NOTICE TO ATTEND THE ANNUAL GENERAL MEETING

The shareholders of Tele2 AB (publ) are hereby invited to the Annual General
Meeting on Tuesday 24 May 2016 at 10.00 a.m. CET at the Hotel Rival, Mariatorget
3 in Stockholm.
NOTICE ETC.

Shareholders who wish to attend the Annual General Meeting shall

  · be entered in the share register maintained by Euroclear Sweden on Wednesday
18 May 2016,
  · give notice of their attendance no later than Wednesday 18 May 2016,
preferably before 1.00 p.m. CET. Notice to attend is to be made on the company's
website at www.tele2.com, by telephone to +46 (0) 771 246 400 or by mail to
Computershare AB "AGM Tele2", P.O. Box 610, SE-182 16 Danderyd, Sweden.

Shareholders shall in their notice to attend state name, personal identification
number or company registration number, address, phone number and advisors, if
applicable. Shareholders whose shares are registered in the names of nominees
must temporarily re-register such shares in their own name in order to be
entitled to attend the Annual General Meeting. In order for such re-registration
to be completed on Wednesday 18 May 2016 the shareholder must inform their
nominees well before that day. Shareholders attending by a proxy or a
representative should send documents of authorisation to the mail address above,
well before the Annual General Meeting. A template proxy form is available on
the company's website www.tele2.com. Shareholders cannot vote or, in other way,
attend the Annual General Meeting by remote access.

PROPOSED AGENDA

1. Opening of the Annual General Meeting.

2. Election of Chairman of the Annual General Meeting.

3. Preparation and approval of the voting list.

4. Approval of the agenda.

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

6. Determination of whether the Annual General Meeting has been duly convened.

7. Remarks by the Chairman of the Board.

8. Presentation by the Chief Executive Officer.

9. Presentation of the annual report, the auditor's report and the consolidated
financial statements and the auditor's report on the consolidated financial
statements.

10. Resolution on the adoption of the income statement and the balance sheet and
of the consolidated income statement and the consolidated balance sheet.

11. Resolution on the proposed treatment of the company's earnings as stated in
the adopted balance sheet.

12. Resolution on the discharge of liability for the members of the Board and
the Chief Executive Officer.

13. Determination of the number of members of the Board.

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

15. Election of Board members;

(a) Lorenzo Grabau (re-election, proposed by the Nomination Committee).

(b) Irina Hemmers (re-election, proposed by the Nomination Committee).

(c) Eamonn O'Hare (re-election, proposed by the Nomination Committee).

(d) Mike Parton (re-election, proposed by the Nomination Committee).

(e) Carla Smits-Nusteling (re-election, proposed by the Nomination Committee).

(f) Sofia Arhall Bergendorff (new election, proposed by the Nomination
Committee).

(g) Georgi Ganev (new election, proposed by the Nomination Committee).

(h) Cynthia Gordon (new election, proposed by the Nomination Committee).

16. Election of the Chairman of the Board.

17. Determination of the number of Auditors and election of Auditor.

18. Approval of the procedure of the Nomination Committee.

19. Resolution regarding guidelines for remuneration to senior executives.

20. Resolution regarding a long-term incentive plan, including the following
resolutions:

(a) adoption of an incentive programme;

(b) authorisation to resolve on new issue of Class C shares;

(c) authorisation to resolve on repurchase of own Class C shares; and

(d) transfer of own Class B shares.

21. Resolution to authorise the Board to resolve on repurchase of own shares.

22. Resolution regarding amendments of the Articles of Association.

23. Resolutions regarding shareholder Thorwald Arvidsson's proposals (a)-(q).

24. Resolutions regarding shareholder Karolis Stasiukynas' proposal.

25. Resolutions regarding shareholder Martin Green's proposal.

26. Closing of the Annual General Meeting.

RESOLUTIONS PROPOSED BY THE NOMINATION COMMITTEE

Election of Chairman of the Annual General Meeting (item 2)
The Nomination Committee proposes that Wilhelm Lüning, member of the Swedish Bar
Association, is elected to be the Chairman of the Annual General Meeting.

Determination of the number of members of the Board and election of the members
of the Board and the Chairman of the Board (items 13, 15(a)-(h) and 16)
The Nomination Committee proposes that the Board shall consist of eight members.

