NOTICE TO ATTEND THE ANNUAL GENERAL MEETING IN COM HEM

The shareholders of Com Hem Holding AB (publ), company reg. no. 556858-6613,
("Com Hem" or the "Company") are hereby invited to attend the annual general
meeting (the "AGM") to be held on Thursday, 19 May 2016, at 16.00 (CET) at
Lundqvist & Lindqvist Konferens, Klarabergsviadukten 90 in Stockholm.
Registration for the AGM will commence at 15.00 (CET).

Notice of attendance etc.

Shareholders who wish to attend the AGM must be recorded in the share register
maintained by Euroclear Sweden AB on Friday, 13 May 2016, and give notice of
their attendance no later than on Friday, 13 May 2016. Notice of attendance can
be made at www.comhemgroup.com/agm2016, or by telephone to +46 (0) 8 402 92 48
(weekdays 9.00 - 16.00 (CET)), or by mail to the following address:

Com Hem Holding AB (publ)
c/o Euroclear Sweden AB
Box 191
SE-101 23 Stockholm
Sweden

When giving notice of attendance, please state your name, address, telephone
number, personal identity number/corporate identity number and shareholding and,
if applicable, representation by proxy and the number of any assistants (no more
than two). This information will only be used for preparation of the voting
list.

Shareholders represented by proxy must issue a power of attorney for their
representative, such power of attorney to be signed and dated by the
shareholder. The power of attorney (in original) should in due time prior to the
AGM be submitted to the address set out above. If the power of attorney is
issued by a legal entity, a certified copy of the legal entity's certificate of
registration must be enclosed, or if such document does not exist, a
corresponding document of authority. A template power of attorney in Swedish
will be available at www.comhemgroup.com/agm2016 and will also be sent to
shareholders upon request.

Nominee registered shares

Shareholders with nominee registered shares must, in order to be entitled to
participate in the AGM, temporarily have their shares registered in their own
name with Euroclear Sweden AB. Such registration must be effective no later than
as of Friday, 13 May 2016. This means that shareholders, in due time before that
day, should notify their bank or broker.

Entrance cards

Entrance cards, to be presented at the entrance to the AGM, will be distributed
as of 14 May 2016 and onwards, to those shareholders who have notified their
attendance. Where an entrance card has not been received in due time prior to
the AGM, an entrance card can be obtained at the entrance to the meeting
premises.

Proposed agenda

1. Opening of the meeting

2. Election of the chairman of the meeting

3. Preparation and approval of the voting list

4. Approval of the agenda

5. Election of one or two persons to verify the minutes

6. Determination as to whether the meeting has been duly convened

7. Presentation of

(a) the annual report and the auditor's report; and

(b) the consolidated accounts and the auditor's report over the
consolidated accounts

8. Report by the CEO and questions from the shareholders

9. Resolution on:

(a) adoption of the profit and loss account and the balance sheet as well
as the consolidated profit and loss account and the consolidated balance sheet;

(b) appropriation of the Company's profit as stated in the adopted balance
sheet and record date for dividend; and

10. Report on the work of the nomination committee

11. Determination of the number of members of the Board and deputy members of
the Board

12. Determination of the number of auditors and deputy auditors

13. Determination of the remuneration to the members of the Board and the
auditor

14. Election of members of the Board and the chairman of the Board:

(a) Re-election of Andrew Barron as member of the Board;

(b) Re-election of Nicholas Stathopoulos as member of the Board;

(d) Re-election of Monica Caneman as member of the Board;

(e) Re-election of Eva Lindqvist as member of the Board;

(f) Re-election of Anders Nilsson as member of the Board; and

(g) Re-election of Andrew Barron as Chairman of the Board.

15. Election of auditor

16. Resolution on the nomination committee

17. Resolution on the Board's proposal for guidelines for remuneration to senior
executives

18. on the Board's proposal regarding a long-term share savings incentive
program 2016 (LTIP 2016) and transfer of shares under LTIP 2016

19. Resolution on the Board’s proposal for transfer of shares under LTIP 2015

20. Resolution on the Board's proposal for authorization for the Board to
resolve on acquisition of own shares

21. Resolution on the Board’s proposal on:

(a) reduction of the share capital by way of cancellation of own shares;

(b) increase of the share capital by way of bonus issue; and;

22. Closing of the meeting

The nomination committee:

The nomination committee prior to the AGM has been comprised of Pierre Stemper
(appointed by Norcell S.à.r.l.), chairman, Erik Durhan (appointed by Nordea
Funds), Henry Guest (appointed by Adelphi Capital LLP) and Andrew Barron
(Chairman of the Board).

