the following
resolutions:
(a)  proposal to adopt an incentive programme;
(b)  authorisation to resolve to issue Class C shares;
(c)  authorisation to resolve to repurchase own Class C shares;
(d)  transfer of Class B shares.
17. Resolution to authorise the Board of Directors to resolve on the
purchase and transfer of the Company's own shares.
18. Closing of the Meeting.

NOMINATION COMMITTEE PROPOSALS (items 1 and 10-14)
The Nomination Committee proposes that the lawyer Martin Börresen is
appointed to be the Chairman of the Annual General Meeting.

The Nomination Committee proposes that the Board of Directors shall
consist of eight directors without alternate directors. For the
period until the close of the next Annual General Meeting, the
Nomination Committee proposes the re-election of Mia Brunell Livfors,
Vigo Carlund, John Hepburn, Mike Parton, John Shakeshaft, Cristina
Stenbeck and Pelle Törnberg and proposes the election for the first
time of Jere Calmes as director of the Board. The Nomination
Committee proposes that the Meeting appoints Vigo Carlund to be
Chairman of the Board of Directors. Furthermore, it is proposed that
the Board of Directors at the Constituent Board Meeting appoints a
Remuneration Committee and an Audit Committee within the Board of
Directors.

The Nomination Committee proposes that Deloitte AB shall be appointed
as auditor with the authorised public accountant Jan Berntsson as
main responsible auditor, for a period of four years.

The Nomination Committee proposes that the Meeting resolves that the
remuneration to the Board of Directors (including remuneration for
the work in the committees of the Board of Directors) for the period
until the close of the next Annual General Meeting shall be a total
of SEK 4,975,000, of which SEK 1,200,000 shall be allocated to the
Chairman of the Board and SEK 450,000 to each of the other directors.
The Nomination Committee proposes that for work within the Audit
Committee SEK 200,000 shall be allocated to the Chairman and SEK
100,000 to each of the other members and for work within the
Remuneration Committee SEK 50,000 shall be allocated to the Chairman
and SEK 25,000 to each of the other members. Furthermore,
remuneration to the auditor shall be paid in accordance with an
approved bill which specifies time, persons who worked and tasks
performed.

The Nomination Committee proposes that the Meeting approves the
following procedure for preparation of the election of the Board of
Directors and auditor. The work of preparing a proposal on the
directors of the Board and auditor, in the case that an auditor
should be elected, and their remuneration as well as the proposal on
the Chairman of the Annual General Meeting of 2009 shall be performed
by a Nomination Committee. The Nomination Committee will be formed
during September 2008 in consultation with the largest shareholders
of the Company at that time. The Committee will consist of at least
three members. The Nomination Committee is appointed for a term of
office commencing at the time of the announcement of the third
quarter report in 2008 and ending when a new Nomination Committee is
formed. The majority of the members of the Committee may not be
directors of the Board of Directors or employed by the Company. If a
member of the Committee resigns before the work is concluded, a
replacement member is to be appointed in the corresponding manner.
Cristina Stenbeck will be a member of the Committee and will also act
as its convenor. The members of the Committee will appoint the
Committee Chairman at their first meeting. The Nomination Committee
shall have the right to upon request receive personnel resources such
as secretarial services from the Company, and to charge the Company
with costs for recruitment consultants if deemed necessary.

The above proposal is supported by shareholders representing more
than 50 percent of the votes in the Company including, among others,
Alecta, Emesco AB, Investment AB Kinnevik, SEB Fonder, SEB Trygg Liv
and Swedbank Robur Fonder.

A report on the Nomination Committee's work will be available at the
Company's website, www.tele2.com.

DIVIDENDS (item 8)
The Board of Directors proposes an ordinary dividend of SEK 3.15 per
share and an extra dividend of SEK 4.70 per share, in total SEK 7.85
per share. The record date is proposed to be Monday 19 May 2008.

GUIDELINES ON REMUNERATION FOR SENIOR EXECUTIVES (item 15)
The Board proposes the following guidelines for determining
remuneration for senior executives, to be approved by the Annual
General Meeting.

