NOTICE OF ANNUAL GENERAL MEETING
Tele2 AB hereby invites shareholders of Tele2 AB to the Annual General Meeting of shareholders on Wednesday 12 May 2004 at 1.30 p.m. CET at Brasserie by the Sea, Tullhus 2, Skeppsbron, Stockholm.
Shareholders who wish to participate at the Annual General Meeting shall:
- have their names entered in the register of shareholders maintained by VPC AB (the Swedish Securities Register Center) on Friday 30 April 2004
- notify the company of their intention to participate by no later than 1.00 p.m on Thursday 6 May 2004. The notification shall be made on the company's website at www.tele2.com, by telephone on +46-433-747 56 or in writing to the company at:
P.O. Box 2094
SE-103 13 Stockholm, Sweden
When giving notice of participation, the shareholder should state name, personal identification number (or company registration number), address, telephone number, shareholdings and any advisors attending. Shareholders who wish to be represented by a representative shall submit a written power of attorney giving authorisation to a specific person together with the notice of participation. Written notifications should be marked "AGM".
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 in the Meeting. Shareholders wishing to re-register must inform the nominee well in advance of 30 April 2004.
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 person(s) to check and verify the minutes.
5. Determination of whether the Meeting has been duly convened.
6. Presentation of the annual report and auditor's report and of the consolidated financial statements and the auditor's report on the consolidated financial statements.
7. Decision on the adoption of the income statement and balance sheet and of the consolidated income statement and consolidated balance sheet.
8. Decision on the proposed treatment of the company's unappropriated earnings or accumulated losses as stated in the adopted balance sheet.
9. Decision on the discharge of the liability of the members of the Board of Directors and the Managing Director.
10. Determination of the number of members of the Board of Directors and the number of auditors and deputy auditors.
11. Determination of the fees of the members of the Board of Directors and the auditors.
12. Election of the members and deputy members of the Board of Directors.
13. Election of auditors and deputy auditors.
14. Authorisation for the Board of Directors to issue subordinated debentures with detachable warrants.
15. Proposal from the shareholders, Industriförvaltnings AB Kinnevik and Invik & Co. AB, regarding the offer to reclassify Class A shares into Class B shares.
16. Proposal from the shareholder, the Swedish Shareholders' Association, that the Meeting should:
(a) elect a nomination committee;
(b) authorise the Board of Directors to elect a remuneration committee; and
(c) authorise the Board of Directors to elect an audit committee.
17. Closure of the Meeting.
DIVIDEND (item 8)
The Board of Directors proposes that the Meeting resolves on a dividend for the fiscal year 2003 corresponding to SEK 3 per share. The Board of Directors further proposes that the record date for the dividend shall be Monday 17 May 2004.
BOARD OF DIRECTORS (item 12)
It is proposed that Marc J.A Beuls, Vigo Carlund, Sven Hagströmer, John Shakeshaft and Cristina Stenbeck shall be re-elected as Board members and that Jan Loeber shall be elected as a new member of the Board of Directors.
The above proposal is supported by shareholders representing more than 50 percent of the votes in the company, including inter alia Emesco AB, Invik & Co. AB, Industriförvaltnings AB Kinnevik, SEB Fonder and SEB Trygg Liv.
AUDITORS (item 13)
At the 2001 Annual General Meeting, Pål Wingren was elected auditor for a period of four years. At the 2002 Annual General Meeting, Carl Lindgren was elected auditor and Björn Flink was elected deputy auditor for a period of four years. At the 2003 Annual General Meeting, Mikael Winkvist was elected deputy auditor for a period of two years.
It is proposed that the present auditors are relieved of their duties and that the accounting firm Deloitte & Touche AB is elected auditor with Tommy Mårtensson as auditor in charge for a period of four years.
AUTHORISATION FOR THE BOARD OF DIRECTORS TO ISSUE SUBORDINATED DEBENTURES WITH DETACHABLE WARRANTS (item 14)
In order to enable further stock options to be granted under the incentive programme adopted at the Annual General Meeting held on 16 May 2002, the Board of Directors proposes that the Meeting authorises the Board of Directors to, on one or several occasions during the period until the next Annual General Meeting, issue subordinated debentures with no more than 217,300 detachable warrants.
The proposal is a renewal of the present authorisation in order to ensure the option undertaking under the incentive programme, adjusted with regard to the number of warrants that have been issued within the scope of the programme. The right to subscribe for debentures shall, with disapplication of the shareholders' preferential rights, be given to wholly owned subsidiaries in the group.
OFFER TO RECLASSIFY CLASS A SHARES INTO CLASS B SHARES (item 15)
The shareholders, Industriförvaltnings AB Kinnevik and Invik & Co. AB, propose that the Meeting resolves that holders of Class A shares shall be entitled to reclassify Class A shares into Class B shares, whereby each Class A share shall be reclassified into one Class B share. Request for reclassification shall be made during the period commencing on 17 May 2004 up to and including 15 June 2004 by application on a special form which will be sent to the holders of Class A shares no later than 17 May 2004, and which will also be available at the company's offices and on the company's website. The specific terms and conditions for the reclassification shall be decided by the Board of Directors.
The Board of Directors' complete proposal regarding item 14 above will be available to the shareholders at the company's offices at Skeppsbron 18 in Stockholm from 28 April 2004. The documents will be sent to those shareholders who request them and who state their postal address.
Stockholm, April 2004
BOARD OF DIRECTORS
President and CEO, Tele2 AB
Telephone: + 46 8 562 640 00
CFO, Tele2 AB
Telephone: + 46 8 562 640 00
Dwayne Taylor, Investor and press enquiries
Telephone: + 44 20 7321 5038
Lena Glader, Investor and press enquiries
Telephone: + 46 8 562 000 45
Visit us at our homepage: http://www.Tele2.com
Tele2 is Europe's leading and profitable alternative telecom operator. With our unique values, we provide cheap and simple telecom for all Europeans every day. We have over 22 million customers in 23 countries. We offer products and services in fixed and mobile telephony, Internet access, data networks, cable TV and content services. Our main competitors are the former government monopolies. Tele2 was founded in 1993 by Jan Stenbeck and has been listed on Stockholmsbörsen since 1996. The share has also been listed on Nasdaq since 1997. In 2003 we had net sales of SEK 36,911 million and reported a profit of SEK 5,710 million (EBITDA). Tele2 always strives to offer the market's best prices.
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