Annual General Meeting


Tele2 AB (publ) today announced that the Company's Annual General
Meeting (AGM) of shareholders held today in Stockholm re-elected Mia
Brunell Livfors, Jere Calmes, Vigo Carlund, John Hepburn, Mike
Parton, John Shakeshaft, Cristina Stenbeck and Pelle Törnberg as
Board Members. Further, Vigo Carlund was re-elected as Chairman of
the Board of Directors and Mike Parton was elected as Deputy Chairman
of the Board of Directors.

The AGM discharged the Board of Directors and the CEO from liability
for the 2008 financial year. Further, the AGM resolved in accordance
with the proposal of the Board of Directors on an ordinary dividend
of SEK 3.50 per share and a special dividend of SEK 1.50 per share.
Thursday 14 May 2009 was decided as the record date for the dividend
and it is expected that the dividend will be distributed by Euroclear
Sweden AB on Tuesday 19 May 2009.

The AGM resolved:

* To set the remuneration for the period until the close of the next
  Annual General Meeting to the Board of Directors in accordance with
  the following. Fixed remuneration 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. Further, it was resolved that the remuneration to the
  Auditor shall be paid in accordance with approved invoices.

* To adopt the following procedure for preparation of 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, 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.

* To amend Section 9, second paragraph of the Articles of Association
  meaning that a 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. The resolution 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.

* To approve the guidelines on remuneration for senior executives.

* To adopt an incentive programme for allocation to senior executives
  and other key employees in the Tele2 Group, in accordance with the
  Board's proposals.

The incentive program ("the Plan") includes 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.

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 was authorized 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. Moreover, it was resolved to authorise
the Board of Directors, 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. Further, it was
resolved that Class C shares that the Company purchases by virtue of
the authorisation to repurchase its own shares, following
reclassification into Class B shares, may be transferred to
participants in accordance with the terms of the Plan.

* To reduce the Company's share capital by not more than SEK
  5,625,000 by redemption without repayment of 4,500,000 Class B
  shares which the Company has repurchased. It was resolved that the
  redemption amount shall be transferred to non-restricted equity.

* To authorise 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. Moreover, it was resolved to
  authorise 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 Board of Directors shall be able to resolve
  that purchase of own shares shall be made within a repurchase
  programme in accordance with the Commissions Regulation (EC) no
  2273/2003, if the purpose of the authorisation and the purchase
  only is to decrease the Company's equity.

* 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 29 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.

* At a statutory meeting of the Board of Directors, an Audit
  Committee and a Remuneration Committee were appointed. John
  Shakeshaft was appointed as Chairman of the Audit Committee and Mia
  Brunell Livfors, Jere Calmes and Mike Parton were appointed as
  members of the committee. John Hepburn was appointed as Chairman of
  the Remuneration Committee and Mia Brunell Livfors, Jere Calmes and
  Vigo Carlund were appointed as members of the committee.


____________________________________________________________________
Further information can be obtained from:
Harri Koponen, President and CEO, Telephone: +46 8 5626 4000
Lars Nilsson, CFO, Telephone: +46 8 5626 4000
Lars Torstensson, Investor Inquiries, Telephone: +46 702 73 48 79

TELE2 IS ONE OF EUROPE'S LEADING ALTERNATIVE TELECOM OPERATORS.
Tele2's mission is to provide affordable and easy connectivity for
everyone at anytime. Tele2 always strives to offer the market's best
prices. We have 24.5 million customers in 11 countries. Tele2 offers
mobile services, fixed broadband and telephony, data network
services, cable TV and content services. 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 the OMX Nordic Exchange since 1996. In 2008, we
had net sales of SEK 39.5 billion and reported an operating profit
(EBITDA) of SEK 8.2 billion. Please visit us at www.tele2.com.

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