THE SHAREHOLDERS OF TELE2 AB (publ) are hereby invited to the Annual General Meeting on Monday 11 May 2009 at 1.30 p.m. CET at Hotel Rival, Mariatorget 3 in Stockholm
Shareholders who wish to participate at the Annual General Meeting shall:
- have their names entered in the register of shareholders maintained by Euroclear Sweden AB (formerly VPC AB, the Swedish Central Securities Depository) on Tuesday 5 May 2009, and
- notify the Company of their intention to participate by no later than 1.00 p.m. on Tuesday 5 May 2009. The notification can be made on the Company's website, www.tele2.com, by telephone +46-771 246 400 or in writing to the Company at:
C/o Novator Bolagsservice AB
P.O. Box 10
SE-182 11 Danderyd, Sweden
When giving notice of participation, the shareholders should state their name, personal identification number (or company registration number), address, telephone number, shareholdings and any advisors attending. If participation is by way of proxy, such document should be submitted in connection with the notice of participation of the Annual General Meeting. If the proxy is issued by a legal entity, a certified copy of the registration certificate or an equivalent certificate of authority, shall be attached to the proxy. The proxy and the document evidencing proof of authority may not be issued earlier than one year prior to the Annual General Meeting. Written notifications made by post should be marked "AGM".
Proxy forms are available at the Company's website (www.tele2.com). For ordering the proxy forms the same address and telephone number can be used as for the notification, see above. Distance participation and voting is not available.
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 Tuesday 5 May 2009.
1. Election of Chairman of the Annual General Meeting.
2. Preparation and approval of the voting list.
3. Approval of the agenda.
4. Election of one or two persons to check and verify the minutes.
5. Determination of whether the Meeting has been duly convened.
6. Presentation of the annual report and auditors' report and of the consolidated financial statements and the auditors' report on the consolidated financial statements.
7. Resolution on the adoption of the income statement and balance sheet and of the consolidated income statement and the consolidated balance sheet.
8. Resolution on the proposed treatment of the Company's unappropriated earnings or accumulated loss as stated in the adopted balance sheet.
9. Resolution on the discharge of liability of the directors of the Board and the Chief Executive Officer.
10. Determination of the number of directors of the Board.
11. Determination of the remuneration to the directors of the Board and the auditor.
12. Election of the directors of the Board and the Chairman of the Board.
13. Approval of the procedure of the Nomination Committee.
14. Resolution on amendment of the Articles of Association.
15. Resolution on guidelines on remuneration for senior executives.
16. Resolution regarding incentive programme comprising the following resolutions:
(a) adoption of an incentive programme;
(b) authorisation to resolve to issue Class C shares;
(c) authorisation to resolve to repurchase own Class C shares;
(d) transfer of Class B shares.
17. Resolution to reduce the share capital by way of redemption of repurchased shares.
18. Resolution to authorise the Board of Directors to resolve on the purchase and transfer of the Company's own shares.
19. Resolution on the offer of reclassification of Class A shares into Class B shares.
20. Closing of the Meeting.
NOMINATION COMMITTEE PROPOSALS (Items 1 and 10-13)
The Nomination Committee proposes that the lawyer Martin Börresen is appointed to be the Chairman of the Annual General Meeting.
