Tele2 AB : Notice to Attend the Annual General Meeting
(Thomson Reuters ONE) -
The shareholders of Tele2 AB (publ) are hereby invited to the Annual General
Meeting on Monday 7 May 2012 at 1.00 p.m. CET at the Hotel Rival, Mariatorget 3
in Stockholm.
NOTIFICATION ETC.
Shareholders who wish to attend the Annual General Meeting shall
* be entered in the share register maintained by Euroclear Sweden AB on Monday
30 April 2012,
* give notice of their attendance not later than on Monday 30 April 2012 at
1.00 p.m. CET. The notification may be submitted on the Company's website at
www.tele2.com, by telephone to +46 (0) 771 246 400 or in writing to the
address Tele2 AB, c/o Computershare AB, P.O. Box 610, SE-182 16 Danderyd,
Sweden.
The notification should state the name, personal identification number or
company registration number, address, telephone number, shareholdings and
advisors, if applicable. 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 attend the Annual General Meeting. Shareholders who wish to
make such re-registration must inform their nominees well before Monday 30 April
2012. Shareholders represented by proxy or a representative should submit a
power of attorney, registration certificate or other documents of authority to
the Company at the address above well before the Annual General Meeting, and
preferably not later than Monday 30 April 2012. A template proxy form is
available on the Company's website at www.tele2.com. Shareholders cannot vote
or, in other way, participate on distance.
PROPOSED AGENDA
1. Opening of the Annual General Meeting.
2. Election of Chairman of the Annual General Meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two persons to check and verify the
minutes.
6. Determination of whether the Annual General Meeting has been
duly convened.
7. Statement by the Chairman of the Board on the work of the
Board of Directors.
8. Presentation by the Chief Executive Officer.
9. Presentation of Annual Report, Auditors' Report and the
consolidated financial statements and the auditors' report on the consolidated
financial statements.
10. Resolution on the adoption of the income statement and Balance
Sheet and of the consolidated income statement and the consolidated Balance
Sheet.
11. Resolution on the proposed treatment of the Company's earnings
as stated in the adopted Balance Sheet.
12. Resolution on the discharge of liability of the directors of the
Board and the Chief Executive Officer.
13. Determination of the number of directors of the Board.
14. Determination of the remuneration to the directors of the Board
and the auditor.
15. Election of the directors of the Board and the Chairman of the
Board.
16. Election of auditor.
17. Approval of the procedure of the Nomination Committee.
18. Resolution regarding guidelines for remuneration to senior
executives.
19. 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 own class B shares
20. Resolution to authorise the Board of Directors to resolve on
repurchase of own shares.
21. Resolution regarding reduction of the statutory reserve.
22. Shareholder Thorwald Arvidsson's proposal to resolve on:
(a) examination of the Company's customer policy by a special
examiner pursuant to Ch 10 Sec 21 of the Companies Act (2005:551);
(b) examination of the Company's investor relations policy by a
special examiner pursuant to Ch 10 Sec 21 of the Companies Act (2005:551);
(c) establish a customer ombudsman function;
(d) annual evaluation of the Company's "work with gender equality
and ethnicity";
(e) purchase and distribution of a book to the shareholders;
(f) instruction to the Board of Directors to found an association
for small and mid-size shareholders; and
(g) appendix to this year's minutes.
23. Closing of the Annual General Meeting.
RESOLUTIONS PROPOSED BY THE NOMINATION COMMITTEE
Election of Chairman of the Annual General Meeting (item 2)
The Nomination Committee proposes that the lawyer Wilhelm Lüning is appointed to
be the Chairman of the Annual General Meeting.
Determination of the number of directors of the Board and election of the
directors of the Board and the Chairman of the Board (items 13 and 15)
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 Lars Berg, Mia Brunell Livfors, Jere
Calmes, John Hepburn, Erik Mitteregger, Mike Parton, John Shakeshaft and
Cristina Stenbeck as directors of the Board.
The Nomination Committee proposes that the Annual General Meeting shall re-elect
Mike Parton as Chairman of the Board.