The Nomination Committee proposes that Lorenzo Grabau, Irina Hemmers, Eamonn
O’Hare, Mike Parton, and Carla Smits-Nusteling shall be re-elected as members of
the Board, and that Sofia Arhall Bergendorff, Georgi Ganev and Cynthia Gordon
shall be elected as new members of the Board.

The Nomination Committee proposes that Mike Parton shall be re-elected as
Chairman of the Board.

Determination of the remuneration to the members of the Board and the auditor
(item 14)
The Nomination Committee proposes that the remuneration for Board work and
Committee work shall remain unchanged for the period until the close of the next
Annual General Meeting.

Accordingly, the Nomination Committee proposes that SEK 1,430,000 is to be
allocated to the Chairman of the Board and SEK 550,000 to each of the other
seven members of the Board. For work within the Committees of the Board, the
Nomination Committee proposes a total of SEK 724,000 of which for work within
the Audit Committee SEK 210,000 shall be allocated to the Chairman and SEK
105,000 to each of the other three members. For work within the Remuneration
Committee SEK 79,000 shall be allocated to the Chairman and SEK 40,000 to each
of the other three members.

The Nomination Committee’s proposal represents a total Board remuneration of SEK
6,004,000.

The Nomination Committee proposes that remuneration to the auditor shall be paid
in accordance with approved invoices.

Determination of the number of Auditors and election of Auditor (item 17)
The Nomination Committee proposes that the company shall have a registered
accounting firm as auditor and that the registered accounting firm Deloitte AB
shall be re-elected as auditor until the close of the 2017 Annual General
Meeting. Deloitte AB has informed Tele2 that the authorised public accountant
Thomas Strömberg will be appointed as auditor-in-charge if Deloitte AB is re
-elected as auditor.

The term of office is conditional upon that the Annual General Meeting resolves
to amend the Articles of Association on term-of-office from four (4) years to
one (1) year in accordance with item 22 on the agenda.

Approval of the procedure of the Nomination Committee (item 18)
The Nomination Committee proposes that the work of preparing proposals to the
2017 Annual General Meeting regarding the Board and auditor, in the case that an
auditor should be elected, and their remuneration, Chairman of the Annual
General Meeting and the procedure for the Nomination Committee shall be
performed by a Nomination Committee.

The Nomination Committee will be formed during September 2016 in consultation
with the largest shareholders of the company as per 31 August 2016. The
Nomination Committee will consist of at least three members appointed by the
largest shareholders of the company who have wished to appoint a member. The
Chairman of the Board 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 is appointed for a term of office commencing at the
time of its formation in September 2016 and ending when a new Nomination
Committee is formed. If a member resigns during the Committee term, the
Nomination Committee may choose to appoint a new member. The shareholder that
appointed the resigning member shall in such case be asked to appoint a new
member, provided that the shareholder still is one of the largest shareholders
in the company. If that shareholder declines participation on the Nomination
Committee, the Committee may choose to ask the next largest qualified
shareholder to participate. In the event of changes to the ownership structure
of the company, the Committee may choose to amend its composition in order to
ensure that the Committee appropriately reflects the ownership of the company.
However, unless there are special circumstances, the composition of the
Nomination Committee may remain unchanged following changes in the ownership
structure of the company that are either minor or occur less than three months
prior to the 2017 Annual General 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 and related travel if deemed
necessary.

RESOLUTIONS PROPOSED BY THE BOARD

Dividend (item 11)
The Board proposes a dividend of SEK 5.35 per share. The record date for
dividend is proposed to be on Thursday 26 May 2016. If the Annual General
Meeting resolves in accordance with the proposal the dividend is estimated to be
paid out to the shareholders on Tuesday 31 May 2016.

Guidelines for remuneration to senior executives (item 19)
The Board proposes the following guidelines for determining remuneration for
senior executives.

The objectives of Tele2’s 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 the
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 Leadership Team ("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 to increase the proportion of
variable performance-based compensation as a component of the senior executives’
total compensation.

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

The senior executives are offered defined contribution pension plans. Defined
contributions for pensions to the CEO can amount to a maximum of 25 percent of
the annual salary (base salary and STI). For the other senior executives defined
contributions for pensions can amount to a maximum of 20 percent of the senior
executive's annual salary (base salary and STI).