The Nomination Committee proposes that the Board of Directors shall consist of eight directors and no deputy directors. The Nomination Committee proposes, for the period until the close of the next Annual General Meeting, the re-election of Mia Brunell Livfors, Vigo Carlund, John Hepburn, Mike Parton, John Shakeshaft, Cristina Stenbeck, Pelle Törnberg and Jere Calmes. The Nomination Committee proposes that the Annual General Meeting shall re-elect Vigo Carlund as Chairman of the Board of Directors and elect Mike Parton as Deputy Chairman of the Board of Directors. Furthermore, it is proposed that the Board of Directors at the Constituent Board Meeting appoints a Remuneration Committee and an Audit Committee within the Board of Directors. The Nomination Committee's motivated opinion regarding proposal of the Board of Directors is available at the Company's website, www.tele2.com
The Nomination Committee proposes that the Annual General Meeting resolves that the remuneration to the Board of Directors for the period until the close of the next Annual General Meeting shall amount to a total of SEK 5,125,000, of which SEK 1,200,000 shall be allocated to the Chairman of the Board, SEK 600,000 to the Deputy Chairman of the Board of Directors and SEK 450,000 to each of the directors of the Board and in total SEK 625,000 as remuneration for the work in the committees of the Board of Directors. The Nomination Committee proposes that for work within the Audit Committee SEK 200,000 shall be allocated to the Chairman and SEK 100,000 to each of the other three members. For work within the Remuneration Committee SEK 50,000 shall be allocated to the Chairman and SEK 25,000 to each of the other three members. The remuneration to the Board of Directors is therefore proposed to be unchanged, except for the increase of SEK 150,000 in the remuneration because of the newly-established position Deputy Chairman of the Board of Directors. Furthermore, remuneration to the auditor shall be paid in accordance with approved invoices.
The Nomination Committee proposes that the Annual General Meeting approves the following procedure for preparation of the election of the Board of Directors and auditor. The work of preparing a proposal on the directors of the Board and auditor, in the case that an auditor should be elected, and their remuneration as well as the proposal on the Chairman of the Annual General Meeting of 2010 shall be performed by a Nomination Committee. The Nomination Committee will be formed during October 2009 in consultation with the largest shareholders of the Company as at 30 September 2009. The Nomination Committee will consist of at least three members representing the largest shareholders of the Company. The Nomination Committee is appointed for a term of office commencing at the time of the announcement of the third quarter report in 2009 and ending when a new Nomination Committee is formed. The majority of the members of the Committee may not be directors of the Board of Directors or employed by the Company. If a member of the Committee resigns before the work is concluded, a replacement member is to be appointed in the corresponding manner. Cristina Stenbeck will be a member of the Committee and will also act as its convenor. The members of the Committee will appoint the Committee Chairman at their first meeting. The Nomination Committee shall have the right to upon request receive personnel resources such as secretarial services from the Company, and to charge the Company with costs for recruitment consultants if deemed necessary.
The above proposals are supported by shareholders representing more than 50 percent of the votes in the Company including among others Alecta, AMF Pension, Emesco AB, Investment AB Kinnevik and Swedbank Robur fonder.
DIVIDENDS (Item 8)
The Board of Directors proposes an ordinary dividend of SEK 3.50 per share and an extraordinary dividend of SEK 1.50 per share, in total SEK 5.00 per share. The record date is proposed to be Thursday 14 May 2009.
AMENDMENT OF THE ARTICLES OF ASSOCIATION (Item 14)
The Board of Directors proposes that Section 9, second paragraph, of the Articles of Association is amended in accordance with the following:
§ 9, second paragraph: "Notice of a General Meeting of shareholders shall be published in the Official Swedish Gazette (Post- och Inrikes Tidningar) as well as on the company's website. At the time of the notice, an announcement with information that the notice has been issued shall be published in Svenska Dagbladet."
The Board of Director's proposal for the amendment of Section 9, second paragraph, of the Articles of Association is conditional upon that an amendment of the Companies Act (SFS 2005:551) has come into force, entailing that the proposed wording above is in accordance with the Companies Act.
GUIDELINES ON REMUNERATION FOR SENIOR EXECUTIVES (Item 15)
The Board proposes the following guidelines for determining remuneration for senior executives to be approved by the Annual General Meeting.
The objectives of the Tele2 remuneration guidelines are to offer competitive remuneration packages to attract, motivate, and retain key employees within the context of an international peer group. The aim is to create incentives for management to execute strategic plans and deliver excellent operating results and to align management's incentives with the interests of the shareholders. Senior executives covered by the proposed guidelines include the CEO and members of the Executive Board ("Senior Executives"). At present Tele2 have eight Senior Executives.