The Nomination Committee's motivated statement explaining its proposals
regarding the Board of Directors and information about the proposed directors of
the Board are available on Company's website at www.tele2.com.
Determination of the remuneration to the directors of the Board and the auditor
(item 14)
The Nomination Committee proposes that the Annual General Meeting resolves to
increase the remuneration to the Chairman of the Board and the Board of
Directors with five (5) percent and that remuneration for work in the Board
Committees shall remain unchanged. This means a total Board remuneration of SEK
5,665,000 (2011: 5,425,000) for the period until the close of the next Annual
General Meeting in 2013. The proposal includes SEK 1,365,000 (2011: 1,300,000)
to be allocated to the Chairman of the Board, SEK 525,000 (2011: 500,000) to
each of the directors of the Board and total SEK 625,000 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.
Furthermore, remuneration to the auditor shall be paid in accordance with
approved invoices.
Election of auditor (item 16)
The Nomination Committee proposes that the Annual General Meeting shall re-elect
the registered accounting firm Deloitte AB until the close of the Annual General
Meeting 2016 (i.e. the auditor's term of office shall be four years). Deloitte
AB will appoint Thomas Strömberg as auditor-in-charge.
Approval of the procedure of the Nomination Committee (item 17)
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 of the Board of Directors and
auditor, in the case that an auditor should be elected, and their remuneration
as well as the proposal of the Chairman of the Annual General Meeting of 2013
shall be performed by a Nomination Committee. The Nomination Committee will be
formed during October 2012 in consultation with the largest shareholders of the
Company as per 30 September 2012. 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 2012 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 may be appointed after consultation with the largest shareholders of the
Company. However, unless there are special circumstances, there shall not be
changes in the composition of the Nomination Committee if there are only
marginal changes in the number of votes, or if a change occurs less than three
months prior to the Annual General Meeting. 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.
RESOLUTIONS PROPOSED BY THE BOARD OF DIRECTORS
Dividend (item 11)
The Board of Directors proposes an ordinary dividend of SEK 6.50 per share and
an extraordinary dividend of SEK 6.50 per share, i.e. a total dividend of SEK
13 per share. The record date for dividend is proposed to be on Thursday 10 May
2012. The dividend is estimated to be paid out to the shareholders on Tuesday
15 May 2012.
A reasoned statement from the Board of Directors, pursuant to Ch 18 Sec 4 of the
Companies Act (2005:551), with respect to the proposed dividend is available on
the Company's website at www.tele2.com, at the Company's premises at Skeppsbron
18 in Stockholm and will be sent to those shareholders who so request and state
their postal address or email address.
Guidelines for remuneration to senior executives (item 18)
The Board of Directors proposes the following guidelines for determining
remuneration for senior executives to be approved by the Annual General Meeting.
The objectives of Tele2's 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 Leadership Team ("senior executives"). At present, Tele2 has eleven
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.
Over time, it is the intention of the Board to increase the proportion of
variable performance based compensation as a component of the senior executives'
total compensation.
The Board shall continually consider the need of imposing restrictions in the
variable short-term incentive programs that are paid in cash, and make payments
under such incentive programs or proportions of such payments, conditional on
whether the performance on which it was based has proved to be sustainable over
time, and/or allowing the company to reclaim components of such variable
compensation that have been paid on the basis of information which later proves
to be manifestly misstated.
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 premium based pension plans. Pension premiums
for the CEO can amount to a maximum of 25 percent of the annual base salary. For
the other senior executives pension premiums can 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 a case, the Board is obligated to give account of the reason for the
deviation on the following Annual General Meeting.
In accordance with the Swedish Code of Corporate Governance the Remuneration
Committee within the Board of Directors monitors and evaluates the application
of the guidelines for remuneration to the senior executives established by the
Annual General Meeting. The evaluation has resulted in the conclusion that
during 2011 there has not been any deviation from the guidelines for
remuneration to senior executives that are adopted by the Annual General
Meeting. The Company's auditor has, pursuant to Ch 8 Sec 54 of the Companies Act
(2005:551), provided a statement with respect to whether there has been
compliance with the guidelines for remuneration to the senior executives which
have applied since the previous Annual General Meeting.
