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Press release Tele2 Group May 09 2007, 4:36 PM CET

Annual General Meeting

Tele2 AB (publ) today announced that the company's Annual General Meeting (AGM) of shareholders held today in Stockholm re-elected Mia Brunell, Vigo Carlund, John Hepburn, John Shakeshaft and Cristina Stenbeck as Board Members. Mike Parton and Pelle Törnberg were elected as new Board Members. Further, Vigo Carlund was re-elected as Chairman of the Board of Directors.
-        Mike Parton is a senior executive with an extensive international career in the telecoms industry. Mike Parton was the CEO of Marconi Plc., a telecommunications business with global operations, between 2001 and 2006. During this period he successfully restructured the business, returning the company to profitability and revenue growth before eventually selling the product business to Ericsson for GBP 1.3 billion, in addition to creating a GBP 300 million telecom services business that now operates as Telent Plc. Mike Parton's early career included finance roles in the Michelin Tyre Company and ICL before he joined GEC (later to become Marconi) where he held a number of senior finance and general management roles culminating in his appointment as Group CEO. He joined the main board of Marconi Plc in 2000.
-        Pelle Törnberg has established and launched a wide range of media companies within Industriförvaltnings AB Kinnevik before assuming responsibility for Kinnevik's media operations in 1993. He has, upon its demerger from Kinnevik in 1997, been the President and CEO of Modern Times Group MTG AB until 2000. He has since Metro International S.A.'s demerger from Modern Times Group MTG AB in 2000 served as the President and CEO of the company. Presently non-executive Director of Modern Times Group MTG AB, and moreover, Board member of RNB Retail and Brands AB and the Swedish American Chamber of Commerce.
 
The AGM discharged the Board of Directors and the CEO from liability for the 2006 financial year. Further, the AGM resolved in accordance with the proposal of the Board of Directors on a cash dividend of SEK 1.83 per share. Monday 14 May, 2007 was decided as the record date for the dividend and it is expected that the dividend will be distributed by VPC on Friday May 18, 2007.
 
 
The AGM resolved to:
  • Set the remuneration for 2007 to the Board of Directors in accordance with the following. Fixed remuneration of SEK 3,750,000, of which SEK 1,000,000 is allocated to the Chairman of the Board of Directors, SEK 400,000 to each of the other Board members and a total of SEK 350,000 for work in the committees of the Board.
  • Adopt the following procedure for the election of members of the Board of Directors and auditor. The work of preparing a proposal on the directors of the Board and auditor, and their remuneration as well as the proposal on the Chairman of the Annual General Meeting of 2008 shall be performed by a Nomination Committee. The Nomination Committee, which will consist of at least three representatives of larger shareholders, will be formed during September 2007 in consultation with the largest shareholders in the company at that time. Cristina Stenbeck will be a member of the Committee and will also act as its convenor. The composition of the Committee will be communicated in the company's interim report for the third quarter of 2007.
  • Approve the guidelines on remuneration for senior executives.
  • Amend the articles of association by inserting a provision on reclassification with the purpose of entitling Class A shareholders to reclassify their holdings of Class A shares to Class B shares. The amendment means that a provision is inserted stating that every Class A share, under the calendar months of January and July each year, after a request from a shareholder, may be reclassified to a Class B share.
  • Authorise the Board of Directors to pass a resolution for the period up until the next Annual General Meeting on purchasing so many class B shares that the company's holding does not at any time exceed 5 percent of the total number of shares in the company. The purchase of shares shall take place on Stockholmsbörsen. Further, the Board of Directors was authorised to pass a resolution for the period up until the next Annual General Meeting on transferring the company's own Class B shares on the Stockholm Stock Exchange or in connection with an acquisition of companies or businesses. The purpose of the authorisation 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.
  • Authorise the Board of Directors  to pass a resolution to reduce the company's share capital by a maximum of SEK 27,792,683.75 by redemption, without repayment, of Class B share, which the company has repurchased, but not transferred. The redemption amount should be reserved to non-restricted equity.
  • Adopt an incentive program for allocation to senior executives and other key employees in the Tele2 Group, in accordance with the Board's proposals.

    The participants in the incentive programme (a maximum of 80 individuals) shall be offered to purchase warrants on market terms. Each warrant entitles to subscription of one Class B share in the company. For each warrant purchased, the participant will be offered a maximum of two stock options for free, each carrying the right to purchase one Class B share.

    The warrants and stock options, if granted and exercised in full, give rise to a maximum dilution effect for 2007 of 0.92 % of the share capital and 0.52 % of the total number of votes. Considering the previously issued and outstanding warrants, the dilution effect will be approximately 1.48 percent of the total number of shares and approximately 0.84 percent of the total number of votes.

    The Board of Directors was authorized to issue a maximum of 1,366,000 warrants each entitling the holder to subscribe for one new Class B share. The warrants will be issued in two series (Series I and II). However, the total number of warrants in Series I and II may not exceed 1,366,000 warrants, whereof a maximum of 266,000 warrants in Series II. For warrants in Series I, the exercise price shall correspond to 110 percent of the average closing price of the company's shares 10 trading days following the Annual General Meeting, and for warrants in Series II the exercise price shall correspond to 110 percent of the average closing price of the company's share during a period of ten trading days immediately following the announcement of the interim report for the three first quarters of 2007. Moreover, it was resolved to authorise the Board of Directors, until the next Annual General Meeting, on one or several occasions, to resolve to issue a maximum of 2,732,000 warrants, each entitling to subscription of one Class B share. The warrants shall solely be exercised in order to ensure delivery of Class B shares under the stock options.
 
  • Authorise the Board of Directors to resolve on raising certain loan financing where the interest rate is dependent upon the Company's financial result or position.
 
At a statutory meeting of the Board of Directors following the AGM, an Audit Committee and a Remuneration Committee were appointed. John Shakeshaft was appointed as Chairman of the Audit Committee and Mia Brunell and Mike Parton were appointed as members of the committee. Vigo Carlund was appointed as Chairman of the Remuneration Committee and John Hepburn and Mia Brunell were appointed as members of the committee.
 
____________________________________________________________________
Further information can be obtained from:
Lars-Johan Jarnheimer, President and CEO Tele2 AB, Telephone: +46 8 5626 4000
 
Lars Torstensson, Investor Inquiries, Telephone: +46 702 73 48 79
 
Tele2 is Europe's leading alternative telecom operator Tele2's mission is to provide cheap and simple telecoms for everyone in Europe. Tele2 always strives to offer the market's best prices. We have 29 million customers in 22 countries. Tele2 offers fixed and mobile telephony, broadband, data network services and cable TV. 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 OMX Nordic Exchange since 1996. In 2006 we had operating revenue of SEK 50.3 billion and we
reported a operating profit (EBITDA) of SEK 5.7 billion.

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