Remuneration to the Senior Executives should comprise annual base salary and variable short-term incentive (STI) and long-term incentive (LTI) programs. The STI shall be based on the performance in relation to established objectives. The objectives shall be related to the Company's overall result and the Senior Executives individual performance. The STI can amount to a maximum of 100 percent of the annual base salary. Based on exceptional performance, stretch goals, an additional bonus above the STI may be granted, amounting to a maximum of 20 percent of the annual base salary for the Senior Executives.
Over time, it is the intention of the Board of Directors to increase the proportion of variable performance based compensation as a component of the Senior Executives' total compensation.
Other benefits may include e.g. company cars and for expatriated Senior Executives e.g. housing benefits for a limited period of time. The Senior Executives may also be offered health care insurances.
The Senior Executives are offered contribution based pension plans. Pension contributions for the CEO amount to a maximum of 25 percent of the annual base salary. For the other Senior Executives pension contributions amount to a maximum of 20 percent of the annual base salary.
The maximum period of notice of termination of employment shall be 12 months in the event of termination by the CEO and six months in the event of termination by any of the other Senior Executives. In the event of termination by the company, the maximum notice period during which compensation is payable is 18 months for the CEO and 12 months for any of the other Senior Executives.
In special circumstances, the Board may deviate from the above guidelines. In such case the Board is obligated to give account for the reason for the deviation on the following Annual General Meeting.
The Board has deviated from the guidelines which were decided at the 2008 Annual General Meeting on two occasions:
When Lars Johan Jarnheimer informed the Board that he wished to resign it was decided to offer him a notice period of 18 months to ensure an orderly appointment and smooth handover to the new CEO and allow Lars Johan to be available for consultation without conflicts to the Company. Lars-Johan Jarnheimer was also granted continued participation in the 2006, 2007 and 2008 Long-Term Incentive programs.
When Johnny Svedberg left the Company, the Board decided to offer a notice period of 12 months to ensure he would be available for consultation during this time. Johnny Svedberg was also granted continued participation in the 2006 Long-Term Incentive program.
PROPOSAL TO IMPLEMENT AN INCENTIVE PROGRAMME (Item 16)
The Board of Directors proposes that the Annual General Meeting resolves to adopt a performance based incentive programme for senior executives and other key employees within the Tele2 group in accordance with Items 16 (a) - 16 (d) below. All resolutions are proposed to be conditional upon each other and are therefore proposed to be adopted in connection with each other.
PROPOSAL TO ADOPT AN INCENTIVE PROGRAMME (Item 16 (a))
The Board of Directors proposes that the Annual General Meeting resolves to adopt a performance based incentive programme (the "Plan"). The Plan is proposed to include in total approximately 80 senior executives and other key employees within the Tele2 group. The participants in the Plan are required to own shares in Tele2. These shares can either be shares already held or shares purchased on the market in connection with notification to participate in the Plan. Thereafter the participants will be granted, by the Company free of charge, retention rights and performance rights on the terms stipulated below. The proposed Plan has the same structure as the plan that was adopted at the 2008 Annual General Meeting.
For each share held under the Plan, the participants will be granted retention rights and performance rights by the Company. Subject to fulfilment of certain retention and performance based conditions during the period 1 April 2009 - 31 March 2012 (the "Measure Period"), the participant maintaining the employment within the Tele2 group at the date of the release of the interim report January - March 2012 and subject to the participant maintaining the invested shares, each retention right and performance right entitles the employee to receive one Class B share. Dividends paid on the underlying share will increase the number of retention and performance shares being allotted in order to treat the shareholders and the participants equally.
The retention rights and performance rights are divided into (i) A rights; retention shares, (ii) B rights; performance shares and (iii) C rights; performance shares.