The members of the nomination committee have been appointed by shareholders who
jointly hold approximately 43 percent of the shares and votes in the Company.

Proposed resolutions etc.

Item 2 – Election of the chairman of the meeting

The nomination committee proposes that Hans Svensson, member of the Swedish Bar
Association, is elected as chairman of the meeting.

Item 9 (b) – Appropriation of the Company's profit as stated in the adopted
balance sheet and record date for dividend

The Board proposes that of the available profit and unrestricted reserves,
amounting to approximately SEK 8,046 million, approximately SEK 296 million is
distributed as dividend and the remaining amount of approximately SEK 7,750
million is carried forward. The amount to be distributed as dividend is based on
the number of outstanding shares as of 31 December 2015. The Board thus proposes
a 50 percent increase of the previous year’s dividend, from SEK 1 per share to a
dividend of SEK 1.50 per share and proposes Monday, 23 May 2016, as record date
for the dividend. If the AGM resolves in accordance with the proposal, it is
expected that Euroclear Sweden AB will distribute the dividend payment on
Thursday, 26 May 2016.

Item 11 – Determination of the number of members of the Board and deputy members

The nomination committee proposes that the Board shall consist of unchanged six
board members to be elected by the AGM, without any deputy members.

Item 12 – Determination of the number of auditors and deputy auditors

The nomination committee proposes that one registered accounting firm shall be
elected as auditor, without any deputy auditors.

Item 13 – Determination of the remuneration to the members of the Board and the
auditor

The nomination committee proposes a total remuneration to the Board of SEK
3,689,000 (unchanged), to be allocated as follows:

· SEK 3,214,000 (unchanged), whereof SEK 1,814,000 (unchanged) to the chairman
of the Board and SEK 350,000 (unchanged) to each of the four other members of
the Board who are not employed by the Company; and
· SEK 475,000 (unchanged) as additional remuneration for work in the
committees of the Board, to be allocated as follows:
· SEK 110,000 (unchanged) to the chairman of the audit
committee and SEK 80,000 (unchanged) to each of the two other members, and
· SEK 85,000 (unchanged) to the chairman of the remuneration
committee and SEK 60,000 (unchanged) to each of the two other members.

The nomination committee furthermore proposes that the auditor's fees shall be
paid upon approval of their invoice.

Item 14 – Election of members of the Board and the chairman of the Board

For the period up until the end of the next AGM, the Nomination Committee
proposes re-election of:

(a) Andrew Barron as Member of the Board;

(b) Nicholas Stathopoulos as Member of the Board;

(d) Monica Caneman as Member of the Board;

(e) Eva Lindqvist as Member of the Board;

(f) Anders Nilsson as Member of the Board; and

(g) Andrew Barron as Chairman of the Board.

Item 15 – Election of auditor

The nomination committee proposes re-election of the registered accounting firm,
KPMG AB, for the period until the end of the next AGM.

KPMG AB has informed that, subject to the approval of the proposal from the
nomination committee regarding auditor, the authorized public accountant Tomas
Gerhardsson will be the auditor in charge for the audit.

Item 16 – Resolution on the nomination committee

The Nomination Committee proposes that until the general meeting resolves
otherwise, a Nomination Committee shall be appointed by the representatives of
the three largest shareholders listed in the Company's share register kept by
Euroclear Sweden AB, as of 30 September, as well as the Chairman of the Board.
In the assessment of the three largest shareholders by voting rights, a group of
shareholders shall be regarded as one single shareholder provided that they (i)
have been grouped in the Euroclear Sweden system or (ii) have made public and
notified the Company in writing that they have agreed in writing on a long term
joint view on the management of the Company by the way of coordinating the use
of their voting rights.

If one or more shareholders do not wish to appoint a representative of the
Nomination Committee, the shareholder next in line shall be contacted. If any of
the shareholders next in line refrain from appointing a representative of the
Nomination Committee, the Chairman of the Board will only need to contact the
eight largest shareholders in order to obtain a Nomination Committee composed of
at least four members (including the Chairman of the Board). If a Nomination
Committee composed of four members (including the Chairman) is not obtained
after having contacted the eight largest shareholders, the Chairman shall
continue to contact the shareholders that are next in line until a Nomination
Committee composed of three members (including the Chairman) has been obtained.
The term “the largest shareholders" below refers to such number of the largest
shareholders which the Chairman of the Board has contacted in order to obtain a
Nomination Committee in accordance with the procedure just described.