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.

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

Board members, elected at General Meetings, may in certain cases receive a fee
for services performed within their respective areas of expertise, outside of
their Board duties. Compensation for these services shall be paid at market
terms and be approved by the Board.

In accordance with the Swedish Corporate Governance Code the Remuneration
Committee within the Board monitors and evaluates the application of the
guidelines for remuneration to the senior executives established by the Annual
General Meeting. Also, the company's auditor has, pursuant to Ch 8 Sec 54 of the
Companies Act (2005:551), provided a statement with respect to whether there has
been compliance with the guidelines for remuneration to the senior executives
which have been applied during 2015. The Remuneration Committee's evaluation and
the auditor's review states that Tele2 during 2015 has complied with the
guidelines for remuneration which has been adopted by the Annual General
Meeting.

Incentive programme (items 20(a)-(d))
The Board proposes that the Annual General Meeting resolves to adopt a retention
and performance based incentive programme in accordance with items 20(a)-(d)
below. Since the resolutions are conditional upon each other they are proposed
to be adopted in connection with each other.

Adoption of an incentive programme (item 20(a))

Summary of the programme
The Board proposes that the Annual General Meeting resolves to adopt a retention
and performance based incentive programme (the "Plan"), based on the same
structure as last year. The Plan is proposed to include in total approximately
200 senior executives and other key employees within the Tele2 group. The
participants in the Plan are required to hold Tele2 shares. These shares can
either be shares already held or shares purchased on the market in connection
with the notification to participate in the Plan. The participants will
thereafter be granted free of charge retention and performance rights on the
terms stipulated below.

In the event delivery of shares under the Plan cannot be achieved at reasonable
costs, with reasonable administrative efforts or due to market conditions,
participants may instead be offered a cash-based settlement.

The rationale for the proposal
The objective of the proposed Plan is to create conditions for retaining
competent employees in the Tele2 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 in Tele2 shares, be it shares already held or shares
purchased on the market in connection the application to participate in the
Plan.

By offering an allotment of 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 value growth in the company. Against this background, the Board is
of the opinion that the adoption of the Plan will have a positive effect on the
Tele2 group’s future development and thus be beneficial for both the company and
its shareholders.

Personal investment
In order to participate in the Plan, the employees have to own Tele2 shares.
These shares can either be shares already held, provided that the shares are not
used as investment shares under the equity-related incentive programmes for the
years 2014 or 2015, or shares purchased on the market in connection with
notification to participate in the Plan. The maximum number of shares that the
employee can hold under the Plan will correspond to approximately 8-13 per cent
of the employee’s annual base salary as further described below. For each Tele2
share held under the Plan, the participants will be granted retention and
performance rights by the company.

General terms and conditions
Subject to fulfilment of certain retention and performance based conditions
during the period 1 April 2016 – 31 March 2019 (the "Measurement Period") and
the participant maintaining at the release of the interim report January – March
2019 the invested shares and, with certain exceptions, the employment within the
Tele2 group, each right entitles the participant to receive one Tele2 Class B
share. The retention and performance rights do not entitle the holder to receive
dividends, but in order to align the participants’ and the shareholders’
interests, the company will compensate the participants for any dividends paid
on the underlying share during the Measurement Period by increasing the number
of shares that each retention and performance right entitles to at the end of
the vesting period. It should be noted that the participants in the Plan will
not be compensated for dividend proposed at the Annual General Meeting 2016.

Retention and performance conditions
The rights are divided into Series A (retention rights) and Series B and C
(performance rights). The number of Class B shares the respective participant
will receive after vesting depends on which category the participant belongs to
and on the fulfilment of the following defined retention and performance based
conditions:

Series A The total shareholder return on the Tele2 share (TSR) during the
Measurement Period exceeding 0 per cent as entry level.

Series B Tele2’s average normalised return of capital employed (ROCE) during the
Measurement Period being at least 5.5 per cent as entry level and at least 8 per
cent as the stretch target.

