NOTICE OF ANNUAL GENERAL MEETING
New York and Stockholm - April 18, 2002 - Tele2 AB, ("Tele2", "the
Group") (Nasdaq Stock Market: TLTOA and TLTOB and Stockholmsbörsen:
TEL2A and TEL2B), the leading alternative pan-European
telecommunications company, today announces that the Shareholders of
Tele2 AB (Publ) are hereby notified that the Annual General Meeting will
be held on Thursday 16 May 2002 at 1.30 P.M. at Gamla Stans Bryggeri,
Tullhus 2 at Skeppsbron in Stockholm.
Shareholders wishing to attend the AGM shall:
· be registered in the shareholders' register held by the Swedish
Central Securities Depository, VPC AB ("VPC"), by Monday 6 May 2002, and
· notify the company of their intention to attend by Friday 10 May
2002 at 1 p.m. This notification may be sent by post to Tele2 AB, Box
2094, SE-103 13 Stockholm, or e-mailed to: email@example.com. It
may also be made by phone on +46 33 724 12 67. Shareholders should
specify their name, address, telephone number and civic or corporate ID
number, as well as their registered shareholding and the number of
advisors accompanying them (if any). Postal notifications should be
Shareholders with shares registered through a nominee must have their
shares temporarily re-registered in their own names with VPC by no later
than Monday 6 May 2002 in order to become entitled to participate in the
Meeting. Shareholders wishing to have shares registered in their own
name should inform their nominees well in advance of 6 May 2002.
Shareholders' representatives or representatives of legal entities
should submit the requisite authorisation documents to the company prior
to the meeting.
Matters on the agenda of the AGM
1. Election of chairman of the meeting.
2. Preparation and approval of the voting list.
3. Approval of the agenda.
4. Election of one or two persons to verify the minutes.
5. Determination of whether the AGM has been duly convened.
6. Presentation of the Annual Report and Accounts and the Auditors'
Report, as well as the Consolidated Accounts and the Consolidated
7. Resolution to adopt the Profit and Loss statement and the Balance
Sheet, as well as the Consolidated Profit and Loss statement and the
Consolidated Balance Sheet.
8. Resolution on dispositions in respect of the company's
unappropriated earnings or accumulated loss as stated in the adopted
9. Resolution to discharge Members of the Board and the Managing
Director from liability.
10. Determination of the number of Members and Deputy Members of the
11. Determination of the remuneration payable to the Board and the
12. Election of the Members and Deputy Members of the Board.
13. Election of the auditors and deputy auditors.
14. Resolution to adopt a global incentive program.
15. Resolution to authorize the Board to decide to issue debt
instruments with detachable warrants to subscribe for new shares.
16. Resolution to offer conversion of class A shares to class B shares.
17. Closing of the AGM.
The Board's resolution proposals
Item 8 - disposition of profit or loss
The Board of Directors proposes that the accrued loss of SEK 7 386 856
726 is covered by dissolution of the share premium reserve of the same
Item 14 - adoption of a global incentive program
The Board of Directors proposes that the General Meeting adopts a global
incentive program implying that present and future employees are granted
call options (so called stock options) annually, free of charge, which
entitle the holder to acquire B-shares in the company. The strike price
for the options shall substantially correspond to the market value of a
B-share in the company at the time of the granting of the options. The
options may be exercised not earlier than three years and not later than
five years from the time of the granting and under the condition that
the holder, when exercising, is still employed within the group. Options
may be issued by the company or by other companies within the group. In
accordance with the above-mentioned guidelines, the Board of Directors
shall be authorised to resolve the detailed terms and conditions for the
incentive program. The Board of Directors may in connection thereto make
necessary adjustments to satisfy certain regulations or market
conditions abroad. The purpose of the proposed incentive program is to
create conditions to retain and recruit competent employees to the
group. The Board of Directors is of the opinion that the adoption of an
incentive program as set out above is beneficial to the company and its
In accordance with the above-mentioned guidelines, it is proposed that
the General Meeting approves that the company issues no more than
885,000 options. When allocating options, members of the group
management may be allotted no more than 15,000 options each, members of
the executive management no more than 7,500 options each and other key
employees no more than 3,000 options each. The allocation of options
shall be decided by the Board of Directors, where inter alia the
employee's position, performance, and importance to the group, will be
If all options are fully exercised, employees will acquire shares in the
company corresponding to approximately 0.58 per cent of the share
capital and approximately 0.20 per cent of the votes in the company
According to the Act (1987:464) on Directed Placements in Stock Market
Companies, etc., a resolution regarding approval of the incentive
program as set out above shall be supported by shareholders representing
at least ninety (90) per cent of the shares and the numbers of votes
represented at the General Meeting.