A shareholder, who has appointed a member of the Nomination Committee, has the
right to dismiss its appointed member and appoint a new member of the Nomination
Committee.

If, earlier than two months prior to the AGM, a shareholder having appointed a
member of the Nomination Committee no longer is among the largest shareholders,
the member appointed by such shareholder shall resign and the new shareholder
who at such time is among the largest shareholders may appoint a new member. A
shareholder who has become one of the three largest shareholders later than two
months before the AGM shall, instead of having the right to appoint a member of
the Nomination Committee, have the right to appoint a co-opted member of the
Nomination Committee.

Should a member of the Nomination Committee resign more than two months before
the AGM, the shareholder who appointed the resigning member shall have the right
to appoint a new member, or if the shareholder no longer is among the largest
shareholders, the largest shareholder next in line shall have such right. Should
this occur later than two months before the AGM, the resigning member shall only
be replaced if the Nomination Committee finds it necessary.

Changes to the composition of the Nomination Committee shall be announced
immediately.

The Chairman of the Board shall convene the first meeting of the Nomination
Committee. Chairman of the Nomination Committee shall, if the members of the
committee unanimously do not agree otherwise, be the member that represents the
shareholder controlling the largest number of votes.

The Nomination Committee’s term of office extends until a new Nomination
Committee has been appointed.

The Company provides the Nomination Committee with secretarial services. The
Nomination Committee members are not entitled to remuneration, except that the
Company may cover for reasonable expenses in connection with the performance of
the Nomination Committee’s assignment.

Item 17 – Resolution on the Board's proposal for guidelines for remuneration to
senior executives

The Board of Directors of Com Hem Holding AB (publ) proposes that the annual
general meeting resolves to adopt the following guidelines for remuneration to
senior executives in Com Hem.

The total amount of remuneration for a person with a senior executive position
in Com Hem shall correspond to market practice and shall be competitive in order
to attract, motivate and retain key employees. The aim is to create incentives
for senior executives to execute strategic plans and deliver excellent operating
results and to align such persons' interests with the interests of the
shareholders.

Remuneration of the CEO and other senior executives shall consist of a fixed
salary, short-term incentives (STI) with variable remuneration paid annually in
cash which are linked to achievement of financial targets for Com Hem and
individual performance targets, and long-term incentives (LTIP) that are share
based or share linked, in addition to pension and other customary benefits.

· The fixed salary shall be based on the senior executives’ respective
competence and area of responsibility. The fixed salary shall form the basis for
any STI. The fixed salary is to be reviewed annually.
· STIs shall be based on performance in relation to established targets. The
targets shall be individual, measurable and linked to Com Hem’s financial
performance as well as to specific performances (individual targets). The CEO
has an annual STI target of 75 percent of the fixed salary. Provided significant
out-performance of the financial targets set in the budget, and of individual
targets, and approval by the board of directors, the STI for the CEO can amount
to a maximum of 169 percent of the fixed salary. The other senior executives’
have an annual STI target of up to 50 percent of the fixed salary. Provided that
the financial targets and the individual targets are significantly out
-performed, the other senior executives’ STI may amount to a maximum of 113
percent of the fixed salary.
· The vesting period for LTIPs shall be at least three years. LTIPs shall
always be based on shares or share linked instruments. LTIPs shall ensure a long
-term commitment to the development of Com Hem. Any share based LTIP will be
subject to shareholder approval before being launched.
· Other benefits may include a company car, health insurance and other
customary benefits. Other benefits shall not constitute a significant part of
the total remuneration.
· Senior executives shall be offered individual pension plans amounting to a
maximum of 30 percent of the fixed salary or in accordance with ITP (collective
agreed pension plans). Subject to approval by the board of directors, senior
executives residing abroad may be offered pension plans paid in cash
corresponding to the premium that would otherwise be payable to insurance
companies.
· In the event of termination of employment initiated by the Company, the
notice period for the CEO and the other senior executives shall be maximum 12
months.

If there are particular grounds for it in a specific case, the Board of
Directors may deviate from the guidelines.

Item 18 – Resolution on the Board's proposal regarding a long-term share savings
incentive program 2016 (LTIP 2016) and transfer of shares under LTIP 2016

The Board hereby proposes that the AGM resolves on the implementation of a long
-term share savings incentive program (LTIP 2016). The program corresponds to
the long-term share savings incentive program adopted by the AGM 2015 (LTIP
2015).