Series C The total shareholder return on the Tele2 shares (TSR) during the
Measurement Period being equal to the median TSR for a peer group comprising
Elisa, Iliad, Millicom International Cellular, TalkTalk Telecom Group, Telenor,
TeliaSonera and TDC as entry level, and exceeding the median TSR for the peer
group with 10 percentage points as the stretch target.

The determined levels of the conditions include an “entry” level and a “stretch”
target with a linear interpolation applied between those levels as regards the
number of rights that vest. The entry level constitutes the minimum level which
must be reached in order to enable vesting of the rights in the relevant series.
If the entry level is reached, the number of rights that vests and give right to
Class B shares is proposed to be 100 per cent for Series A, 20 per cent for
Series B and 50 per cent for Series C. If the entry level is not reached for a
certain series, all retention or performance rights (as applicable) in that
series lapse. If stretch target for Series B and Series C is met, all retention
or performance rights (as applicable) vest in the relevant series. The Board
intends to disclose the outcome of the retention and performance based
conditions in the annual report for the financial year 2019.

Retention and performance rights
The retention and performance rights shall be governed by the following terms
and conditions:

  · Granted free of charge after the Annual General Meeting 2016.
  · Vest three years after grant (vesting period).
  · May not be transferred or pledged.
  · Each right entitles the participant to receive one Tele2 Class B share after
the three year vesting period, if the participant, with certain exceptions,
maintains the employment within the Tele2 group and the invested shares at the
release of the interim report for the period January – March 2019.
  · In order to align the participants’ and the shareholders’ interests, the
company will compensate the participants for any dividends paid by increasing
the number of Class B shares that each retention and performance right entitles
to at the end of the vesting period. It can be noted that the participants in
the Plan will not be compensated for dividend proposed at the Annual General
Meeting 2016.

Preparation and administration
The Board, or a committee established by the Board for these purposes, shall be
responsible for preparing the detailed terms and conditions of the Plan, in
accordance with the mentioned terms and guidelines. To this end, the Board shall
be entitled to make adjustments to meet foreign regulations or market
conditions. The Board may also make other adjustments if significant changes in
the Tele2 group or its operating environment would result in a situation where
the decided terms and conditions of the Plan no longer serve their purpose. The
Board’s possibility to make such adjustments does not include the grant of
continued participation for senior executives in the company’s long-term
incentive programmes after the termination of their respective employments.

Allocation
In total, the Plan is estimated to comprise up to 319,500 Tele2 shares held by
the participants entitling to allotment of up to 1,512,000 rights whereof
319,500 retention rights and 1,192,500 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: may acquire up to 10,000 shares within the Plan, entitling the
holder to allotment of 1 Series A right and 4.5 rights each of Series B and C
per invested share, which entitles the holder to receive a maximum of 10,000
Series A rights and 45,000 rights each of Series B and C;
  · senior executives and certain key employees (approximately 8 individuals)
are divided into two subcategories where category (i) (approximately 4
individuals) may acquire up to 7,500 shares each within the Plan, entitling the
holder to allotment of 1 Series A right and 3.5 rights each of Series B and C
per invested share, which entitles the holder to receive a maximum of 7,500
Series A rights and 26,250 rights each of Series B and C. Category (ii)
(approximately 4 individuals) may acquire up to 4,500 shares each within the
Plan, entitling the holder to allotment of 1 Series A right and 3 rights each of
Series B and C per invested share, which entitles the holder to receive a
maximum of 4,500 Series A rights and 13,500 rights each of Series B and C;
  · category 1 (approximately 44 individuals in total): may acquire up to 2,000
shares each within the Plan, entitling the holder to allotment of 1 Series A
right and 1.5 rights each of Series B and C per invested share, which entitles
the holder to receive a maximum of 2,000 Series A rights and 3,000 rights each
of Series B and C;
  · category 2 (approximately 53 individuals in total): may acquire up to 1,500
shares each within the Plan, entitling the holder to allotment of 1 Series A
right and 1.5 rights each of Series B and C per invested share, which entitles
the holder to receive a maximum of 1,500 Series A rights and 2,250 rights each
of Series B and C; and
  · category 3 (approximately 94 individuals in total): may acquire up to 1,000
shares each within the Plan, entitling the holder to allotment of 1 Series A
right and 1.5 rights each of Series B and C per invested share, which entitles
the holder to receive a maximum of 1,000 Series A rights and 1,500 rights each
of Series B and C.