The objectives of the Tele2 remuneration guidelines are to offer
competitive remuneration packages to attract, motivate, and retain
key employees, within the context of the international peer group.
The aim is to create an incentive for the management to execute the
strategic plan and deliver excellent operating results, and moreover,
to align management's incentives with the interests of the
shareholders. The proposed guidelines concerns senior executives
including the CEO and members of the Executive Board ("Senior
Executives"). At present Tele2 has six Senior Executives.

Remuneration to the Senior Executives should consist of a combination
of an annual base salary, a variable short-term incentive (STI) and
long-term incentive programmes. The STI shall be based on the
performance in relation to established objectives. The objectives are
connected to the Company's outcome and mainly the individual
performance. The STI can amount to a maximum of 100 percent of the
annual base salary for the CEO and for the other Senior Executives.
Based on exceptional performance, stretch goals, an additional bonus
above the STI may be granted, amounting to a maximum of 20 percent of
the total annual base salary for the Senior Executives.

Over time, it is the intention of the Board to increase the
proportion of variable performance based compensation as a component
of the Senior Executives' total compensation.

Other benefits may include e.g. company car and for expatriated
Senior Executives e.g. housing benefits for a limited period of time.
The Senior Executives may also be offered health care insurance.

The Senior Executives are offered premium based pension plans.
Pension premiums for the CEO can amount to a maximum of 25 percent of
the annual base salary. For the other Senior Executives pension
premiums can amount to a maximum of 20 percent of the annual base
salary.

The period of notice of termination of employment shall be 12 months
in the event of termination by the CEO and six months in the event of
termination by any of the other Senior Executives. In the event of
termination by the Company, the maximum notice period during which
compensation is payable is 18 months for the CEO and 12 months for
any of the other Senior Executives.

In special circumstances, the Board may deviate from the above
guidelines. In such a case the Board is obligated to give account for
the reason for the deviation on the following Annual General Meeting.

The Board has deviated from the guidelines which were decided at the
2007 Annual General Meeting on two occasions:
* In 2008 the Board has decided to grant Donna Cordner a maximum STI
  of 100 percent. When the directorship as market area manager of
  Russia and CEO of the Russian organisation became vacant, Donna
  Cordner was with immediate effect able to accept the appointment as
  market area manager of Russia and CEO of the Russian organisation.
  Her appointment has entailed a move to Russia, a significant
  additional workload and the continuation of existing
  responsibilities. Consequently, the Board decided to allow for a
  double STI opportunity for Donna Cordner to reflect the scope and
  the nature of the assignment.
* In 2007 the Board has amended the size of the components of the
  total compensation package for the CEO by decreasing the CEO's
  annual base salary and increasing the maximum STI opportunity to 70
  percent and the maximum pension premium to 25 percent. The Board
  assessed the existing CEO's compensation package to provide
  insufficient motivation to create shareholder value and therefore
  decided to realign certain elements of his remuneration directly
  with prevailing market conditions. The new conditions are valid as
  of 1 January, 2008. These changes could potentially increase the
  CEO's total compensation by 6 percent.

PROPOSAL TO IMPLEMENT AN INCENTIVE PROGRAMME (item 16)
The Board of Directors proposes that the Annual General Meeting
resolves to adopt a performance based incentive programme for senior
executives and other key employees within the Tele2 group in
accordance with items 16 (a) - 16 (d) below. All resolutions are
proposed to be conditional upon each other and are therefore proposed
to be adopted in connection with each other.

PROPOSAL TO ADOPT AN INCENTIVE PROGRAMME (item 16 (a))
The Board of Directors proposes that the Annual General Meeting
resolves to adopt a performance based incentive programme (the"Plan"). The Plan is proposed to include in total approximately 80
senior executives and other key employees within the Tele2 group. The
participants in the Plan are required to own shares in Tele2. These
shares can either be shares already held or shares purchased on the
market in connection with notification to participate in the Plan.
Thereafter the participants will be granted, by the Company free of
charge, retention rights and performance rights on the terms
stipulated below.