The Auditor's statement and the Board of Directors' report of the results of the
Remuneration Committee's evaluation are available on the Company's website at
www.tele2.com, at the Company's premises at Skeppsbron 18 in Stockholm and will
be sent to those shareholders who so request and state their postal address or
email address.
Incentive programme (items 19(a)-(d))
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 19(a) - 19(d)
below. All resolutions are proposed to be conditional upon each other and are
therefore proposed to be adopted in connection with each other.
Adoption of an incentive programme (item 19(a))
Summary of the programme
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 300 senior executives and other key employees
within the Tele2 group. The participants in the Plan are in general required to
hold shares in Tele2. These shares can either be shares already held or shares
purchased on the market in connection with the 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.
As a consequence of market conditions, employees in Russia and Kazakhstan will
be offered to participate in the Plan without being required to hold shares in
Tele2. The proposed Plan has the same structure as the plan that was adopted at
the 2011 Annual General Meeting.
Personal investment
In order to participate in the Plan, the employees have 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. The required
purchase of shares in Tele2 will correspond to a value of 7-16 per cent of the
employee's annual base salary. For each share held under the Plan, the
participants will be granted retention rights and performance rights by the
Company.
Exemption for participants in Russia and Kazakhstan
As a consequence of market conditions, employees in Russia and Kazakhstan will
be offered to participate in the Plan without being required to hold shares in
Tele2. In such cases, the number of allotted retention rights and performance
rights under the Plan will be reduced, and correspond to 37.5 per cent of the
number of rights allotted for participation with a personal investment.
General terms and conditions
Subject to fulfilment of certain retention and performance based conditions
during the period 1 April 2012 - 31 March 2015 (the "Measurement Period"), the
participant maintaining the invested shares (where applicable) during the
vesting period ending at the release of the interim report for the period
January - March 2015 and maintaining, with certain exceptions, the employment
within the Tele2 group at the release of the interim report January - March
2015, each right entitles the employee to receive one Class B share in the
Company. Dividends paid on the underlying share will increase the number of
shares that each retention right and performance right entitles to in order to
treat the shareholders and the participants equally.
Performance conditions
The rights are divided into Series A (retention rights) and Series B and C
(performance rights). The number of Tele2-shares the participant will receive
depends on which category the participant belongs to and on the fulfilment of
the following defined retention and performance based conditions:
Series A Tele2's total shareholder return on the share (TSR) during the
Measurement Period exceeding 0 per cent as entry level.
Series B Tele2's average normalised return of capital employed (ROCE)
during the Measurement Period being at least 19 per cent as entry level and at
least 23 per cent as the stretch target.
Series C Tele2's total shareholder return on the shares (TSR) during the
Measurement Period being equal to the average TSR for a peer group including
Elisa, KPN, Millicom, Mobistar, MTS - Mobile TeleSystems, Telenor, Telia Sonera,
Turkcell and Vodafone as entry level, and exceeding the average TSR for the peer
group with 10 percentage points as the stretch target.
The determined levels of the conditions include an entry level and a stretch
target with a linear interpolation applied between those levels as regards the
number of rights that vests. The entry level constitutes the minimum level which
must be reached in order to enable vesting of the rights in that series. If the
entry level is reached, the number of rights that vests is proposed to be 100
per cent for Series A and 20 per cent for Series B and C. If the entry level is
not reached, all rights to retention or performance shares (as applicable) in
that series lapse. If a stretch target is met, all retention rights or
performance rights (as applicable) vest in that series. The Board of Directors
intends to disclose the outcome of the retention and performance based
conditions in the annual report of 2015.
Retention rights and performance rights
The retention rights and performance rights shall be governed by the following
terms and conditions:
* Granted free of charge after the annual general meeting.
* May not be transferred or pledged.
* Vests after the release of the interim report for the period January - March
2015.
* Dividends paid on the underlying share will increase the number of shares
that each retention right and performance right entitles to in order to
treat the shareholders and the participants equally.