Scope and costs of the Plan
The Plan will be accounted for in accordance with IFRS 2 which stipulates that
the rights should be recorded as a personnel expense in the income statement
during the vesting period. Based on the assumptions of a share price of SEK
69.95 (closing share price of the Tele2 Class B shares on 31 March 2016 of SEK
75.30 less deduction for the proposed dividend of SEK 5.35 per share), a maximum
participation, an annual employee turnover of 7 per cent among the participants
of the Plan, an average fulfilment of performance conditions of approximately 50
per cent, and full vesting of retention rights, the cost for the Plan, excluding
social security costs, is estimated to approximately SEK 47 million. The cost
will be allocated over the years 2016-2019. At a 100 per cent fulfilment of the
performance conditions the cost is approximately SEK 60 million.

Social security costs will also be recorded as a personnel expense in the income
statement by current reservations. The social security costs are estimated to
around SEK 28 million with the assumptions above (approximately SEK 43 million
at a 100 per cent fulfilment of the performance conditions), an average social
security tax rate of 33 per cent and an annual share price increase for Tele2’s
Class B shares of 10 per cent during the vesting period.

The participant’s maximum profit per right in the Plan is limited to SEK 256,
which equals four times the average closing share price of the Tele2 Class B
shares during February 2016 with deduction for the proposed dividend. If the
value of the Tele2 Class B shares exceeds SEK 256 at vesting, the number of
Class B shares that each right entitles the participant to receive will be
reduced correspondingly. The maximum dilution is up to 0.41 per cent of
outstanding shares, 0.29 per cent of votes and 0.24 per cent in terms of costs
for the Plan as defined in IFRS 2 divided by Tele2’s market capitalisation,
excluding the dividend proposed to the Annual General Meeting 2016. Together
with rights granted under the shares based incentive programmes for the years
2013, 2014 and 2015, the maximum dilution is up to 1.00 per cent of outstanding
shares and 0.71 per cent of votes.

If the maximum profit of SEK 256 per right is reached, all invested shares are
retained under the Plan and a fulfilment of the performance conditions of 100
per cent, the maximum cost of the Plan as defined in IFRS 2 is approximately SEK
74 million and the maximum social security cost is approximately SEK 128
million.

For information on Tele2’s other equity-related incentive programmes, reference
is made to the annual report for 2015, note 33.

Effect on key ratios
If the Plan had been introduced in 2015 with the assumptions above, the impact
on basic earnings per share would have resulted in a dilution of 0.8 per cent or
from SEK 2.82 to SEK 2.80 on a pro forma basis.

The annual cost of the Plan including financing costs and social charges is
estimated to approximately SEK 26 million given the above assumptions. This cost
can be related to the company’s total personnel costs, including social charges,
of SEK 3,417 million in 2015.

Delivery of shares under the Plan
To ensure the delivery of Tele2 Class B shares under the Plan as well as other
outstanding equity-related incentive programmes, the Board proposes that the
Annual General Meeting resolves to authorise the Board to resolve on a directed
issue of Class C shares to Nordea Bank AB (publ) in accordance with item 20(b),
and further to authorise the Board to subsequently resolve to repurchase the
Class C shares from Nordea Bank AB (publ) in accordance with item 20(c). The
Class C shares will then be held by the company, whereafter the appropriate
number of Class C shares will be reclassified into Class B shares and
subsequently be delivered to the participants under the Plan as well other
outstanding equity-related incentive programmes.

The Board further proposes that the Annual General Meeting resolves that a
maximum of 1,820,000 Class B shares may be transferred to the participants in
accordance with the terms of the Plan. These shares can either be Class B
treasury shares held by the company or Class B shares held by the company after
reclassification from Class C shares.

Preparation
Tele2’s Remuneration Committee has prepared this Plan in consultation with
external advisors and major shareholders. The Plan has been reviewed by the
Board at board meetings during the end of 2015 and the first months of 2016.

The above proposal is supported by major shareholders.

