The Board's work

The Board’s responsibility and work procedures The Board has adopted new work and delegation procedures for the Board of Directors of Tele2 AB, at the constituent Board meeting following the AGM. This procedure outlines the organisation of the Board’s duties and its meetings, as well as written instructions for the Board’s work and evaluation of its work. Furthermore, the Board has issued "Instructions to the Managing Director" to the President & CEO regarding his responsibilities towards the Board and authority to execute the Company’s management, including any limitations thereto.

The Board:

• Oversees Tele2’s overall, long-term strategies and goals,
• Approves budgets, business plans, financial reports, investment and personnel proposals,
• Makes decisions regarding acquisitions and disposal of business interests,
• Monitors the CEO’s work and the Company’s performance, and
• Evaluates the quality of the Company’s internal control functions, financial reports and communicates with the Company’s auditors directly and through regular reports from the Audit Committee and the Company’s CFO.

In order to carry out its work more effectively, the Board has at the constituent Board Meeting appointed members for a Remuneration Committee and an Audit Committee with special tasks. These committees are the Board’s preparatory bodies and do not reduce the Board’s overall and joint responsibility for the handling of the Company and the decisions made. All Board members have access to the same information, enabling them to be jointly and severally liable.

The Board ’s work in 2010

During the financial year 2010, the Board convened 5 times at different locations in Europe. In addition, 6 per capsulam meetings and 5 telephone conference meetings were held.

Below is a summary of the main topics handled by the Board during 2010:

• Review and approval of financial reports.
• Review and follow-up of internal control and corporate governance.
• Appointment of new CEO and appointment of a deputy CEO.
• Treasury matters, including approval of renegotiation of theexisting credit facility agreement.
• Human resources matters, including talent management, succession planning and remuneration guidelines.
• Strategy review, including review of expansion, product portfolio, acquisition of new licenses and marketing strategies.
• Several matters regarding acquisition and divestment opportunities.
• Review of budget for 2011.
• Self evaluation of Board and evaluation of CEO and executivemanagement.
• Auditors report and corporate sustainability matters.