* Vests provided that the holder has maintained the personal investment (where
applicable) during the vesting period ending at the release of the interim
report for the period January - March 2015 and is, with certain exceptions
still employed by the Tele2 group during the vesting period ending at the
release of the interim report for the period January - March 2015.
Preparation and administration
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, in accordance with the mentioned terms and guidelines. To this end,
the Board shall be entitled to make adjustments to meet foreign regulations or
market conditions. The Board may also make other adjustments if significant
changes in the Tele2 Group, or its operating environment, would result in a
situation where the decided terms and conditions for the personal investment,
and the allotment and vesting of retention rights and performance right under
the Plan become irrelevant. The Board of Director's possibility to make such
adjustments does not include the grant of continued participation for Senior
Executives in the Company's long-term lncentive programs after the termination
of their respective employments.
Allocation
In total, the Plan is estimated to comprise up to 317,000 shares held by the
employees entitling to allotment of up to 1,380,000 rights whereof 317,000
retention rights and 1,063,000 performance rights. The participants are divided
into different categories and in accordance with the above, the Plan will
comprise the following number of shares and maximum number of rights for the
different categories:
* the CEO: may acquire up to 8,000 shares within the Plan, entitling the
holder to allotment of 1 Series A right and 3 rights each of Series B and C
per invested share, which entitles the holder to receive a maximum of 8,000
Series A rights and 24,000 rights each of Series B and C;
* senior executives and key employees (approx. 11 individuals): may acquire up
to 4,000 shares each within the Plan, entitling the holder to allotment of
1 Series A right and 2.5 rights each of Series B and C per invested share,
which entitles the holder to receive a maximum of 4,000 Series A rights and
10,000 rights each of Series B and C;
* category 1 (approx. 30 individuals in total, including 7 in Russia and
Kazakhstan): may acquire up to 2,000 shares each within the Plan, entitling
the holder to allotment of 1 Series A right and 1.5 rights each of Series B
and C per invested share, which entitles the holder to receive a maximum of
2,000 Series A rights and 3,000 rights each of Series B and C;
* category 2 (approx. 40 individuals in total, including 16 in Russia and
Kazakhstan): may acquire up to 1,500 shares each within the Plan, entitling
the holder to allotment of 1 Series A right and 1.5 rights each of Series B
and C per invested share, which entitles the holder to receive a maximum of
1,500 Series A rights and 2,250 rights each of Series B and C;
* category 3 (approx. 70 individuals in total, including 22 in Russia and
Kazakhstan): may acquire up to 1,000 shares each within the Plan, entitling
the holder to allotment of 1 Series A right and 1.5 rights each of Series B
and C per invested share, which entitles the holder to receive a maximum of
1,000 Series A rights and 1,500 rights each of Series B and C; and
* category 4 (approx. 150 individuals in total, including 67 in Russia and
Kazakhstan): may acquire up to 500 shares each within the Plan, entitling
the holder to allotment of 1 Series A right and 1.5 rights each of Series B
and C per invested share, which entitles the holder to receive a maximum of
500 Series A rights and 750 rights each of Series B and C.
Scope and costs of the Plan
The Plan will be accounted for in accordance with IFRS 2 which stipulates that
the rights should be recorded as a personnel expense in the income statement
during the vesting period. Based on the assumptions of a share price of SEK
116,70 (closing share price of the Tele2 Class B shares on 22 March 2012 of SEK
129,70 less deduction for the proposed dividend of SEK 13), a maximum
participation, an annual employee turnover of 7 per cent among the participants
of the Plan, an average fulfilment of performance conditions of approximately
50 per cent, and full vesting of retention rights, the cost for the Plan,
excluding social security costs, is estimated to approximately SEK 69 million.
The cost will be allocated over the years 2012-2015. At a 100 per cent
fulfilment of the performance conditions the cost is approximately SEK 89
million.
Social security costs will also be recorded as a personnel expense in the income
statement by current reservations. The social security costs are estimated to
around SEK 43 million with the assumptions above and an average social security
tax rate of 33 per cent and an annual share price increase of 10 per cent.