Authorisation to issue Class C shares (item 20(b))
The Board proposes that the Annual General Meeting resolves to authorise the
Board, during the period until the Annual General Meeting 2017, to increase the
company’s share capital by not more than SEK 2,275,000 by the issue of not more
than 1,820,000 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 20(c))
The Board proposes that the Annual General Meeting resolves to authorise the
Board, during the period until the Annual General Meeting 2017, 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 per share.
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.

Resolution on the transfer of own Class B shares (item 20(d))
The Board proposes that the Annual General Meeting resolves that Class C shares
that the company purchases by virtue of the authorisation to repurchase its own
Class C shares in accordance with item 20(c) above, following reclassification
into Class B shares, may be transferred to participants in the Plan as well as
participants in other outstanding equity-related incentive programmes in
accordance with the approved terms.

The Board further proposes that the Annual General Meeting resolves that a
maximum of 1,820,000 Class B shares may be transferred to participants in
accordance with the terms of the Plan. These shares can either be Class B
treasury shares held by the company or Class B shares held by the company after
reclassification from Class C shares.

Authorisation for the Board to resolve on repurchase of own shares (item 21)
The Board proposes that the Board is authorised to pass a resolution on
repurchasing the company's own shares if the purpose is to retire shares through
a decrease of the share capital in accordance with the following conditions:

  · The repurchase of Class A and/or Class B shares shall take place on Nasdaq
Stockholm in accordance with Nasdaq Stockholm's rules regarding purchase of own
shares.
  · The repurchase of Class A and/or Class B shares may take place on one or
more occasions for the period up until the next Annual General Meeting.
  · So many Class A and/or Class B shares may, at the most, be repurchased so
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 Class A and/or Class B shares at Nasdaq Stockholm may
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.
  · It is the from time to time lowest-priced, available, shares that shall be
repurchased by the company.
  · Payment for the shares shall be in cash.

The purpose of the authorisation is to give the Board flexibility to
continuously decide on changes to the capital structure during the year and
thereby contribute to increased shareholder value.

The Board shall be able to resolve that repurchase of own shares shall be made
within a repurchase program in accordance with the Commission's Regulation (EC)
no 2273/2003, if the purpose of the authorisation and the repurchase only is to
decrease the company's share capital.

Amendment of the Articles of Association (item 22)
The Board proposes amendments to the Articles of Association. The proposed
amendments comprise that it is clarified that the company shall have a
registered accounting firm as auditor, the auditor's term of office is changed
from four (4) to one (1) year and certain adjustments of the Articles of
Association due to changed legislation.

Current             Proposed wording
wording
               § 7

The Company         The Company shall as Auditor have no less than one and no
shall have no       more than three registered accounting firms. The Auditors
more than           term of office shall last until the end of the first Annual
three               General Meeting which is held after the year the Auditor
Auditors,           was appointed.
with no more
than the same
number of
Deputy
Auditors, or
a registered
accounting
firm. The
Auditors term
of office
shall last
until the end
of the Annual
General
Meeting which
is held
during the
fourth
financial
year after
the Auditor
was elected.
               § 1
               0
To be               To be entitled to participate in a general meeting,
entitled to         shareholders must be recorded in a print-out or another
participate         presentation of the complete share register relating to the
in a general        circumstances as of five business days before the meeting,
meeting,            and give notice to the company no later than on the day
shareholders        stipulated in the notice of the meeting. This day may not
must be             be a Sunday, another public holiday, a Saturday,
recorded in a       Midsummer’s Eve, Christmas Eve or New Year’s Eve, and may
print-out or        not fall before the fifth business day prior to the
another             meeting.
presentation
of the
complete
share
register
relating to
the
circumstances
as of five
business days
before the
meeting, and
give notice
to the
company no
later than 1
p.m. on the
day
stipulated in
the notice of
the meeting.
This day may
not be a
Sunday,
another
public
holiday, a
Saturday,
Midsummer’s
Eve,
Christmas Eve
or New Year’s
Eve, and may
not fall
before the
fifth
business day
prior to the
meeting.
               § 1
               1
The                 The shareholder or nominee who on the record date is
shareholder         registered in the share register and in a central
or nominee          securities depository register pursuant to Chapter 4 of the
who on the          Central Securities Depositaries and Financial Instruments
record date         Accounts Act (1998:1479) or any person who is registered in
is registered       a central securities depository account pursuant to Chapter
in the share        4, Section 18 first paragraph 6-8 of the mentioned Act,
register and        shall be deemed to be authorised to exercise the rights set
in a central        out in Chapter 4, Section 39 of the Companies Act
securities          (2005:551).
depository
register
pursuant to
Chapter 4 of
the Financial
Instruments
Accounts Act
(1998:1479)
or any person
who is
registered in
a central
securities
depository
account
pursuant to
Chapter 4,
Section 18
first
paragraph 6-8
of the
mentioned
Act, shall be
deemed to be
authorised to
exercise the
rights set
out in
Chapter 4,
Section 39 of
the Companies
Act
(2005:551).

