THE SHAREHOLDERS OF TELE2 AB (publ) are hereby invited to the Annual General
Meeting on Monday 16 May 2011 at 1 p.m. CET at the 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 Tuesday 10 May 2011, and
* notify the Company of their intention to participate by no later than 1.00
p.m. CET on Tuesday 10 May 2011. 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 shall 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 shall 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. 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 Tuesday 10 May 2011.
PROPOSED AGENDA
1. Opening of the 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. Statement by the Chairman of the Board on the work of the Board of
Directors.
8. Presentation by the Chief Executive Officer.
9. Presentation of Annual Report, Auditors' Report and the consolidated
financial statements and the auditors' report on the consolidated financial
statements.
10. Resolution on the adoption of the income statement and Balance Sheet and of
the consolidated income statement and the consolidated Balance Sheet.
11. Resolution on the proposed treatment of the Company's unappropriated
earnings or accumulated loss as stated in the adopted Balance Sheet.
12. Resolution on the discharge of liability of the directors of the Board and
the Chief Executive Officer.
13. Determination of the number of directors of the Board.
14. Determination of the remuneration to the directors of the Board and the
auditor.
15. Election of the directors of the Board and the Chairman of the Board.
16. Approval of the procedure of the Nomination Committee.
17. Resolution regarding Guidelines for remuneration to the senior executives.
Resolution regarding incentive programme comprising the following resolutions:
adoption of an incentive programme;
authorisation to resolve to issue Class C shares;
authorisation to resolve to repurchase own Class C shares;
transfer of own Class B shares.
18. Resolution to authorise the Board of Directors to resolve on repurchase of
own shares.
19. Resolution on amendment of the Articles of Association.
20. Shareholder's proposal to resolve up on appointing an independent examiner
to investigate the Company's customer policy in accordance with Chapter
10, Section 21 of the Companies Act.
21. Shareholder's proposal to resolve up on appointing an independent examiner
to investigate the Company's investor relations policy in accordance with
Chapter 10, Section 21 of the Companies Act.
22. Shareholder's proposal to establish a customer ombudsman function.
23. Shareholder's proposal regarding an annual evaluation of the Company's
"work with gender equality and ethnicity".
24. Shareholder's proposal regarding "separate General Meetings".
25. Closing of the Meeting.
NOMINATION COMMITTEE PROPOSALS (Items 2 and 13-16)
Election of Chairman of the Annual General Meeting (Item 2)
The Nomination Committee proposes that the lawyer Wilhelm Lüning is appointed to
be the Chairman of the Annual General Meeting.
Determination of the number of directors of the Board and election of the
directors of the Board and the Chairman of the Board (Item 13 and 15)
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, Lars Berg, Erik Mitteregger and Jere Calmes as directors of the Board.
The Nomination Committee proposes that the Annual General Meeting shall re-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.
Election of auditor
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. The task of
appointing an auditor is not scheduled to occur until 2012, and will therefore
not occur at this 2011 Annual General Meeting.
Determination of the remuneration to the directors of the Board and the auditor
(Item 14)
The Nomination Committee proposes that the Annual General Meeting resolves to
increase the total Board remuneration from SEK 4,975,000 to SEK 5,425,000 for
the period until the close of the next Annual General Meeting in 2012. The
proposal includes SEK 1,300,000 to be allocated to the Chairman of the Board,
SEK 500,000 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 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.
Approval of the procedure of the Nomination Committee (Item 16)
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 2012
shall be performed by a Nomination Committee. The Nomination Committee will be
formed during October 2011 in consultation with the largest shareholders of the
Company as per 30 September 2011. 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 2011 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 11)
The Board of Directors proposes an ordinary dividend of SEK 6 per share and an
extra ordinary dividend of SEK 21 per share, in total SEK 27 per share. The
record date is proposed to be on 19 May 2011. The dividend is estimated to be
paid out by Euroclear Sweden on 24 May 2011.
GUIDELINES FOR REMUNERATION TO THE SENIOR EXECUTIVES (Item 17)
The Board proposes the following guidelines for determining remuneration for
senior executives for 2011, to be approved by the Annual General Meeting in May
2011.
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
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"). At present, Tele2 has twelve
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.
The Board shall continually consider the need of imposing restrictions in the
variable short-term incentive programs that are paid in cash, and make payments
under such incentive programs or proportions of such payments, conditional on
whether the performance on which it was based has proved to be sustainable over
time, and/or allowing the company to reclaim components of such variable
compensation that have been paid on the basis of information which later proves
to be manifestly misstated.
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 premiums 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 a case, the Board is obligated to give account of the reason for the
deviation on the following Annual General Meeting.
PROPOSAL TO IMPLEMENT AN INCENTIVE PROGRAMME (Item 18)
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 18(a) - 18(d)
below. All resolutions are proposed to be conditional upon each other and are
therefore proposed to be adopted in connection with each other.