The participant's maximum profit per right in the Plan is limited to SEK 590,
five times the average closing share price of the Tele2 Class B shares during
February 2012 with deduction for the proposed dividend. If the value of the
Tele2 Class B shares exceeds SEK 590 at vesting, the number of shares that each
right entitles the participant to receive will be reduced correspondingly. The
maximum dilution is up to 0.38 per cent in terms of shares outstanding, 0.27 per
cent in terms of votes and 0.13 per cent in terms of costs for the Plan as
defined in IFRS 2 divided by Tele2's market capitalisation, excluding the
dividends proposed to the Annual General Meeting.
If the maximum profit of SEK 590 per right is reached, all invested shares
remain in the Plan and a fulfilment of the performance conditions of 100 per
cent, the maximum cost of the Plan as defined in IFRS 2 is approximately SEK
110 million and the maximum social security cost is approximately SEK 269
million.
For information on Tele2's other equity-related incentive programmes, reference
is made to the annual report for 2011, notes 32 and 34.
Effect on key ratios
The impact on basic earnings per share if the Plan had been introduced 2011 with
the assumptions above would result in a dilution of 1.1 per cent or from SEK
11.05 to SEK 10.93 on a pro forma basis.
The annual cost of the Plan including social charges is estimated to
approximately SEK 39 million given the above assumptions. This cost can be
related to the Company's total personnel costs, including social charges, of SEK
2,625 million in 2011.
Delivery of shares under the Plan
To ensure the delivery of Class B shares under the Plan, the Board of Directors
proposes that the General Meeting resolves to authorise the Board of Directors
to resolve on a directed issue of Class C shares to Nordea Bank AB (publ) in
accordance with item 19(b), and further to authorise the Board of Directors to
subsequently resolve to repurchase the Class C shares from Nordea Bank AB (publ)
in accordance with item 19(c). The Class C shares will then be held by the
Company 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 Board of Directors further proposes that the Annual General Meeting resolves
that maximum 31,000 Class B shares held by the company, and maximum 1,169,000
Class C shares held by the company after reclassification into Class B shares,
may be transferred to the participants under the Plan.
The rationale for the proposal
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 are shareholders in the Company. Participation in the Plan requires a
personal investment in Tele2 shares, be it shares already held or shares
purchased on the market in connection with the Plan. As a consequence of market
conditions, employees in Russia and Kazakhstan will be offered to participate in
the Plan without being required to hold shares in Tele2.
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.
Preparation
Tele2's Remuneration Committee has prepared this Plan in consultation with
external advisors and major shareholders. The Plan has been reviewed by the
Board of Directors at board meetings during the end of 2011 and the first months
of 2012.
The above proposal is supported by major shareholders.
Authorisation to issue Class C shares (item 19(b))
The Board of Directors proposes that the Annual General Meeting resolves to
authorise the Board of Directors, during the period until the next Annual
General Meeting, to increase the Company's share capital by not more than SEK
625,000 by the issue of not more than 500,000 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.
A valid resolution requires approval of shareholders representing at least two-
thirds of both the votes cast and the shares represented at the Annual General
Meeting.
Authorisation to resolve to repurchase own Class C shares (item 19(c))
The Board of Directors proposes that the Annual General Meeting resolves to
authorise the Board of Directors, 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 per share. 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.
A reasoned statement from the Board of Directors, pursuant to Ch 19 Sec 22 of
the Companies Act (2005:551), with respect to the proposed repurchase of own
class C shares is available on the Company's website at www.tele2.com, at the
Company's premises at Skeppsbron 18 in Stockholm and will be sent to those
shareholders who so request and state their postal address or email address.
A valid resolution requires approval of shareholders representing at least two-
thirds of both the votes cast and the shares represented at the Annual General
Meeting.
Transfer of own class B shares (item 19(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 19(c) above, following
reclassification into Class B shares, may be transferred to participants in
accordance with the terms of the Plan.
The Board of Directors further proposes that the Annual General Meeting resolves
that maximum 31,000 Class B shares held by the company, and maximum 1,169,000
Class C shares held by the company after reclassification into Class B shares,
may be transferred to participants in accordance with the terms of the Plan.
