The Shareholders of Tele AB (publ) are hereby notified that the Extraordinary General Meeting will be held on Wednesday 28 November 2001 at 09.00 a.m. at Gamla Stans Bryggerier, Tullhus 2 at Skeppsbron in Stockholm.
Shareholders wishing to attend the EGM shall:
- be registered in the shareholders' register held by the Swedish Securities Register Centre, VPC AB ("VPC"), by Friday 16 November 2001, and
- notify the company of their intention to attend by Friday 23 November 2001 at 1 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 "Bolagstämma/EGM"
Shareholders whose shares are held in trust must, in order to be entitled to attend the EGM, 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 16 November 2001. This means that shareholders must inform their trustees well ahead of this date.
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 Extraordinary General Meeting
- Election of the chairman for the meeting.
- Preparation and approval of the list of shareholders entitled to vote at the meeting.
- Approval of the agenda proposed by the Board of Directors.
- Election of one or two persons to verify the minutes.
- Determination of whether the meeting has been duly convened.
- The Board's proposal for decision on new share issue (see below)
- Closing of the meeting.
The Board's resolution proposal
The Board of Directors believes it to be advantageous for the company to acquire all shares in FORA Telecom B.V., a company owned by Millicom International Cellular S.A. and operating in Russia through approximately 23 subsidiaries, and to pay the purchase sum of US$ 80 million fully or in part through the company's own shares.
In the light of this the Board proposes that the Extraordinary General Meeting resolve to increase the company's share capital through a non-cash issue of B-shares whereby shares in FORA Telecom B.V. are brought to the company as capital contributed in kind. The shareholders of FORA Telecom B.V. shall subscribe for all new issued shares. The issue price per share shall be decided with regard to the share price of B-shares in Tele2. If the full payment is paid with the company's shares, the dilution will be approximately 1.7 percent, based on the closing share price of the Tele2 B-share on November 9 2001.
Should FORA Telecom B.V. acquire additional GSM-licenses within six months, an additional payment not exceeding US$30 million will be paid.
The Board of Directors' complete proposal, as well as documents relating to chapters 4, 4 § and 6 § of the Swedish Companies Act, will be prepared and made available to shareholders at the company's offices at Skeppsbron 18 in Stockholm, Sweden or sent to shareholders on request and on provision of their mailing address, no later than one week prior the Extraordinary General Meeting.
Stockholm, November 2001
The Board of Directors