RESOLUTIONS PROPOSED BY THE SHAREHOLDERS

Proposals from shareholder Thorwald Arvidsson (item 23 (a)-(q))
Shareholder Thorwald Arvidsson proposes that the meeting resolves:

(a)  to adopt a zero tolerance policy regarding accidents at work for the
company;

(b) to instruct the Board to set up a working group to implement this zero
tolerance policy;

(c) to submit a report of the results in writing each year to the Annual General
Meeting, as a suggestion, by including the report in the printed version of the
Annual Report;

(d) to adopt a vision on absolute equality between men and women on all levels
in the company;

(e) to instruct the Board to set up a working group with the task of
implementing this vision in the long term and closely monitor the development
both regarding gender equality and ethnicity;

(f) to submit a report in writing each year to the Annual General Meeting, as a
suggestion, by including the report in the printed version of the Annual Report;

(g) to instruct the Board to take necessary actions to set-up a shareholders'
association in the company;

(h) that members of the Board shall not be allowed to invoice their Board
remuneration through a legal person, Swedish or foreign;

(i) that the Nomination Committee during the performance of their tasks shall
pay particular attention to questions related to ethics, gender and ethnicity;

(j) in relation to item (h) above, instruct the Board to approach the Swedish
government and / or the Swedish Tax Agency to draw their attention to the
desirability of changes it the legal framework in this area;

(k) to amend the Articles of Association (§5 first paragraph) shares of series A
as well as series B and C, shall entitle to one vote;

(l) to instruct the Board to approach the Swedish government, and draw the
government's attention to the desirability of changing the Swedish Companies Act
in order to abolish the possibility to have differentiated voting powers in
Swedish limited liability companies;

(m) to amend the Articles of Association (§6) by adding two new paragraphs (the
second and third paragraph) in accordance with the following. Former ministers
of state may not be elected as members of the Board until two years have passed
since he / she resigned from the assignment. Other full-time politicians, paid
by public resources, may not be elected as members of the Board until one year
has passed from the time that he / she resigned from the assignment, if not
extraordinary reasons justify a different conclusion;

(n) to instruct the Board to approach the Swedish government and draw its
attention to the need for a national provision regarding so called cooling off
periods for politicians;

(o) to instruct the Board to prepare a proposal regarding representation on the
Board and Nomination Committees for the small and medium sized shareholders to
be resolved upon at the 2017 Annual General Meeting or at an Extraordinary
General Meeting if such meeting is held before the 2017 Annual General Meeting;

(p) special examination of the internal as well as the external entertainment in
the company; and

(q) to instruct the Board to prepare a proposal of a policy in this area, a
policy that shall be modest, to be resolved upon at the 2017 Annual General
Meeting, or if possible an Extraordinary General Meeting prior to such Meeting.

Proposal from shareholder Karolis Stasiukynas (item 24)
Shareholder Karolis Stasiukynas proposes that the board is instructed to
initiate an audit, in all Tele2's markets, regarding expenses for litigation
processes and compensations, expenses for commercials and the sources that were
used to pay for it.

Proposal from shareholder Martin Green (item 25)
Shareholder Martin Green proposes that an investigation is conducted regarding
the company's procedures to ensure that the current members of the board and
Leadership Team fulfil the relevant legislative and regulatory requirements as
well as the demands that the public opinions ethical values sets out for persons
in leading positions. The results of the investigation shall be presented to the
2017 Annual General Meeting.