A valid resolution requires approval of shareholders representing at least nine-
tenths of both the votes cast and the shares represented at the Annual General
Meeting.
Authorisation for the Board of Directors to resolve on repurchase of own shares
(item 20)
The Board of Directors proposes that the Annual General Meeting authorises the
Board of Directors to pass a resolution on repurchasing the Company's own shares
in accordance with the following conditions:
1. The repurchase of Class A and/or Class B shares shall take place on the
NASDAQ OMX Stockholm in accordance with NASDAQ OMX Stockholm's rules
regarding purchase and sale of own shares.
2. The repurchase of Class A and/or Class B shares may take place on one or
more occasions for the period up until the next Annual General Meeting.
3. So many Class A and/or Class B shares may, at the most, be repurchased so
that the Company's holding does not at any time exceed 10 percent of the
total number of shares in the Company.
4. The repurchase of Class A and/or Class B shares at the NASDAQ OMX Stockholm
may 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.
5. It is the from time to time lowest-priced, available, shares that shall be
repurchased by the Company.
6. Payment for the shares shall be in cash.
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.
The Board of Directors shall be able to resolve that repurchase of own shares
shall be made within a repurchase program in accordance with the Commission's
Regulation (EC) no 2273/2003, if the purpose of the authorisation and the
repurchase only is to decrease the Company's equity.
A reasoned statement from the Board of Directors, pursuant to Ch 19 Sec 22 of
the Companies Act (2005:551), with respect to the proposed repurchase of own
Class A shares and/or B shares is available on the Company's website at
www.tele2.com, at the Company's premises at Skeppsbron 18 in Stockholm and will
be sent to those shareholders who so request and state their postal address or
email address.
Reduction of the statutory reserve (item 21)
The Board of Directors proposes that the Annual General Meeting resolves that
the Company's statutory reserve, which amounted to SEK 16,985,315,891 as of 31
December 2011, is to be reduced with SEK 12,000,000,000 for transfer to a fund
to be used pursuant to resolutions adopted by future General Meetings. When the
reduction has been executed, the statutory reserve will amount to
SEK 4,985,315,891. The resolution is conditional upon that the Swedish Companies
Registration Office or, in case of a dispute, the general court permits the
reduction of the statutory reserve.
RESOLUTIONS PROPOSED BY SHAREHOLDERS
Shareholder Thorwald Arvidsson's proposals (items 22(a)-(g))
Transcript of a part of a letter sent to the Board of Directors of Tele2 AB
(publ) on 23 February 2012 by shareholder Thorwald Arvidsson.
"In my capacity as a shareholder in the Company I hereby bring the same
proposals that were addressed at last year's Annual General Meeting.
Furthermore, I request that the Annual General Meeting 2012 shall resolve that
the Company shall purchase and, as a gift, distribute, to the persons that
attends the Annual General Meeting, a copy of the memoir piece En finansmans
bekännelser: veni, vidi, ridi, Ekerlids Förlag, written by Knut Ramel. The book
gives very interesting insights of how the Swedish (and international) world of
finance is operated."
Transcript of a part of a letter sent to the Board of Directors of Tele2 AB
(publ) on 10 March 2012 by shareholder Thorwald Arvidsson.
"In my capacity as a shareholder in the Company I hereby request that the
following matter shall be on the agenda of the Annual General Meeting 2012. The
Company is dominated by the three families (in alphabetic order) von Horn,
Klingspor and Stenbeck. For the many small and mid-size shareholders it is - to
express it mildly - very hard to exercise their influence of the Company. One
possibility is to found a shareholders' association in the Company. The founding
of such shareholders' association probably requires "fire support" from the
Company. Accordingly, I propose that the Annual General Meeting 2012 shall
resolve to instruct the Board of Directors to take appropriate actions in order
to found an, to the extent possible, in relation to the Company independent
shareholders' association to, primarily, look after the small and mid-size
shareholders' interests."
Transcript of a part of a letter sent to the Board of Directors of Tele2 AB
(publ) on 16 March 2012 by shareholder Thorwald Arvidsson.