For a description of LTIP 2015 and the other share related incentive programs,
reference is made to note 6 in Com Hem’s Annual Report for 2015.

This proposal is divided into four items:

Item A: Terms of the long-term share savings incentive program (LTIP
2016).

Item B: Transfer of treasury shares as hedge for delivery of shares under
LTIP 2016.

Item C: If item B is not approved, the Board proposes that delivery of
shares under LTIP 2016 shall take place by the Company ensuring delivery via a
third party.

Item D: Other matters and reasons for the proposal etc.

A. Share Savings Program 2016 (LTIP 2016)

A.1 Introduction

The Board would like to launch a new incentive program in order to increase and
strengthen the potential for recruiting and retaining key individuals. The Board
therefore proposes that the AGM approves the implementation of a long-term share
savings incentive program 2016 (the "LTIP 2016") for senior managers and certain
other key employees within the Com Hem Group. The aim is also to use LTIP 2016
to create an individual long-term ownership of Com Hem shares among the
participants. Participants will, after a qualifying period and assuming an
investment of their own in Com Hem shares, receive allotments of additional Com
Hem shares without consideration. The number of allotted shares will depend on
the number of Com Hem shares they have purchased themselves and on the
fulfilment of certain performance targets. The term of LTIP 2016 is proposed to
be three years.

A.2 Basic features of LTIP 2016

LTIP 2016 will be directed towards senior managers and other key employees in
the Com Hem Group primarily based in Sweden. Participation in LTIP 2016 assumes
that the participant acquires and locks Com Hem shares into LTIP 2016 ("Saving
Shares"). The Board can in certain cases which the Board deems appropriate,
allow Com Hem shares already owned by the participant to qualify as Saving
Shares, on condition that they are locked into LTIP 2016 and are not included in
LTIP 2015 or any other similar incentive program.

For each acquired Saving Share, the participant shall be entitled to, after a
certain qualification period (defined below), receive an allotment of one Com
Hem share (“Matching Share”). Dependent on the fulfilment of certain performance
targets, the participant may also be entitled, to receive allotment of
additional Com Hem shares (”Performance Shares”). The participant shall not pay
any consideration for the allotted Matching Shares and Performance Shares.

A.3 Participation in LTIP 2016

The Board will decide during Q2 2016 on participation in LTIP 2016 and the
assignment of participants to a certain category.

LTIP 2016 is directed towards four categories of participants:

+---------------+-----------------+---------------+-------------------+
|Category |Saving Shares, |Matching Shares|Performance Shares |
| |average number at|maxper Saving |maxper Saving share|
| |investment |share | |
| |corresponding to | | |
| |10% of base | | |
| |salary | | |
+---------------+-----------------+---------------+-------------------+
|A (CEO) |6,566 |1.0x |6.0x |
+---------------+-----------------+---------------+-------------------+
|B (CFO and COO)|4,569 |1.0x |5.0x |
+---------------+-----------------+---------------+-------------------+
|C (other senior|2,053 |1.0x |4.0x |
|managers of the| | | |
|Company | | | |
|management, | | | |
|maximum 14 | | | |
|persons) | | | |
+---------------+-----------------+---------------+-------------------+
|D (other key |1,221 |1.0x |2.0x |
|employees, | | | |
|maximum 28 | | | |
|persons) | | | |
+---------------+-----------------+---------------+-------------------+

The above is based on a share price of SEK 74.85 (closing price as at 31 March
2016). If the market price, as at the day of launching of the program,
materially deviates from this price, the number of Saving Shares may be
adjusted. The maximum number of Saving Shares for each participant shall be
decided by the Board within the program’s maximum amount of shares. For the
respective participant, the investment in Saving Shares shall not exceed 10
percent of the participant’s annual base salary.

Any resolution on participation in or implementation of LTIP 2016 shall be
conditional on that it, in the Board’s judgement, can be offered with reasonable
administrative costs and financial effects.

A.4 Allotment of Matching Shares and Performance Shares

Allotment of Matching Shares and Performance Shares within LTIP 2016 will be
made during a limited period of time following presentation of the Interim
Report for the first quarter 2019. The period up to this date is referred to as
the qualification period (vesting period). A condition for the participant to
receive allotment of Matching Shares and Performance Shares, is that the
participant remains an employee of the Com Hem Group (and has not resigned)
during the full qualification period up until allotment and that the
participant, during this period, has kept all Saving Shares. Allotment of
Matching Shares also requires that the TSR (defined below) for the period has
been positive in absolute terms. In addition hereto, allotment of Performance
Shares requires that the performance targets for relative TSR and free cash flow
are fulfilled.

