Notice of the Annual General Meeting
The shareholders of Tele2 AB (publ) are hereby notified that the Annual
General Meeting will be held on Thursday 17 May 2001 at 1.30 p.m. at
Gamla Stans Bryggerier, Tullhus 2 at Skeppsbron in Stockholm.
Shareholders wishing to attend the AGM shall:
- be registered in the shareholders' register held by the Swedish
Securities Register Centre, VPC AB ("VPC"), by Monday 7 May 2001, and
- notify the company of their intention to attend by Monday 14 May
2001 at 1.00 p.m. This notification may be sent by post to Tele2 AB, Box
2094, SE-103 13 Stockholm, or e-mailed to: firstname.lastname@example.org. It
may also be made by phone on +46 8 562 000 60. Shareholders should
specify their name, address, telephone number and civic or corporate ID
number, as well as their registered shareholding and the number of
assistants accompanying them. Postal applications should be marked
Shareholders whose shares are held in trust must, in order to be
entitled to attend the AGM, temporarily have their shares re-registered
in their own names. Such temporary registration, so-called voting right
registration, must be effected at VPC AB no later than 7 May 2001. This
means that shareholders must inform their trustees well ahead of this
Shareholders' representatives or representatives of legal entities are
requested to submit the requisite authorisation documents to the company
prior to the meeting.
Matters to be discussed at the AGM
1. Election of a person to chair the AGM
2. Preparation and approval of the voting list
3. Approval of the agenda proposed by the Board of Directors
4. Election of one or two persons to check the minutes
5. Determination of whether the AGM has been duly convened
6. Presentation of the Annual Accounts and the Auditors' Report, as
well as the Consolidated Accounts and Consolidated Auditors' Report
7. Resolution to adopt the Income Statement and the Balance Sheet, as
well as the Consolidated Income Statement and Consolidated Balance Sheet
8. Resolution regarding appropriations of the company's profits in
accordance with the adopted Balance Sheet (see below)
9. Resolution to discharge the Members and of the Board and the
Managing Director from liability
10 Determination of fees to the Board and the auditors
11. Decision regarding the number of Board Members and Deputy Members
12. Election of Board Members and Deputy Board Members
13. Decision regarding the number of auditors and deputy auditors
14. Election of auditors and deputy auditors.
15. The Board's proposals for changes to the Articles of Association.
In relation to the current Articles of Association, this will entail
moving the company's registered office from Gävle to Stockholm
16. Other issues
17. Closing of the AGM
The Board's resolution proposals
The Board of Directors proposes that no dividend be paid for the 2000
The Board of Directors of Tele2 AB (publ) proposes that the AGM should
pass a resolution regarding changes to the Articles of Association
whereby the wording of §2 will be changed to read as follows:
"The Board's registered office shall be located in Stockholm"
In accordance therewith, it is also proposed that the first sentence of
the Articles of Association, §9, which reads as follows, should be
"The AGM shall be held in Gävle or in Stockholm"
Other proposed resolutions
Shareholders together representing over 50 per cent of the votes carried
by all shares in the company have made it known that they are in favour
of the following proposals under items 10-14:
- Re-election of the following ordinary Board Members: Marc J.A.
Beuls, Vigo Carlund, Sven Hagströmer, Håkan Ledin, Jan H. Stenbeck and
Lars Wohlin. A new election of Bruce Grant and Pelle Törnberg.
- Two authorised public accountants and two deputies. At the 1999
AGM, authorised public accountant Pål Wingren was re-elected as auditor
for the period up to the end of the 2001 AGM and authorised public
accountant Hans Karlsson was re-elected as auditor for the period up to
the end of the 2003 AGM and for deputee auditor was elected authorised
public accountant Carl Lindgren and Christine Rankin-Johansson for the
period up to the end of the 2003 AGM. Authorised public accountant Pål
Wingren is proposed for re-election as auditor for the period up to the
end of the 2005 AGM. An extension is proposed of authorised public
accountant Christine Rankin-Johansson for deputee auditor for the period
up to the end of the 2005 AGM
Item 16; Other issues.
In a letter dated 16 March 2001 to Tele2 AB, the Swedish Shareholders'
Association (Sveriges Aktiesparares Riksförbund) requested that the
question of a renewed offer to the shareholders of SEC be raised in the
notice relating to the next AGM. The Swedish Shareholders' Association
proposes that the AGM should "pass a resolution to issue a new offer to
the remaining shareholders of SEC corresponding to the value of the
original bid (autumn 2000) for the shares".
Stockholm, April 2001
The Board of Directors
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