For each share held under the Plan, the participants will be granted
retention rights and performance rights by the Company. Subject to
fulfilment of certain retention and performance based conditions
during the period 1 April 2008 - 31 March 2011 (the "Measure
Period"), the participant maintaining the employment within the Tele2
group at the date of the release of the interim report January -
March 2011 and subject to the participant maintaining the invested
shares, each retention right and performance right entitles the
employee to receive one Class B share. Dividends paid on the
underlying share will increase the number of retention and
performance shares being allotted in order to treat the shareholders
and the participants equally.

The retention rights and performance rights are divided into (i) A
rights; retention shares, (ii) B rights; performance shares and (iii)
C rights; performance shares.

The shares to be received by the employee depend on the fulfilment of
certain defined retention and performance based conditions during the
Measure Period as follows:

A rights            Tele2's total shareholder return (TSR) on the
Tele2 shares; with a minimum hurdle exceeding 0 percent during the
Measure Period;

B rights            average normalised return of capital employed
(ROCE); with a minimum hurdle exceeding 12 percent during the Measure
Period and a stretch target of ROCE 15 percent; and

C rights            TSR compared with a peer group including Elisa,
Hutchison Telecom, Millicom, Mobistar, MTS - Mobile Telesystems,
Telenor, Turkcell, United States Cellular and Vodafone during the
Measure Period; with TSR being better than the average TSR for the
peer group as a minimum hurdle and TSR being 10 percentage points
better than the average TSR for the peer group as a stretch target.

In total, the Plan is estimated to comprise up to 164,000 shares and
entitling up to 752,000 rights whereof 164,000 retention rights and
588,000 performance rights. The participants are divided into
different groups and in accordance with the above, the Plan will
comprise up to 8,000 shares and seven rights per invested share for
the CEO, up to 36,000 shares and six rights per invested share for
senior executives (approximately 9 persons) and up to 120,000 shares
and four rights per invested share for other participants
(approximately 70 persons).

The participant's maximum profit per right in the Plan is limited to
SEK 540, five times the average closing share price of the Tele2
Class B shares during March 2008 (SEK 108). The maximum dilution is
up to 0.19 percent in terms of shares outstanding, 0.11 percent in
terms of votes and 0.12 percent in terms of costs for the programme
as defined in IFRS 2 divided by Tele2's market capitalisation.

The Board of Directors, or a committee established by the Board for
these purposes, shall be responsible for preparing the detailed terms
and conditions of the Plan. To this end, the Board of Directors shall
be entitled to make adjustments to meet foreign regulations or market
conditions.

The objective of the proposed Plan is to create conditions for
retaining competent employees in the group. The Plan has been
designed based on the view that it is desirable that senior
executives and other key employees within the group become
shareholders in the Company to a larger extent than today.
Participation in the Plan requires a personal investment, be it
shares already held or shares purchased on the market in connection
with the Plan. By offering an allotment of retention rights and
performance rights which are based on profits and other retention and
performance based conditions the participants are rewarded for
increased shareholder value. Further, the Plan rewards employees'
loyalty and long-term growth in the Company. Against this background,
the Board of Directors is of the opinion that the adoption of the
Plan as set out above will have a positive effect on the Tele2
group's future development and thus be beneficial for both the
Company and its shareholders.

To ensure the delivery of Class B shares under the Plan, the Board of
Directors proposes in accordance with item 16 (b) below to increase
the Company's share capital by the issue of more Class C shares.
These Class C shares are redeemable and, upon the decision by the
Board of Directors, may be reclassified into Class B shares. The
Class C shares will not provide entitlement to dividend payment. The
Board of Directors proposes that the General Meeting authorises the
Board to resolve on a directed issue of Class C shares to Nordea Bank
AB (publ) in accordance with item 16 (b), and an authorisation for
the Board of Directors to subsequently resolve to repurchase the
Class C shares from Nordea Bank AB (publ) in accordance with item 16
(c). The Class C shares will then be held by the Company as treasury
shares during the vesting period, where after the appropriate number
of Class C shares will be reclassified into Class B shares and
subsequently be delivered to the participants under the Plan.

The above proposal is supported by major shareholders.