The TSR (total shareholder return) shall be calculated as the return on Com Hem
shares with reinvested dividends during the qualification period. For the
Performance Shares, the target shall be set in relation to the TSR performance
in a peer group of relevant companies. In order to have any allotment of
Performance Shares, Com Hem must reach the median value in the peer group.
Maximum allotment assumes performance that is better than 90 percent of the peer
group. Allotment will be linear for performance in-between these values. The
Board intends to include the following companies in the peer group but may
adjust the companies included if any of the companies become delisted or undergo
other significant changes that disqualify them from being part of the peer
group: Liberty Global, Telenet, Altice, TeliaSonera, Tele2, Modern Times Group
MTG, TDC, Time Warner Cable, Comcast, Charter Communications and Cablevision.
Adjustments of the peer group and calculation of TSR performance shall be
carried out by the Board after consultation with external experts.

Free cash flow shall be measured on cumulative basis for the consolidated Com
Hem Group during the term of LTIP 2016. The Board shall establish appropriate
target levels in order to make the targets relevant and challenging. Allotment
is contingent on Com Hem achieving 90 percent of the target level. The maximum
allotment will be made upon achieving 110 percent of the target level. The
target level for 2016 is set ensuring that it will only be achieved if the
Company delivers in accordance with the financial guidance made by the Company
in connection with the Year-end report for 2015.

When assessing the fulfillment of the performance targets for allotment of
Performance Shares, the Board shall allocate 60 percent to relative TSR and 40
percent to free cash flow.

Prior to the allotment of Matching Shares and Performance Shares, the Board
shall assess whether the allotment is reasonable in relation to the Company’s
financial results, position and performance, as well as other factors.

A.5 Implementation and administration etc.

The Board, or a committee established by the Board, shall in accordance with the
AGM decision:

(h) be responsible for the detailed design and implementation of LTIP 2016;

(i) prepare and execute the necessary full-text documentation to the
participants; and

(j) otherwise manage and administer LTIP 2016.

The Board may also resolve on the implementation of an alternative cash based
incentive program for participants in countries where the acquisition of Saving
Shares or allotment of Matching and/or Performance Shares is not appropriate, as
well as if otherwise considered appropriate. Such alternative incentive program
shall to the extent practically possible be designed to correspond to the terms
of LTIP 2016.

The intention is that the Board shall launch LTIP 2016 before the end of the
second quarter of 2016.

B. Transfer of treasury shares in LTIP 2016

The Board proposes that the AGM resolves that the transfer of up to 420,000 Com
Hem shares under LTIP 2016 (includes a 21 percent buffer in the event the share
price materially deviates from SEK 74.85 per share when the program is launched)
may take place in accordance with the conditions stated herein. The number is
calculated on the basis of maximum participation and fulfilment of performance
targets. Transfers of shares to participants in LTIP 2016 shall be made without
consideration on the date and under the other conditions on which participants
in LTIP 2016 are entitled to acquire shares. The number of Com Hem shares that
may be transferred under LTIP 2016 may be subject to customary recalculations as
a result of bonus issue, split, rights issue and/or similar events.

Since the Board considers that the most cost-effective and flexible method of
transferring Com Hem shares under LTIP 2016 is to transfer treasury shares (the
Company’s own holding of acquired shares), the Board proposes that the transfer
is hedged in accordance with this item B.

The reason for the deviation from the shareholders’ pre-emptive rights to
acquire the treasury shares is for the Company to hedge the delivery of shares
under LTIP 2016.

C. Agreement on delivery via a third party

The Board proposes that the AGM, should the necessary majority not be obtained
for item B above, resolves to instruct the Board to ensure that delivery of
shares to the participants in LTIP 2016 is made via a third party.

In order to cover the costs for a potential delivery of shares via a third
party, the Board will at the AGM 2018 request an authorization to resolve on
transfer of up to 420,000 shares on Nasdaq Stockholm.

D. Other matters

D.1 Majority requirements etc.

The resolution by the AGM regarding the implementation of LTIP 2016 according to
item A above shall be conditional on the AGM resolving either in accordance with
the Board’s proposal under item B above or in accordance with the Board’s
proposal under item C above.