PROPOSAL TO ADOPT AN INCENTIVE PROGRAMME (Item 18(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 300 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. The
proposed Plan has the same structure as the plan that was adopted at the 2010
Annual General Meeting.
For each share held under the Plan, the participants will be granted retention
rights and performance rights by the Company. As a consequence of market
conditions, employees in Russia and Kazakhstan will be offered to participate in
the Plan without being required to hold shares in Tele2. In such cases, the
number of allotted retention rights and performance rights under the Plan will
be reduced, and correspond to 37.5 percent of the number of rights allotted for
participation with a personal investment.
Subject to fulfilment of certain retention and performance based conditions
during the period 1 April 2011 - 31 March 2014 (the "Measurement Period"), the
participant maintaining the employment within the Tele2 group at the release of
the interim report January - March 2014 and subject to the participant
maintaining the invested shares (where applicable) during the vesting period
ending at the release of the interim report for the period January - March
2014, 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
shares that each retention right and performance right entitles to in order to
treat the shareholders and the participants equally.
The rights are divided into Series A; retention rights and Series B and C;
performance rights. The number of Tele2-shares the participant will receive
depends on which category the participant belongs to and on the fulfilment of
the following defined retention and performance based conditions:
Series A Tele2's total shareholder return on the share (TSR) during the
Measurement Period exceeding 0 percent as entry level.
Series B Tele2's average normalised return of capital employed (ROCE)
during the Measurement Period being at least 20 percent as entry level and at
least 24 percent as the stretch target.
Series C Tele2's total shareholder return on the shares (TSR) during the
Measurement Period being equal to the average TSR for a peer group including
Elisa, KPN, Millicom, Mobistar, MTS - Mobile TeleSystems, Telenor, Telia Sonera,
Turkcell and Vodafone as entry level, and exceeding the average TSR for the peer
group with 10 percentage points as the stretch target.
In total, the Plan is estimated to comprise up to 317,000 shares held by the
employees entitling to allotment of up to 1,380,000 rights whereof 317,000
retention rights and 1,063,000 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: may acquire up to 8,000 shares within the Plan, which entitles the
holder to receive a maximum of 8,000 Series A rights and 24,000 rights each
of Series B and C;
* senior executives and key employees (approx. 11 individuals): may acquire up
to 4,000 shares within the Plan, entitling the holder to receive a maximum
of 4,000 Series A rights and 10,000 rights each of Series B and C;
* category 1 (approx. 30 individuals in total, including 8 in Russia and
Kazakhstan): may acquire up to 2,000 shares within the Plan, entitling the
holder to receive a maximum of 2,000 Series A rights and 3,000 rights each
of Series B and C;
* category 2 (approx. 40 individuals in total, including 14 in Russia and
Kazakhstan): may acquire up to 1,500 shares within the Plan, entitling the
holder to receive a maximum of 1,500 Series A rights and 2,250 rights each
of Series B and C;
* category 3 (approx. 70 individuals in total, including 26 in Russia and
Kazakhstan): may acquire up to 1,000 shares within the Plan, entitling the
holder to receive a maximum of 1,000 Series A rights and 1,500 rights each
of Series B and C; and
* category 4 (approx. 150 individuals in total, including 62 in Russia and
Kazakhstan): may acquire up to 500 shares within the Plan, entitling the
holder to receive a maximum of 500 Series A rights and 750 rights each of
Series B and C.
The participant's maximum profit per right in the Plan is limited to SEK 591,
five times the average closing share price of the Tele2 Class B shares during
February 2011 with deduction for the proposed dividend. If the value of the
Tele2 Class B shares exceeds SEK 591 at vesting, the number of shares that each
right entitles the participant to receive will be reduced correspondingly. The
maximum dilution is up to 0.38 percent in terms of shares outstanding, 0.27
percent in terms of votes and 0.13 percent in terms of costs for the Plan as
defined in IFRS 2 divided by Tele2's market capitalisation, excluding the
dividends proposed to the Annual General Meeting.
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, 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 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 in Tele2 shares, be it shares already held or shares
purchased on the market in connection with the Plan. As a consequence of market
conditions, employees in Russia and Kazakhstan will be offered to participate in
the Plan without being required to hold shares in Tele2.
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 to authorise the Board of Directors
to resolve on a directed issue of Class C shares to Nordea Bank AB (publ) in
accordance with item 18(b), and further to authorise the Board of Directors to
subsequently resolve to repurchase the Class C shares from Nordea Bank AB (publ)
in accordance with item 18(c). The Class C shares will then be held by the
Company during the vesting period, where after the appropriate number of Class C
shares will be reclassified into Class B shares and subsequently be delivered to
the participants under the Plan.
The above proposal is supported by major shareholders.