MISCELLANEOUS

Shares and votes
There are a total number of 451,083,339 shares in the company, whereof
20,260,910 Class A shares, 428,923,429 Class B shares and 1,899,000 Class C
shares, corresponding to a total of 633,431,529 votes. The company currently
holds 2,995,972 of its own Class B shares and 1,899,000 of its own Class C
shares corresponding to 4,894,972 votes which cannot be represented at the
Annual General Meeting.

Special majority requirements and conditions with respect to the proposed
resolutions in items 20-23
Resolutions under items 20(b), 20(c), 21, 22 and 23(m) are valid only if
supported by shareholders holding not less than two-thirds of both the votes
cast and the shares represented at the Annual General Meeting.

Resolution under item 20(d) is valid only if supported by shareholders holding
not less than nine-tenth of both the votes cast and the shares represented at
the Annual General Meeting. Items 20(a)-20(d) are conditional upon each other
and are therefore proposed to be adopted as one resolution supported by a
majority of shareholders holding not less than nine-tenths of both the votes
cast and the shares represented at the Annual General Meeting.

A valid resolution under item 23(k) requires support by shareholders holding not
less than two-thirds of both the votes cast and the shares represented at the
Annual General Meeting as well as one-half of all the Class A shares in the
Company and not less than nine-tenths of the Class A shares represented at the
Annual General Meeting.

In order for a resolution under item 23(p) to result in special examination it
is required that the proposal is supported by shareholders holding either at
least one-tenth of all shares in the company or at least one-third of the shares
represented at the Annual General Meeting.
Authorisation
The Board, or the person that the Board will appoint, shall be authorised to
make the minor adjustments in the Annual General Meeting's resolutions as may be
required in connection with registration at the Swedish Companies Registration
Office and Euroclear Sweden.

Documentation
The annual report, the reasoned statement of the Board pursuant to Ch 18 Sec 4
and Ch 19 Sec 22 of the Companies Act (2005:551), the report on the results of
the Remuneration Committee's evaluation according to the Swedish Code of
Corporate Governance, the Auditor's statement pursuant to Ch 8 Sec 54 of the
Companies Act (2005:551), the proposed wording of the Articles of Association,
the Nomination Committee's motivated statement explaining its proposals
regarding the Board and information on the proposed members of the Board are
available at the company's website www.tele2.com, at the company's premises at
Skeppsbron 18 in Stockholm and will be sent to those shareholders who so request
and state their postal address or email address.

The documentation can be ordered by telephone at +46 (0) 771-246 400 or in
writing at the address Computershare AB "AGM Tele2", P.O. Box 610, SE-182 16
Danderyd, Sweden.

Shareholders' right to request information
The Board and the Chief Executive Officer shall, if any shareholder so requests
and the Board believes that it can be done without material harm to the company,
provide information regarding circumstances that may affect the assessment of an
item on the agenda, circumstances that can affect the assessment of the
company's or its subsidiaries' financial situation and the company's relation to
other companies within the group and the consolidated accounts.

Stockholm, April 2016

TELE2 AB (PUBL)

THE BOARD

___________

Other information
Schedule for the Annual General Meeting:

The doors open for shareholders at 9.00 a.m. CET.

The Annual General Meeting commences at 10.00 a.m. CET.

Interpretation
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. This service may be requested when
attendance to the Annual General Meeting is notified.

For more information, please contact:
Viktor Wallström, Director of Communications, Tele2 AB, Phone: +46 703 63 53 27
Louise Tjeder, Head of Investor Relations, Tele2 AB, Phone: +46 704 26 46 52

__________

The information is of such character, which Tele2 AB (publ) shall disclose in
accordance with the Securities Market Act (2007:528) and/or the law on Trading
with Financial Instruments (1991:980). The information was distributed for
disclosure at 8.30 a.m. CET on 19 April 2016.

TELE2 IS ONE OF EUROPE'S FASTEST GROWING TELECOM OPERATORS, ALWAYS PROVIDING
CUSTOMERS WITH WHAT THEY NEED FOR LESS. We have 14 million customers in 9
countries. Tele2 offers mobile services, fixed broadband and telephony, data
network services, content services and global M2M/IoT solutions. 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 NASDAQ OMX Stockholm since 1996. In 2015, we had net sales of SEK
27 billion and reported an operating profit (EBITDA) of SEK 5.8 billion.