Notice to the Extraordinary General Meeting
The continued spread of COVID-19 remains difficult to assess with any certainty. Tele2 is mindful of the health of the shareholders as well as the work to limit the spread of the virus. In order to reduce the risk of spreading the virus and having regard to the authorities’ regulations and advice on avoiding public gatherings, the Extraordinary General Meeting is carried out through advance voting (postal voting) pursuant to temporary legislation. No meeting with the possibility to attend in person or to be represented by a proxy will take place. Hence, the Extraordinary General Meeting will be held without physical presence.Tele2 welcomes all shareholders to exercise their voting rights at the Extraordinary General Meeting through advance voting as described below. Information on the resolutions passed at the Extraordinary General Meeting will be published on 28 June 2021 as soon as the result of the advance voting has been finally confirmed.The shareholders may request in the advance voting form that a resolution on one or several of the matters on the proposed agenda below should be deferred to a so-called continued general meeting, which cannot be conducted solely by way of advance voting. Such general meeting shall take place if the Extraordinary General Meeting so resolves or if shareholders with at least one tenth of all shares in the company so requests.
PRECONDITIONS FOR PARTICIATION
For a person to be entitled to participate, through advance voting, in the Extraordinary General Meeting such person must
- be entered in the share register maintained by Euroclear Sweden AB on Thursday 17 June 2021, and
- have notified its intention to participate no later than on Thursday 24 June 2021 by casting its advance vote in accordance with the instructions under the heading “Advance voting” below so that the advance voting form is received by Euroclear Sweden AB no later than that day.
Shareholders whose shares are registered in the names of nominees must re-register such shares in their own name no later than Monday 21 June 2021 in order to be entitled to attend the Extraordinary General Meeting. In order for such re-registration, which can be temporary, to be completed on Monday 21 June 2021 the shareholder must inform their nominees well before that day.
The shareholders may exercise their voting rights at the Extraordinary General Meeting only by voting in advance, so-called postal voting in accordance with Section 22 of the Act (2021:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form shall be used for advance voting. The form is available on Tele2’s website, www.tele2.com, under the heading “General Shareholders’ Meetings”, under the heading “Organization and Governance”, found under the section “About”. The advance voting form is considered as the notification of participation.
The completed voting form must be received by Euroclear Sweden AB (administering the forms on behalf of Tele2) no later than Thursday 24 June 2021. The form may be submitted via e-mail to GeneralMeetingService@euroclear.com or by post to Tele2 AB, “EGM”, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden. Shareholders who are natural persons may also cast their advance votes electronically through BankID verification via Euroclear Sweden AB’s website, https://anmalan.vpc.se/euroclearproxy. If the shareholder votes in advance by proxy, a power of attorney shall be enclosed to the form. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.
For questions about the Extraordinary General Meeting or to have the advance voting form sent by post, please contact Euroclear Sweden AB on telephone +46 (0) 8 402 92 09 (Monday-Friday, 09.00-16.00 CEST).
- Election of Chairman of the Extraordinary General Meeting.
- Election of one or two persons to check and verify the minutes.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Determination of whether the Extraordinary General Meeting has been duly convened.
- Resolution on extraordinary dividend.
Election of Chairman of the Extraordinary General Meeting (item 1)
The Board proposes that Charlotte Levin, member of the Swedish Bar Association, or the person proposed by the Board if she has an impediment to attend, is elected to be the Chairman of the Extraordinary General Meeting.
Election of one or two persons to check and verify the minutes (item 2)
The Board proposes that Marianne Nilsson, Swedbank Robur, and John Hernander, Nordea Funds, or if one or both of them have an impediment to attend, the person or persons instead appointed by the Board, are proposed to be elected to approve the minutes of the Extraordinary General Meeting together with the Chairman. The task of approving the minutes of the Extraordinary General Meeting also includes verifying the voting list and that the advance votes received are correctly stated in the minutes of the Extraordinary General Meeting.
Preparation and approval of the voting list (item 3)
The voting list proposed for approval is the voting list drawn up by Euroclear Sweden AB on behalf of Tele2, based on the Extraordinary General Meeting’s share register and advance votes received, which has been verified and recommended by the persons approving the minutes.
Resolution on extraordinary dividend (item 6)
Tele2’s strong balance sheet and resilient business model remains highly cash generative, despite the lingering pandemic. In line with Tele2’s financial policy, which aims to maintain target leverage by distributing capital to shareholders, the Board proposes an extraordinary dividend of SEK 3.00 per share. The record date for the extraordinary dividend shall be on 30 June 2021. If the Extraordinary General Meeting resolves in accordance with the proposal, the dividend will be paid to the shareholders on 5 July 2021.
The extraordinary dividend proposed by the Board will not affect the payment of the ordinary dividend resolved by the Annual General Meeting on 22 April 2021, and for which the record date for the second instalment is set to 5 October 2021.
Shares and votes
As at the date of this notice, there are a total number of 692,821,597 shares in Tele2, whereof 22,552,163 Class A shares, 667,789,434 Class B shares and 2,480,000 Class C shares, corresponding to a total of 895,791,064 votes. As at the date on which this notice is disclosed Tele2 holds 494,865 of its own Class B shares and 2,480,000 of its own Class C shares corresponding to 2,974,865 votes which cannot be represented at the Extraordinary General Meeting.
The Board, or the person that the Board will appoint, shall be authorised to make the minor adjustments in the Extraordinary General Meeting’s resolutions as may be required in connection with registration at the Swedish Companies Registration Office and Euroclear Sweden.
The reasoned statement of the Board pursuant to Chapter 18 Section 4 of the Swedish Companies Act (2005:551), as well as the Board’s statement and the Auditor’s statement pursuant to Chapter 18 Section 6 of the Swedish Companies Act, are available at the company’s website www.tele2.com under the heading “General Shareholders’ Meetings”, under the heading “Organization and Governance”, found under the section “About”. The annual report including the auditor report is available on the company’s website www.tele2.com under the heading “Reports and presentations”, found under the section “Investors”. All documentation is also available at the company’s premises at
Torshamnsgatan 17, SE-164 40 Kista, Sweden, and will be sent to those shareholders who so request and state their postal address or email address.
The documentation can be ordered by telephone at +46 (0) 8 402 92 09 or at the address Tele2 AB, “EGM”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden.
Shareholders’ right to request information
The Board and the Chief Executive Officer shall, if any shareholder so requests and the Board believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda and the company’s relation to other companies within the group. A request for such information shall be made in writing to Tele2 AB, att. Katarina Areskoug, Box 62, SE-164 94 Kista, Sweden, or via e-mail to firstname.lastname@example.org, no later than on 18 June 2021. The information will be made available at Tele2 AB (publ), Torshamnsgatan 17, SE-164 40 Kista, Sweden and on www.tele2.com, under the heading “General Shareholders’ Meetings”, under the heading “Organization and Governance”, found under the section “About”, on 23 June 2021 at the latest. The information will also be sent, within the same period of time, to the shareholder who has requested it and stated its address.
Processing of personal data
For information on how your personal data is processed, see Tele2’s Privacy notice for General Meetings of Shareholders at www.tele2.com under the heading “Shareholders’ personal data”, found under the heading “The share” under the section “Investors”.
Stockholm, June 2021
TELE2 AB (PUBL)