Notice of Annual General Meeting

THE SHAREHOLDERS OF TELE2 AB (publ) are hereby invited to the Annual
General Meeting on Monday 11 May 2009 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 Euroclear Sweden AB (formerly VPC AB, the Swedish Central
Securities Depository) on Tuesday 5 May 2009, and
- notify the Company of their intention to participate by no later
than 1.00 p.m. on Tuesday 5 May 2009. The notification can be made on
the Company's website, www.tele2.com, by telephone +46-771 246 400 or
in writing to the Company at:

Tele2 AB
C/o Novator Bolagsservice AB
P.O. Box 10
SE-182 11 Danderyd, 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
Annual General 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 Annual General 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. Distance
participation and voting is not available.

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 Tuesday 5 May
2009.

PROPOSED AGENDA
1. Election of Chairman of the Annual General 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. Approval of the procedure of the Nomination Committee.
14. Resolution on amendment of the Articles of Association.
15. Resolution on guidelines on remuneration for senior executives.
16. Resolution regarding incentive programme comprising the following
resolutions:
(a)  adoption of 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 reduce the share capital by way of redemption of
repurchased shares.
18. Resolution to authorise the Board of Directors to resolve on the
purchase and transfer of the Company's own shares.
19. Resolution on the offer of reclassification of Class A shares
into Class B shares.
20. Closing of the Meeting.

NOMINATION COMMITTEE PROPOSALS (Items 1 and 10-13)
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 and no deputy directors. The Nomination
Committee proposes, for the period until the close of the next Annual
General Meeting, the re-election of Mia Brunell Livfors, Vigo
Carlund, John Hepburn, Mike Parton, John Shakeshaft, Cristina
Stenbeck, Pelle Törnberg and Jere Calmes. The Nomination Committee
proposes that the Annual General Meeting shall re-elect Vigo Carlund
as Chairman of the Board of Directors and elect Mike Parton as Deputy
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's motivated opinion regarding
proposal of the Board of Directors is available at the Company's
website, www.tele2.com.

The Nomination Committee proposes that the Annual General Meeting
resolves that the remuneration to the Board of Directors for the
period until the close of the next Annual General Meeting shall
amount to a total of SEK 5,125,000, of which SEK 1,200,000 shall be
allocated to the Chairman of the Board, SEK 600,000 to the Deputy
Chairman of the Board of Directors and SEK 450,000 to each of the
directors of the Board and in total SEK 625,000 as remuneration for
the work in the committees of the Board of 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 three members. For work within the Remuneration Committee
SEK 50,000 shall be allocated to the Chairman and SEK 25,000 to each
of the other three members. The remuneration to the Board of
Directors is therefore proposed to be unchanged, except for the
increase of SEK 150,000 in the remuneration because of the
newly-established position Deputy Chairman of the Board of Directors.
Furthermore, remuneration to the auditor shall be paid in accordance
with approved invoices.

The Nomination Committee proposes that the Annual General 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 2010 shall
be performed by a Nomination Committee. The Nomination Committee will
be formed during October 2009 in consultation with the largest
shareholders of the Company as at 30 September 2009. The Nomination
Committee will consist of at least three members representing the
largest shareholders of the Company. The Nomination Committee is
appointed for a term of office commencing at the time of the
announcement of the third quarter report in 2009 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 proposals are supported by shareholders representing more
than 50 percent of the votes in the Company including among others
Alecta, AMF Pension, Emesco AB, Investment AB Kinnevik and Swedbank
Robur fonder.

DIVIDENDS (Item 8)
The Board of Directors proposes an ordinary dividend of SEK 3.50 per
share and an extraordinary dividend of SEK 1.50 per share, in total
SEK 5.00 per share. The record date is proposed to be Thursday 14 May
2009.

AMENDMENT OF THE ARTICLES OF ASSOCIATION (Item 14)
The Board of Directors proposes that Section 9, second paragraph, of
the Articles of Association is amended in accordance with the
following:

§ 9, second paragraph: "Notice of a General Meeting of shareholders
shall be published in the Official Swedish Gazette (Post- och Inrikes
Tidningar) as well as on the company's website. At the time of the
notice, an announcement with information that the notice has been
issued shall be published in Svenska Dagbladet."

The Board of Director's proposal for the amendment of Section 9,
second paragraph, of the Articles of Association is conditional upon
that an amendment of the Companies Act (SFS 2005:551) has come into
force, entailing that the proposed wording above is in accordance
with the Companies Act.

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 an international peer group. The
aim is to create incentives for management to execute strategic plans
and deliver excellent operating results and to align management's
incentives with the interests of the shareholders. Senior executives
covered by the proposed guidelines include the CEO and members of the
Executive Board ("Senior Executives"). At present Tele2 have eight
Senior Executives.

