Notice of Annual General Meeting

THE SHAREHOLDERS OF TELE2 AB (publ) are hereby invited to the Annual General
Meeting on Monday 17 May 2010 at 1 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 on Monday 10 May 2010, and

- notify the Company of their intention to participate by no later than 1.00
p.m. on Monday 10 May 2010. The notification can be made on the Company's
website, www.tele2.com, by telephone +46 (0) 771 246 400 or in writing to the
Company at:

Tele2 AB
C/o Computershare AB
P.O. Box 610
SE-182 16 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 at the Annual General Meeting. Shareholders wishing to re-register
must inform the nominee well in advance of Monday 10 May 2010.



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 Annual General Meeting has been
duly convened.

6.                  Presentation of annual report, auditors' report and 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 regarding Guidelines for remuneration to the senior
executives.

15.              Resolution regarding incentive         programme comprising the
following resolutions:

(a)               adoption of an incentive programme;

(b)               transfer of own Class B shares.

16.              Resolution to authorise the Board of Directors to resolve on
repurchase and transfer of own shares.

17.              Closing of the Meeting.








NOMINATION COMMITTEE PROPOSALS (Items 1 and 10-13)

The Nomination Committee proposes that the lawyer Wilhelm Lüning 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, John Hepburn, Mike Parton, John Shakeshaft, Cristina
Stenbeck and Jere Calmes. The Nomination Committee proposes the election of Lars
Berg and Erik Mitteregger as new directors of the Board. Pelle Törnberg and Vigo
Carlund have informed the Nomination Committee that they decline re-election at
the Annual General Meeting. The Nomination Committee proposes that the Annual
General Meeting shall elect Mike Parton as Chairman of the Board of Directors.
Furthermore, it is proposed that the Board of Directors at the Constituent Board
Meeting appoints an Audit Committee and a Remuneration 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 <http://www.tele2.com/>.

It was noted that the accounting firm Deloitte AB was appointed as auditor, with
the Authorised Public Accountant Jan Berntsson as auditor in charge, at the
Annual General Meeting in 2008, for a period of four years. Therefore, no
auditor shall be appointed on this Annual General Meeting.

The Nomination Committee proposes that the Annual General Meeting resolves that
the fixed remuneration for each director of the Board for the period until the
close of the next Annual General Meeting shall be unchanged. Due to the
elimination of the Vice Chairman role on the Board, however, the total Board
remuneration shall be decreased from SEK 5,125,000 to SEK 4,975,000, for the
period until the close of the next Annual General Meeting, of which SEK
1,200,000 shall be allocated to the Chairman of the Board, SEK 450,000 to each
of the directors of the Board and total SEK 625,000 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 Audit 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. 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 2011
shall be performed by a Nomination Committee. The Nomination Committee will be
formed during October 2010 in consultation with the largest shareholders of the
Company as per 30 September 2010. 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 2010 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 may be appointed after consultation with the largest shareholders of the
Company. However, unless there are special circumstances, there shall not be
changes in the composition of the Nomination Committee if there are only
marginal changes in the number of votes, or if a change occurs less than three
months prior to the Annual General Meeting. 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.

DIVIDENDS (Item 8)

The Board of Directors proposes an ordinary dividend of SEK 3.85 per share and
an extraordinary dividend of SEK 2 per share, in total SEK 5.85 per share. The
record date is proposed to be Thursday 20 May 2010. The dividend is estimated to
be paid out by Euroclear Sweden on 25 May 2010.

GUIDELINES FOR REMUNERATION TO THE SENIOR EXECUTIVES (Item 14)

The Board proposes the following guidelines for determining remuneration for
senior executives for 2010, to be approved by the Annual General Meeting in May
2010.

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.

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 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 premium can 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.