The resolution according to items A and C above will require a majority of more
than half of the votes cast at the AGM. A valid resolution under item B above
requires that shareholders representing not less than nine-tenths of the votes
cast as well as the shares represented at the AGM approve the resolution.

D.2 Estimated costs, expenses and financial effects of
LTIP 2016

LTIP 2016 will be accounted for in accordance with “IFRS 2 – Share-based
payments”. IFRS 2 stipulates that the share allotment shall be expensed as
personnel costs during the qualification period and recognition is made directly
against equity. Personnel costs in accordance with IFRS 2 do not affect the
Company’s cash flow. Social security costs will be expensed in the income
statement according to UFR 7 during the qualification period.

Assuming a share price at the time of implementation of SEK 74.85, that 50
percent of the maximum number of Performance Shares is allotted and an annual
share price increase of 10 percent during the qualification period, the total
cost for LTIP 2016, including social security costs, is estimated to
approximately SEK 13.3 million before tax. The corresponding total cost with
full achievement of the performance targets is estimated to approximately SEK
17.7 million before tax.

LTIP 2016 will in total comprise of maximum 420,000 shares, which corresponds to
approximately 0.2 percent of the total outstanding shares and votes in the
Company. The number of shares that are included in previous and outstanding
incentive programs amounts to 182,610 shares as regards LTIP 2015 and 4,579,464
shares under the outstanding warrant programs, corresponding to approximately an
additional 2.5 percent of the total outstanding shares.

The above calculations are based on a resolution in accordance with item B, i.e.
transfer of treasury shares. To the extent that a transfer is made in accordance
with item C in order to hedge the obligations under LTIP 2016, other accounting
principles may apply.

In the view of the Board, the positive effects expected to arise from LTIP 2016,
outweigh the costs associated with LTIP 2016.

D.3 Impact on key ratios

If LTIP 2016 had been implemented in 2015 and if the performance targets had
been fully achieved in accordance with the example set out in the paragraph
above, the earnings per share for the financial year 2015 should have decreased
with SEK 0.02 on a pro forma basis.

D.4 Preparation of the proposal

This proposal to the AGM on LTIP 2016 has been designed by Com Hem’s
Remuneration Committee and the Board with the help of external advisors. With
the exception of members of staff who prepared the material on instructions from
the remuneration committee, no employee who may be a participant in LTIP 2016
has participated in preparing the terms for LTIP 2016.

D.5 The Board’s explanatory statement

The Board wishes to increase the ability of the Company to recruit and retain
key employees. Moreover, an individual long-term ownership among the
participants in LTIP 2016 is expected to stimulate greater interest and
motivation in the Company's business operations, results and strategy. The Board
believes that the implementation of LTIP 2016 will benefit the Company and its
shareholders. LTIP 2016 will provide a competitive and motivation-improving
incentive for senior managers and other key employees within the Group.

LTIP 2016 has been designed to reward the participants for increased shareholder
value by allotting shares, based on the fulfilment of conditions in respect of
results and operations. Allotments shall also require a private investment by
each respective participant through the acquisition of shares by them at market
price. By linking the employees' remuneration to an improvement in the Company's
results and value, the long-term value growth of the Company is rewarded. Based
on these circumstances, the Board considers that the implementation of LTIP 2015
will have a positive effect on the Com Hem Group's continued development, and
will thus be beneficial to the shareholders and the Company.

Item 19 – Resolution on the Board's proposal regarding transfer of shares under
LTIP 2015

The AGM 2015 did not approve the Board’s proposal on transfer of treasury shares
to the participants of LTIP 2015, despite that the AGM approved the actual
program. Nonetheless, the Board is of the opinion that this is the most cost
-efficient way to fulfil the Company’s obligations, and therefore again proposes
that the AGM resolves to transfer the Company’s treasury shares to the
participants of LTIP 2015.

For a detailed description of LTIP 2015, reference is made to note 6 in the
annual report of Com Hem for 2015. LTIP 2015 has a similar structure and design
as the proposal for LTIP 2016 above, including performance targets of relative
TSR and cash flow. Included in the peer group for relative TSR, are the eleven
international and Nordic telecom and cable companies, as stated above under the
proposal for LTIP 2016. For allotment of Performance Shares, Com Hem must
achieve the peer group median (resulting in a 30 percent allotment) and for
maximum allotment, Com Hem must perform better than 90 percent of the peer
group. Between these values, allotment will be made linear. The assessment
period is from May 2015 until May 2018. For the sub-period May to December 2015,
Com Hem’s relative TSR performance was higher than nine companies of the peer
group, corresponding to 82 percent of the peer group.