Remuneration to the Senior Executives should comprise annual base
salary and variable short-term incentive (STI) and long-term
incentive (LTI) programs. The STI shall be based on the performance
in relation to established objectives. The objectives shall be
related to the Company's overall result and the Senior Executives
individual performance. The STI can amount to a maximum of 100
percent of the annual base salary. Based on exceptional performance,
stretch goals, an additional bonus above the STI may be granted,
amounting to a maximum of 20 percent of the annual base salary for
the Senior Executives.

Over time, it is the intention of the Board of Directors 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 cars and for expatriated
Senior Executives e.g. housing benefits for a limited period of time.
The Senior Executives may also be offered health care insurances.

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

The maximum 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 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
2008 Annual General Meeting on two occasions:

* When Lars Johan Jarnheimer informed the Board that he wished to
  resign it was decided to offer him a notice period of 18 months to
  ensure an orderly appointment and smooth handover to the new CEO
  and allow Lars Johan to be available for consultation without
  conflicts to the Company. Lars-Johan Jarnheimer was also granted
  continued participation in the 2006, 2007 and 2008 Long-Term
  Incentive programs.
* When Johnny Svedberg left the Company, the Board decided to offer a
  notice period of 12 months to ensure he would be available for
  consultation during this time. Johnny Svedberg was also granted
  continued participation in the 2006 Long-Term Incentive program.

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. The proposed Plan has the same structure as the
plan that was adopted at the 2008 Annual General Meeting.

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 2009 - 31 March 2012 (the "Measure
Period"), the participant maintaining the employment within the Tele2
group at the date of the release of the interim report January -
March 2012 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 of 14 percent during the Measure Period
and a stretch target of ROCE 17 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 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 355, five times the average closing share price of the Tele2
Class B shares during February 2009 (SEK 71). The maximum dilution is
up to 0.19 percent in terms of shares outstanding, 0.11 percent in
terms of votes and 0.07 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 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 Meeting
resolves 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.

RESOLUTION TO REDUCE THE SHARE CAPITAL BY WAY OF REDEMPTION OF
REPURCHASED SHARES (Item 17)
The Board of Directors proposes that the Annual General Meeting
resolves to reduce the Company's share capital by a maximum of SEK
5,625,000 by redemption, without repayment, of 4,500,000 Class B
shares, which the company has repurchased. Furthermore, the Board of
Directors proposes that the redemption amount should be reserved to
non-restricted equity.

According to the Companies Act, a resolution to reduce the share
capital may only be executed after the Swedish Companies Registration
Office has registered the resolution and after permission from the
Swedish Companies Registration Office or, if disputed, Court.

AUTHORISATION FOR THE BOARD OF DIRECTORS TO PURCHASE AND TRANSFER THE
COMPANY'S OWN SHARES (Item 18)
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
NASDAQ OMX 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 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
transferring the Company's own Class A and/or Class B shares on the
NASDAQ OMX Stockholm or in connection with an acquisition of
companies or businesses. The transfer of shares on the NASDAQ OMX
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.

RESOLUTION ON THE OFFER OF RECLASSIFICATION OF CLASS A SHARES INTO
CLASS B SHARES (Item 19)
The Board of Directors proposes that the Meeting shall resolve that
holders of Class A shares shall be entitled to reclassify their Class
A shares into Class B shares, upon which time one Class A share shall
be eligible for reclassification into one Class B share. An
application for reclassification shall be made during the period 12
May 2009 through 15 May 2009. The reclassification request may
include some or all of the shareholder's Class A shares and should
either state the number of Class A shares that shall be reclassified,
or the fraction (stated in percentage with no more than two decimals)
of the total number of votes in the company that the Class A
shareholder wants to hold after the reclassification. An application
for reclassification shall be made in writing to the board of
directors which will thereafter handle the issue of reclassification.
Such a request shall be made on a special form which is to be sent to
owners of Class A shares whose holding are registered in their own
names well in advance of 12 May 2009, as well as being made available
at the Company's premises and on the Company's website.

SHARES AND VOTES
There are a total number of 449,799,339 shares in the Company,
whereof 38,173,706 Class A shares, 406,677,633 Class B shares and
4,948,000 Class C shares, corresponding to a total of 793,362,693
votes. The Company currently holds 4,500,000 of its own Class B
shares corresponding to 4,500,000 votes and 4,948,000 of its own
Class C shares corresponding to 4,948,000 votes, which can not be
represented at the Annual General Meeting.

OTHER INFORMATION
Valid resolutions under items 14, 16 (b), 16 (c), 17, 18 and 19 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 Monday 27 April
2009, 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, 2009
                       THE BOARD OF DIRECTORS