PROPOSAL TO IMPLEMENT AN INCENTIVE PROGRAMME (Item 15)

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 15 (a) - 15 (b)
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 15 (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 150 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 2009
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 2010 - 31
March 2013 (the "Measure Period"), the participant maintaining the employment
within the Tele2 group at the date of the release of the interim report January
- March 2013 and subject to the participant maintaining the invested shares,
each right entitles the employee to receive one Class B share in the Company.
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 rights are divided into (i) Series A rights; retention shares, (ii) Series B
rights; performance shares and (iii) Series 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:

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

Series B          average normalised return of capital employed (ROCE); with a
minimum hurdle of 15 percent during the Measure Period and a stretch target of
ROCE 18 percent; and

Series C          TSR compared with a peer group including Elisa, KPN, Millicom,
Mobistar, MTS - Mobile Telesystems, Telenor, Telia Sonera, Turkcell 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 234,000 shares and entitling
up to 1,032,000 rights whereof 234,000 retention rights and 798,000 performance
rights. The participants are divided into different categories and in accordance
with the above, the Plan will comprise the following number of shares and
maximum number of rights for the different categories: the CEO can acquire up to
8,000 shares within the Plan and 1 Series A right per invested share, 3 Series B
and C rights each per invested share, senior executives and key employees
(approx. 10 persons) can acquire up to 4,000 shares within the Plan and 1 Series
A right per invested share, 2.5 Series B and C rights each per invested share,
category 1 (approx. 30 persons) can acquire up to 2,000 shares within the Plan
and 1 Series A right per invested share, 1.5 Series B and C rights each per
invested share, category 2 (approx. 40 persons) can acquire up to 1,500 shares
within the Plan and 1 Series A right per invested share, 1.5 Series B and C
rights each per invested share and category 3 (about 70 persons) can acquire up
to 1,000 shares within the Plan and 1 Series A right per invested share, 1.5
Series B and C rights each per invested share.

The participant's maximum profit per right in the Plan is limited to SEK 529,
five times the average closing share price of the Tele2 Class B shares during
February 2010 (SEK 105,90). If the value of the rights exceeds SEK 529 at
vesting, the number of shares for each right which the participant is entitled
to will be reduced correspondingly. The maximum dilution is up to 0.27 percent
in terms of shares outstanding, 0.19 percent in terms of votes and 0.10 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 are shareholders in the Company. 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 resolves that maximum 1,180,000 Class C shares
held by the company after reclassification into Class B shares may be
transferred to the participants under the Plan.

The above proposal is supported by major shareholders.

TRANSFER OF OWN CLASS B SHARES (item 15 (b))

The Board of Directors proposes that the Annual General Meeting resolves that
maximum 1,180,000 Class C shares held by the company after 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 RESOLVE ON REPURCHASE AND TRANSFER
OF OWN SHARES (Item 16)

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 repurchasing 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 repurchase 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 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.

SHARES AND VOTES

There are a total number of 446,199,339 shares in the Company, whereof
20,991,670 Class A shares, 419,409,669 Class B shares and 5,798,000 Class C
shares, corresponding to a total of 635,124,369 votes. The Company currently
holds 5,798,000 of its own Class C shares corresponding to 5,798,000 votes,
which cannot be represented at the Annual General Meeting.

OTHER INFORMATION

Valid resolutions under item 16 above require approval of shareholders
representing at least two-thirds of the shares and number of votes represented
at the Annual General Meeting. Valid resolutions under items 15 (a) and 15 (b)
above require approval of shareholders representing at least nine-tenth of the
shares and the numbers of votes represented at the Annual General Meeting. Items
15 (a) and (b) are conditional upon each other. From Monday 3 May 2010 at the
latest, the complete text of the proposals of the Board of Directors will be
made available at the Company's website at www.tele2.com
<http://www.tele2.com/>, and at the Company's premises at Skeppsbron 18 in
Stockholm. Shareholders who wish to receive these documents may notify the
Company, whereupon the documents will be sent by post or by e-mail.

The Annual General Meeting will mainly be held in Swedish. As a service to the
shareholders, simultaneous interpretation from Swedish to English as well as
from English to Swedish will be provided.




Schedule for the Meeting

12 noon. The doors open for shareholders.
1 p.m. The Annual General Meeting commences.




                             Stockholm, April 2010

                     Tele2 AB (publ) the Board of Directors



[HUG#1403866]