AUTHORISATION TO RESOLVE TO ISSUE CLASS C SHARES (item 16 (b))
The Board of Directors proposes that the Annual General Meetingresolves to authorise the Board, during the period until the next
Annual General Meeting, to increase the Company's share capital by
not more than SEK 1,062,500 by the issue of not more than 850,000
Class C shares, each with a ratio value of SEK 1.25. With
disapplication of the shareholders' preferential rights, Nordea Bank
AB (publ) shall be entitled to subscribe for the new Class C shares
at a subscription price corresponding to the ratio value of the
shares. The purpose of the authorisation and the reason for the
disapplication of the shareholders' preferential rights in connection
with the issue of shares is to ensure delivery of Class B shares to
participants under the Plan.

AUTHORISATION TO RESOLVE TO REPURCHASE OWN CLASS C SHARES (item 16
(c))
The Board of Directors proposes that the Annual General Meeting
resolves to authorise the Board, during the period until the next
Annual General Meeting, to repurchase its own Class C shares. The
repurchase may only be effected through a public offer directed to
all holders of Class C shares and shall comprise all outstanding
Class C shares. The purchase may be effected at a purchase price
corresponding to not less than SEK 1.25 and not more than SEK 1.35.
Payment for the Class C shares shall be made in cash. The purpose of
the repurchase is to ensure the delivery of Class B shares under the
Plan.
TRANSFER OF OWN CLASS B SHARES (item 16 (d))
The Board of Directors proposes that the Annual General Meeting
resolves that Class C shares that the Company purchases by virtue of
the authorisation to repurchase its own shares in accordance with
item 16 (c) above, following reclassification into Class B shares,
may be transferred to participants in accordance with the terms of
the Plan.

AUTHORISATION FOR THE BOARD OF DIRECTORS TO PURCHASE AND TRANSFER THE
COMPANY'S OWN SHARES (item 17)
The Board of Directors proposes that the Annual General Meeting
authorises the Board of Directors to pass a resolution on one or more
occasions for the period up until the next Annual General Meeting on
purchasing so many Class A and/or Class B shares that the Company's
holding does not at any time exceed 10 percent of the total number of
shares in the Company. The purchase of shares shall take place on the
OMX Nordic Exchange Stockholm and may only occur at a price within
the share price interval registered at that time, where share price
interval means the difference between the highest buying price and
lowest selling price.

Furthermore, it is proposed that that the Meeting authorises the
Board of Directors to pass a resolution on one or more occasions for
the period up until the next Annual General Meeting on transferring
the Company's own Class A and/or Class B shares on the OMX Nordic
Exchange Stockholm or in connection with an acquisition of companies
or businesses. The transfer of shares on the OMX Nordic Exchange
Stockholm may only occur at a price within the share price interval
registered at that time. The authorisation includes the right to
resolve on disapplication of the preferential rights of shareholders
and that payment shall be able to be made in other forms than cash.

The purpose of the authorisations 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.

SHARES AND VOTES
There are a total number of 448,949,339 shares in the Company,
whereof 38,356,545 Class A shares, 406,494,794 Class B shares and
4,098,000 Class C shares, corresponding to a total of 794,158,244
votes. At present the Company holds 4,098,000 of its own Class C
shares corresponding to 4,098,000 votes, which can not be represented
at the Annual General Meeting.

OTHER INFORMATION
Valid resolutions under items 16 (b), 16 (c) and 17 above require
approval of shareholders representing at least two-thirds of the
shares and the numbers of votes represented at the Meeting. A valid
resolution under item 16 (a) and 16 (d) above requires approval of
shareholders representing at least nine-tenth of the shares and the
numbers of votes represented at the Meeting. From Wednesday 30 April
2008, the complete text of the Board of Directors' proposals as set
out above will be available at the Company's website at
www.tele2.com, and at the Company's premises at Skeppsbron 18 in
Stockholm. Shareholders who wish to receive those documents may
notify the Company, whereupon the documents will be sent by post or
by e-mail.

                        Stockholm April, 2008

                       THE BOARD OF DIRECTORS