AUTHORISATION TO RESOLVE TO ISSUE CLASS C SHARES (Item 18(b))
The Board of Directors proposes that the Annual General Meeting resolves to
authorise the Board of Directors, during the period until the next Annual
General Meeting, to increase the Company's share capital by not more than SEK
2,125,000 by the issue of not more than 1,700,000 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 18(c))
The Board of Directors proposes that the Annual General Meeting resolves to
authorise the Board of Directors, during the period until the next Annual
General Meeting, to repurchase its own Class C shares. The repurchase may only
be effected through a public offer directed to all holders of Class C shares and
shall comprise all outstanding Class C shares. The purchase may be effected at a
purchase price corresponding to not less than SEK 1.25 and not more than SEK
1.35. Payment for the Class C shares shall be made in cash. The purpose of the
repurchase is to ensure the delivery of Class B shares under the Plan.
TRANSFER OF OWN CLASS B SHARES (Item 18(d))
The Board of Directors proposes that the Annual General Meeting resolves that
Class C shares that the Company purchases by virtue of the authorisation to
repurchase its own shares in accordance with item 18(c) above, following
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 OF OWN SHARES
(Item 19)
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.
The purpose of the authorisation is to give the Board of Directors flexibility
to continuously decide on changes to the capital structure during the year and
thereby contribute to increased shareholder value.
AMENDMENT OF THE ARTICLES OF ASSOCIATION (Item 20)
Due to amendments to the Swedish Companies Act the Board of Directors proposes
that the Annual General Meeting resolves on additions and alterations of
Sections 7 and 9 of the Articles of Association.
The Board of Directors proposes an addition to Section 7 involving that the term
of office of the auditor shall last until the end of the Annual General Meeting
which is held during the fourth financial year after the election. The Board of
Directors proposes that Section 7 shall have the following wording.
"The Company shall have no more than three Auditors, 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."
Regarding Section 9 the Board of Directors proposes that the rules regarding the
timetable for the notice convening General Meetings, in Section 9 first
paragraph of the Articles of Association, be deleted from the Articles of
Association.
Shareholder's proposal to resolve up on appointing an independent examiner to
investigate the company's Customer policy in accordance with Chapter 10, Section
21 of the Companies ACt (Item 21)
The shareholder Thorwald Arvidsson proposes that the Annual General Meeting
resolves up on an appointment of an independent examiner to investigate the
Company's customer policy.
Shareholder's proposal to resolve up on appointing an independent examiner to
investigate the company's investor relations policy in accordance with Chapter
10, Section 21 of the Companies ACt (Item 22)
The shareholder Thorwald Arvidsson proposes that the Annual General Meeting
resolves up on an appointment of an independent examiner to investigate the
Company's investor relations policy.
Shareholder's proposal to establish a custumer ombudsman function (Item 23)
The shareholder Thorwald Arvidsson proposes that the Annual General Meeting
resolves to establish a customer ombudsman function.
Shareholder's proposal regarding an annual evaluation of the Company's "work
with gender equality and ethnicity" (item 24)
Shareholder Thorwald Arvidsson proposes that the Annual General Meeting should
assign to the Board of Directors to annually commission an evaluation of the
Company's "work with gender equality and ethnicity", and to present the results
in the Annual Report.
Shareholder's proposal regarding "separate General Meetings" (item 25)
Shareholder Thorwald Arvidsson proposes that the Annual General Meeting resolves
that Tele2's General Meetings hereafter must be held separately from the General
Meetings of Investment AB Kinnevik, Modern Times Group MTG AB and CDON Group AB.
SHARES AND VOTES
There are a total number of 447,083,339 shares in the Company, whereof
20,990,050 Class A shares, 422,824,289 Class B shares and 3,269,000 Class C
shares, corresponding to a total of 635,993,789 votes. The Company currently
holds 3,269,000 of its own Class C shares corresponding to 3,269,000 votes which
cannot be represented at the Annual General Meeting.
OTHER INFORMATION
Valid resolutions under items 18(b), 18(c), 19 and 20 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 18(a)
and 18(d) 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 18(a) - 18(d) are conditional upon each other. In order for the
resolution under item 21 and 22 to result in an appointment of a special
investigator according to the announced proposal it is required that the Annual
General Meetings's resolution is supported by shareholders representing either
at least one tenth of all shares in the Bank or at least one third of the shares
represented at the meeting.
From Thursday 21 April 2011 at the latest, the accounting documents, the
Auditor's Report, the statements of the Board of directors, the auditor's
statement pursuant to Chapter 8 Section 54 of the Swedish Companies Act, the
complete text of the proposals of the Board of Directors as well as the complete
text of the proposals under items 21-25 will be made available at the Company's
website at www.tele2.com, and at the Company's premises at Skeppsbron 18 in
Stockholm. Shareholders who wish to receive these documents may notify the
Company, whereupon the documents will be sent by post or by e-mail.
The Board of Directors and the CEO shall, if any shareholder so requests and the
Board of Directors 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.
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 2011
Tele2 AB (publ) the Board of Directors
[HUG#1506319]
Notice of Annual General Meeting
| Source: Tele2 AB
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