The shares to be received by the employee depend on the fulfilment of certain defined retention and performance based conditions during the Measure Period as follows:
A rights Tele2's total shareholder return (TSR) on the Tele2 shares; with a minimum hurdle exceeding 0 percent during the Measure Period;
B rights average normalised return of capital employed (ROCE); with a minimum hurdle of 14 percent during the Measure Period and a stretch target of ROCE 17 percent; and
C rights TSR compared with a peer group including Elisa, Hutchison Telecom, Millicom, Mobistar, MTS - Mobile Telesystems, Telenor, Turkcell, United States Cellular and Vodafone during the Measure Period; with TSR being better than the average TSR for the peer group as a minimum hurdle and TSR being 10 percentage points better than the average TSR for the peer group as a stretch target.
In total, the Plan is estimated to comprise up to 164,000 shares and entitling up to 752,000 rights whereof 164,000 retention rights and 588,000 performance rights. The participants are divided into different groups and in accordance with the above, the Plan will comprise up to 8,000 shares and seven rights per invested share for the CEO, up to 36,000 shares and six rights per invested share for senior executives and up to 120,000 shares and four rights per invested share for other participants (approximately 70 persons).
The participant's maximum profit per right in the Plan is limited to SEK 355, five times the average closing share price of the Tele2 Class B shares during February 2009 (SEK 71). The maximum dilution is up to 0.19 percent in terms of shares outstanding, 0.11 percent in terms of votes and 0.07 percent in terms of costs for the programme as defined in IFRS 2 divided by Tele2's market capitalisation.
The Board of Directors, or a committee established by the Board for these purposes, shall be responsible for preparing the detailed terms and conditions of the Plan. To this end, the Board of Directors shall be entitled to make adjustments to meet foreign regulations or market conditions.
The objective of the proposed Plan is to create conditions for retaining competent employees in the group. The Plan has been designed based on the view that it is desirable that senior executives and other key employees within the group become shareholders in the Company to a larger extent than today. Participation in the Plan requires a personal investment, be it shares already held or shares purchased on the market in connection with the Plan. By offering an allotment of retention rights and performance rights which are based on profits and other retention and performance based conditions the participants are rewarded for increased shareholder value. Further, the Plan rewards employees' loyalty and long-term growth in the Company. Against this background, the Board of Directors is of the opinion that the adoption of the Plan as set out above will have a positive effect on the Tele2 group's future development and thus be beneficial for both the Company and its shareholders.
To ensure the delivery of Class B shares under the Plan, the Board of Directors proposes that the General Meeting authorises the Board to resolve on a directed issue of Class C shares to Nordea Bank AB (publ) in accordance with item 16 (b), and an authorisation for the Board of Directors to subsequently resolve to repurchase the Class C shares from Nordea Bank AB (publ) in accordance with item 16 (c). The Class C shares will then be held by the Company as treasury shares during the vesting period, where after the appropriate number of Class C shares will be reclassified into Class B shares and subsequently be delivered to the participants under the Plan.
The above proposal is supported by major shareholders.
AUTHORISATION TO RESOLVE TO ISSUE CLASS C SHARES (Item 16 (b))
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board, during the period until the next Annual General Meeting, to increase the Company's share capital by not more than SEK 1,062,500 by the issue of not more than 850,000 Class C shares, each with a ratio value of SEK 1.25. With disapplication of the shareholders' preferential rights, Nordea Bank AB (publ) shall be entitled to subscribe for the new Class C shares at a subscription price corresponding to the ratio value of the shares. The purpose of the authorisation and the reason for the disapplication of the shareholders' preferential rights in connection with the issue of shares is to ensure delivery of Class B shares to participants under the Plan.
AUTHORISATION TO RESOLVE TO REPURCHASE OWN CLASS C SHARES (Item 16 (c))
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board, during the period until the next Annual General Meeting, to repurchase its own Class C shares. The repurchase may only be effected through a public offer directed to all holders of Class C shares and shall comprise all outstanding Class C shares. The purchase may be effected at a purchase price corresponding to not less than SEK 1.25 and not more than SEK 1.35. Payment for the Class C shares shall be made in cash. The purpose of the repurchase is to ensure the delivery of Class B shares under the Plan.