The performance target for cash flow is measured on a cumulative basis over the
financial years 2015-2017 and is based on the audited consolidated financial
statements for the consolidated Com Hem Group. The Board has determined
appropriate target levels for cash flow (defined as cash flow excluding
financing activities) for all years, based on the Company’s business plan and in
line with the Company’s financial guidance of mid-single-digit growth of
Underlying EBITDA, and total capex of SEK 1-1.1 billion per year. To be eligible
for Performance Share allotment, Com Hem must achieve 90 percent of the
cumulative target levels for the financial years 2015-2017 (resulting a 30
percent allotment), and for maximum allotment, cumulative cash flow must be 110
percent of the cumulative target level. For the 2015 financial year, the actual
cash flow was 121 percent of the target level, due to a temporary low level of
investment during the second half of the year (total capex of SEK 991 million
for the financial year) and a positive change in working capital of SEK 100
million for the year. Underlying EBITDA outcome was in line with the target for
the year.

Thus, the Board proposes that the AGM resolves on a transfer of up to 182,610
Com Hem shares under LTIP 2015, in accordance with the conditions specified
herein. The number is calculated on the basis of actual participation and
fulfilment of the performance targets to date.

Transfer of shares shall be made without consideration to participants in LTIP
2015 at the time and on the conditions, on which the participants in LTIP 2015
may acquire shares. The number of Com Hem shares that may be transferred under
LTIP 2015 may be subject to recalculation as a result of bonus issue, split,
rights issue and/or similar events.

The reason for the deviation from the shareholders’ pre-emptive rights to
acquire the treasury shares is for the Company to hedge the delivery of shares
under LTIP 2015.

A valid resolution requires that shareholders representing not less than nine
-tenths of the votes cast as well as the shares represented at the AGM approve
the resolution.

Item 20 – Resolution on the Board's proposal for authorization for the Board to
resolve on acquisition of own shares

The Board proposes that the AGM resolves to authorize the Board to, until the
end of the next AGM, on one or more occasions, resolve on acquisition of shares
in the Company to such extent that the Company's holding at any time does not
exceed a tenth of the total number of shares in the Company. Acquisition of
shares may take place on Nasdaq Stockholm. Acquisition of shares on Nasdaq
Stockholm shall take place at a price within the officially quoted price range
at each occasion, where the price range shall refer to the interval between the
highest buying price and the lowest selling price. Payment for shares shall be
made through available funds. The purpose of this proposal is to give the Board
the possibility to, during the period until the next AGM, adjust the Company's
capital structure and to implement the long term incentive program as proposed
by the Board under item 18 above.

A valid resolution requires that shareholders representing not less than two
-thirds of the votes cast as well as the shares represented at the AGM approve
the resolution.

Item 21 – Resolution on the Board's proposal on a) reduction of the share
capital by way of cancellation of own shares , b) increase of the share capital
by way of bonus issue, and c) reduction of the share capital by way of
cancellation of own shares

a) Reduction of the share capital by way of cancellation of own shares

The Board proposes that the AGM resolves to reduce the share capital by way of
cancellation of own shares. The purpose of the reduction is allocation to
unrestricted equity to be used as resolved by the AGM in accordance with item b)
below. The reduction of the share capital shall be made by cancellation of such
own shares that are held by the Company three weeks prior to the AGM. The
reduction of the share capital may be made with no more than SEK 14,453,550 by
way of cancellation of no more than 14,000,000 shares. The exact reduction
amount and the exact number of shares proposed to be cancelled will be presented
in the complete proposal, which will be held available no later than three weeks
prior to the AGM.

