Annual General Meeting 2013 - Tele2

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May 13, 2013 4:38 PM CET

Annual General Meeting 2013

Stockholm - Tele2 AB (Tele2), (NASDAQ OMX Stockholm: TEL2 A and TEL2 B) today announced that the company's Annual General Meeting (AGM) held today voted to support all of the resolutions that the Board of Directors and Nomination Committee proposed to the AGM.

The AGM resolved to re-elect Lars Berg, Mia Brunell Livfors, John Hepburn, Erik Mitteregger, Mike Parton and John Shakeshaft as directors of the Board and to elect Carla Smits-Nusteling and Mario Zanotti as new directors of the Board for the period until the close of the next AGM. Further, the AGM re-elected Mike Parton as Chairman of the Board.

The AGM discharged the directors of the Board and the CEO from liability for the financial year 2012.

The AGM approved the annual report for 2012 and resolved on an ordinary dividend of SEK 7.10 per share. The record date was decided to be Thursday 16 May 2013. The dividend is estimated to be paid out by Euroclear Sweden on Tuesday 21 May 2013.

The AGM resolved on a so called mandatory share redemption program, including resolutions to amend the range of number of shares in the Articles of Association, a share split, reduction of the share capital through redemption of shares and a bonus issue. The share redemption program principally implies that:

  • Each share in Tele2 is split into two shares, one of which will be a redemption share;
  • The redemption shares will be traded on NASDAQ OMX Stockholm;
  • Redemption shares of series A and series B will then automatically be redeemed for SEK 28 per share; and
  • The redemption amount will be distributed to the shareholders on or about 14 June 2013.

For more information regarding the share redemption program, please refer to the Information about the mandatory share redemption in Tele2 AB, that is available at the company's website, www.tele2.com.

The AGM also resolved to:

  • Set the remuneration to the Board of Directors for the period until the close of the next AGM in accordance with the following. A remuneration of SEK 1,365,000 to be allocated to the Chairman of the Board, SEK 525,000 to each of the other directors of the Board and total SEK 789,000 for the work in the committees of the Board of Directors. For work within the Audit Committee it was resolved that SEK 200,000 shall be allocated to the Chairman and SEK 100,000 to each of the other four members. For work within the Remuneration Committee it was resolved that SEK 75,000 shall be allocated to the Chairman and SEK 38,000 to each of the other three members and that remuneration to the auditor shall be paid in accordance with approved invoices.
  • Adopt a procedure for preparation of e.g. the election of the Board of Directors and auditor.
  • Approve the guidelines for remuneration to the senior executives.
  • Authorise the Board of Directors to pass a resolution on one or more occasions for the period up until the next AGM 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 and it is the, from time to time, lowest-priced, available, shares that shall be acquired. 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.
  • Reject shareholder's proposals under items 21(a)-(d).

At the Constituent Board Meeting following the AGM, an Audit Committee and a Remuneration Committee were appointed. John Shakeshaft was appointed as Chairman of the Audit Committee and Carla Smits-Nusteling, Mario Zanotti, Lars Berg and Erik Mitteregger were appointed as members of the committee. John Hepburn was appointed as Chairman of the Remuneration Committee and Mike Parton, Carla Smits-Nusteling and Mia Brunell Livfors were appointed as members of the committee.

____________________

For further information, contact:
Lars Torstensson, EVP Corporate Communications, Telephone: +46 702 73 48 79
Pernilla Oldmark, Information Director, Press Inquiries, Telephone: +46 704 26 45 45

TELE2 IS ONE OF EUROPE'S LEADING TELECOM OPERATORS, ALWAYS PROVIDING CUSTOMERS WITH WHAT THEY NEED FOR LESS. Tele2 offers mobile services, fixed broadband and telephony, data network services, cable TV and content services. Ever since Jan Stenbeck founded the company in 1993, it has been a tough challenger to the former government monopolies and other established providers. Tele2 has been listed on the NASDAQ OMX Stockholm since 1996

The information is of such character, which Tele2 AB (publ) shall disclose in accordance with the Securities Market Act (2007:528) and/or the law on Trading with Financial Instruments (1991:980). The information was distributed for disclosure at 4.30 p.m. CET on 13 May 2013.

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