TRANSFER OF OWN CLASS B SHARES (Item 16 (d))
The Board of Directors proposes that the Annual General Meeting resolves that Class C shares that the Company purchases by virtue of the authorisation to repurchase its own shares in accordance with item 16 (c) above, following reclassification into Class B shares, may be transferred to participants in accordance with the terms of the Plan.
RESOLUTION TO REDUCE THE SHARE CAPITAL BY WAY OF REDEMPTION OF REPURCHASED SHARES (Item 17)
The Board of Directors proposes that the Annual General Meeting resolves to reduce the Company's share capital by a maximum of SEK 5,625,000 by redemption, without repayment, of 4,500,000 Class B shares, which the company has repurchased. Furthermore, the Board of Directors proposes that the redemption amount should be reserved to non-restricted equity.
According to the Companies Act, a resolution to reduce the share capital may only be executed after the Swedish Companies Registration Office has registered the resolution and after permission from the Swedish Companies Registration Office or, if disputed, Court.
AUTHORISATION FOR THE BOARD OF DIRECTORS TO PURCHASE AND TRANSFER THE COMPANY'S OWN SHARES (Item 18)
The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors to pass a resolution on one or more occasions for the period up until the next Annual General Meeting on purchasing 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 purchase 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.
Furthermore, it is proposed that that the Annual General Meeting authorises the Board of Directors to pass a resolution on one or more occasions for the period up until the next Annual General Meeting on transferring the Company's own Class A and/or Class B shares on the NASDAQ OMX Stockholm or in connection with an acquisition of companies or businesses. The transfer of shares on the NASDAQ OMX Stockholm may only occur at a price within the share price interval registered at that time. The authorisation includes the right to resolve on disapplication of the preferential rights of shareholders and that payment shall be able to be made in other forms than cash.
The purpose of the authorisations is so that the Board of Directors obtains increased freedom to act and obtains the ability to continuously adapt the Company's capital structure and thereby contribute to increased shareholder value as well as have the ability to finance future acquisitions.
RESOLUTION ON THE OFFER OF RECLASSIFICATION OF CLASS A SHARES INTO CLASS B SHARES (Item 19)
The Board of Directors proposes that the Meeting shall resolve that holders of Class A shares shall be entitled to reclassify their Class A shares into Class B shares, upon which time one Class A share shall be eligible for reclassification into one Class B share. An application for reclassification shall be made during the period 12 May 2009 through 15 May 2009. The reclassification request may include some or all of the shareholder's Class A shares and should either state the number of Class A shares that shall be reclassified, or the fraction (stated in percentage with no more than two decimals) of the total number of votes in the company that the Class A shareholder wants to hold after the reclassification. An application for reclassification shall be made in writing to the board of directors which will thereafter handle the issue of reclassification. Such a request shall be made on a special form which is to be sent to owners of Class A shares whose holding are registered in their own names well in advance of 12 May 2009, as well as being made available at the Company's premises and on the Company's website.
SHARES AND VOTES
There are a total number of 449,799,339 shares in the Company, whereof 38,173,706 Class A shares, 406,677,633 Class B shares and 4,948,000 Class C shares, corresponding to a total of 793,362,693 votes. The Company currently holds 4,500,000 of its own Class B shares corresponding to 4,500,000 votes and 4,948,000 of its own Class C shares corresponding to 4,948,000 votes, which can not be represented at the Annual General Meeting.
Valid resolutions under items 14, 16 (b), 16 (c), 17, 18 and 19 above require approval of shareholders representing at least two-thirds of the shares and the numbers of votes represented at the Meeting. A valid resolution under item 16 (a) and 16 (d) above requires approval of shareholders representing at least nine-tenth of the shares and the numbers of votes represented at the Meeting. From Monday 27 April 2009, the complete text of the Board of Directors' proposals as set out above will be available at the Company's website at www.tele2.com
, and at the Company's premises at Skeppsbron 18 in Stockholm. Shareholders who wish to receive those documents may notify the Company, whereupon the documents will be sent by post or by e-mail.
Stockholm April, 2009
THE BOARD OF DIRECTORS