The resolution to reduce the share capital under this item a) may be effectuated
without obtaining an authorization from the Swedish Companies Registration
Office or, in disputed cases, a court of general jurisdiction, as the Company
simultaneously effectuates a bonus issue, as set out under item b) below, with
an amount corresponding to no less than the amount the share capital is being
reduced with, as set out above. Combined, these measures entail that neither the
Company’s restricted equity nor its share capital is reduced.

b) Increase of the share capital by way of bonus issue

With the purpose of restoring the share capital after the proposed reduction of
the share capital, as set out under item a) above, the Board proposes that the
AGM simultaneously resolves to increase the share capital by way of a bonus
issue with an amount corresponding to no less than the amount the share capital
is reduced with by way of cancellation of shares, as set out under item a)
above. No new shares shall be issued in connection with the bonus issue. The
exact amount of the increase will be presented in the complete proposal, which
will be held available no later than three weeks prior to the AGM.

c) Reduction of the share capital by way of cancellation of own shares

The Board proposes that the AGM resolves to reduce the share capital by way of
cancellation of own shares. The purpose of the reduction is allocation to
unrestricted equity. The reduction of the share capital shall be made by
cancellation of such own shares that are held by the Company at the date of the
notification of the resolution to the Swedish Companies Registration Office. The
reduction of the share capital may be made with no more than SEK 21,333,788 by
way of cancellation of no more than 19,264,338 shares. The reduction of the
share capital is based on the highest quota value that the Company’s shares can
have following the reduction and bonus issue, as set out under items a)-b)
above.

Under the Swedish Companies Act, the resolution on reduction may only be
effectuated following filing of the resolution with the Swedish Companies
Registration Office and after authorization from the Swedish Companies
Registration Office has been obtained. The Board shall submit the resolution for
filing in the Companies Register within four months from the resolution on the
reduction of the share capital.

Resolutions by the AGM in accordance with items 21 a)-b) above shall be adopted
as a joint resolution. Resolutions in accordance with items 21 a)-c) above
require approval by shareholders representing no less than two thirds of the
votes cast as well as the shares represented at the AGM. The Board further
proposes that the AGM authorizes the Board to make such minor adjustments to the
above resolutions as may be required to file the resolutions with the Swedish
Companies Registration Office or Euroclear Sweden AB and to take such other
measures required to execute the resolutions.

Documents

The accounts and auditor's report, the complete proposals of the Board and the
Nomination Committee in respect of the above items, the Board's statement over
the proposal for authorization for the acquisition of own shares, the statement
regarding the proposed dividend and the statement regarding the proposals on
reduction of the share capital by way of cancellation of own shares and the
increase of the share capital by way of bonus issue, will be available at the
Company at the address, Fleminggatan 18, Stockholm, and on the Company's
website, www.comhemgroup.com, during a minimum of three weeks prior to the AGM,
and will also be sent to those shareholders who so request and state their
address.

Number of shares and votes in the Company

As per 31 March 2016, the number of shares and votes in the Company amounted to
206,643,376. At such point in time, the Company held 13,138,897 own shares in
the Company.

Information at the AGM

The Board and the managing director shall according to the Swedish Companies Act
(2005:551) upon request by a shareholder and where the Board is of the opinion
that it may be accommodated without significant harm to the Company provide
information at the AGM in respect of any circumstances which may affect the
assessment of a matter on the agenda and circumstances which may affect the
assessment of the Company's or a subsidiary's financial position. The duty to
provide information also applies in relation to the Company's relationship to a
group company as well as the consolidated accounts.

Stockholm in April 2016

Com Hem Holding AB (publ)

The Board of Directors

For queries, please contact:
Investors
Petra von Rohr, Director IR & Corporate Communications
Tel: +46(0)734 39 06 54
investor.relations@comhem.com

Media
Fredrik Hallstan, Head of PR
Tel: +46(0)761 15 38 30
press@comhem.com

Com Hem Holding AB discloses the information provided herein pursuant to the
Swedish Securities Markets Act (2007:528) and/or the Swedish Financial
Instruments Trading Act (1991:980). The information was submitted for
publication at 20:15 CET on April 18, 2016.

About Com Hem
Com Hem offers broadband, TV, play and telephony services to Swedish households
and companies. Approximately 40 percent of the country’s households are
connected to Com Hem’s network, making Com Hem an important driver of digital
Sweden. We offer broadband speeds of up to 1 Gbit /s and a wide range of
channels via digital TV at home or mobile via Com Hem Play. The company was
founded in 1983 and has approximately 1,200 employees including about 700
employees within customer service. Com Hem is headquartered in Stockholm and
operates through three subsidiaries; Com Hem AB, Phonera Företag AB and iTUX
Communication AB. In 2015, Group sales totaled SEK 5,000 million. Since 2014 the
Com Hem share is listed on Nasdaq Stockholm. www.comhemgroup.se.

NOTICE TO ATTEND THE ANNUAL GENERAL MEETING IN COM HEM HOLDING AB (PUBL)

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