"In my capacity as a shareholder in the Company I hereby request that the Annual
General Meeting shall resolve to append my previous letter with respect to the
minutes as an appendix to this year's minutes."
The letters referred to by shareholder Thorwald Arvidsson are available on the
Company's website at www.tele2.com, at the Company's premises at Skeppsbron 18
in Stockholm and will be sent to those shareholders who so request and state
their postal address or email address.
MISCELLANEOUS
Shares and votes
There are a total number of 448,783,339 shares in the Company, whereof
20,998,856 Class A shares, 423,745,483 Class B shares and 4,049,000 Class C
shares, corresponding to a total of 637,683,043 votes. The Company currently
holds 547,380 of its own Class B shares and 4,049,000 of its own Class C shares
corresponding to 4,596,380 votes which cannot be represented at the Annual
General Meeting.
Special majority requirements with respect to the proposed resolutions in items
19-22
Valid resolutions under items 19(b), 19(c), 20 and 21 above require support of
shareholders holding not less than two-thirds of both the votes cast and the
shares represented at the Annual General Meeting. Valid resolution under item
19(d) above requires support of shareholders holding at least nine-tenth of both
the votes cast and the shares represented at the Annual General Meeting. Items
19(a)-19(d) are conditional upon each other. In order for the resolutions under
items 22(a) and 22(b) to result in an examination of a special examiner it is
required that it is supported by shareholders representing either at least one
tenth of all shares in the Company or at least one third of the shares
represented at the Annual General Meeting.
Authorisation
The Board of Directors, or the person that the Board will appoint, is authorised
to make the minor adjustments in the Annual General Meeting's resolution
pursuant to item 19(b) as may be required in connection with registration at the
Swedish Companies Registration Office and Euroclear Sweden AB.
Documentation
The accounting documents, including the Auditor's Report, the reasoned statement
of the Board of Directors, pursuant to Ch 18 Sec 4 and Ch 19 Sec 22 of the
Companies Act (2005:551), the Auditor's statement pursuant to Ch 8 Sec 54 of the
Companies Act (2005:551), the Board of Directors' report of the results of the
Remuneration Committee's evaluation according to the Swedish Code of Corporate
Governance, the Nomination Committee's motivated statement explaining its
proposals regarding the Board of Directors, information of the proposed
directors of the Board and the letters referred to by shareholder Thorwald
Arvidsson will be made available at the Company's website www.tele2.com, at the
Company's premises at Skeppsbron 18 in Stockholm 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) 771-246 400 or in
writing at the address Tele2 AB c/o Computershare AB, P.O. Box 610, SE-182 16
Danderyd, Sweden.
Shareholders' right to request information
The Board of Directors and the Chief Executive Officer shall, if any shareholder
so requests and the Board of Directors 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, circumstances that can
affect the assessment of the Company's or its subsidiaries' financial situation
and the Company's relation to other companies within the group and the
consolidated accounts.
Interpretation
The Annual General Meeting will mainly be held in Swedish. As a service to the
shareholders, simultaneous interpretation from Swedish to English as well as
from English to Swedish will be provided.
Stockholm, April 2012
TELE2 AB (PUBL)
THE BOARD OF DIRECTORS
___________
Other information
Schedule for the Annual General Meeting
The doors open for shareholders at noon CET.
The Annual General Meeting commences at 1.00 p.m. CET.
___________
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 8.00 a.m. CET on 2 April 2012.
Press release:
http://hugin.info/133413/R/1599185/504506.pdf
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Tele2 AB via Thomson Reuters ONE
[HUG#1599185]
Datum: 02.04.2012 - 08:02 Uhr
Sprache: Deutsch
News-ID 130766
Anzahl Zeichen: 47712
contact information:
Town:
Stockholm
Kategorie:
Business News
Diese Pressemitteilung wurde bisher 252 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"Tele2 AB : Notice to Attend the Annual General Meeting"
steht unter der journalistisch-redaktionellen Verantwortung von
Tele2 AB (Nachricht senden)
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