Item 15 - resolution to authorize the Board to decide to issue debt
instruments with detachable warrants to subscribe for new shares.
The Board of Directors proposes that the General Meeting authorizes the
Board of Directors, on one or several occasions, to issue subordinated
debentures with no more than 1,055,000 detachable warrants during the
period until the next Annual General Meeting. The right to subscribe for
debentures shall be given to wholly owned subsidiaries in the group,
disregarding the shareholders' preferential rights.
If the authorization is fully used and all 1,055,000 warrants are
exercised, the share capital of the company will increase by SEK
5,275,000, corresponding to approximately 0.71 per cent of the share
capital and approximately 0.25 per cent of the votes in the company
after dilution. The reason for the exclusion of the shareholders'
preferential rights is to secure the option undertakings under the
incentive program as set forth in item 14 and to cover administrative
costs and social fees or similar taxes arising under the incentive
Other proposed resolutions
Items 12-13 - election of the Board and the auditors
Shareholders representing more than 50 per cent of the votes in the
company have stated that they support the following proposed resolutions
under items 12-13.
Re-election of the Board Members: Marc J.A. Beuls, Vigo Carlund, Sven
Hagströmer, Håkan Ledin, Jan H Stenbeck, Lars Wohlin, Pelle Törnberg and
At the Annual General Meeting of shareholders 1999, Hans Karlsson was
elected auditor and Carl Lindgren deputy auditor for a period of 4
years. At the Annual General Meeting of shareholders 2001, Pål Wingren
was elected auditor and Cristine Rankin Johansson deputy auditor for a
period of 4 years. Since Hans Karlsson has now asked to be relieved,
election of Carl Lindgren as auditor and Björn Flink as deputy auditor
Item 16 - resolution to offer conversion of class A shares to class B
Nordea´s mutual funds proposes that the AGM resolves to offer owners of
class A shares the possibility to convert class A shares into class B
shares, whereby every class A share equals one (1) class B share.
Requests to have shares converted shall be possible during the period
from 21 May 2002 up to and including 20 June 2002.
The Board of Directors´ complete proposal of resolutions relating to
items 14 and 15 above will be made available to shareholders at the
company's offices at Skeppsbron 18 in Stockholm sent to shareholders on
request and on provision of their postal address, no later than two
weeks prior to the AGM.
Lars-Johan Jarnheimer Telephone: +46 8 562 640 00
President and CEO, Tele2 AB
Håkan Zadler Telephone: +46 8 562 640 00
Andrew Best, Investor Relatons, London Telephone: +44 7798 576378
Patrik Linzenbold, Media Relations, Stockholm Telephone: +46 8
562 000 53
Visit our web site at www.tele2.com
Tele2 AB, formed in 1993, is the leading alternative pan-European
telecommunications company offering fixed and mobile telephony, data
network and Internet services under the brands Tele2, Tango and Comviq
to 15 million people in 21 countries. Tele2 operates Datametrix, which
specializes in systems integration, 3C Communications, operating public
pay telephones and public Internet services; Transac, providing billing
and transaction processing service; C³, offering co-branded pre-paid
calling cards and IntelliNet and Optimal Telecom, the price-guaranteed
residential router device. The Group offers cable television services
under the Kabelvision brand name and together with MTG, owns the
Internet portal Everyday.com. The Company is listed on the
Stockholmsbörsen, under TEL2A and TEL2B, and on the Nasdaq Stock Market
under TLTOA and TLTOB.
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