Tele2 AB : Annual General Meeting 2012
(Thomson Reuters ONE) -
Stockholm - Tele2 AB (Tele2), (NASDAQ OMX Stockholm: TEL2 A and TEL2 B) today
announced that the Company's Annual General Meeting (AGM) held today voted to
support all of the resolutions that the Board of Directors and Nomination
Committee proposed to the AGM.
The AGM re-elected Lars Berg, Mia Brunell Livfors, Jere Calmes, John Hepburn,
Erik Mitteregger, Mike Parton, John Shakeshaft and Cristina Stenbeck as
directors of the Board for the period until the close of the next AGM. Further,
the AGM re-elected Mike Parton as Chairman of the Board.
The AGM discharged the directors of the Board and the CEO from liability for the
financial year 2011.
Further the AGM resolved in accordance with the proposal of the Board of
Directors on an ordinary dividend of SEK 6.50 per share and an extraordinary
dividend of SEK 6.50 per share, in total SEK 13 per share. The record date was
decided to be Thursday 10 May 2012. The dividend is estimated to be paid out by
Euroclear Sweden on Tuesday 15 May 2012.
The AGM resolved to:
• Set the remuneration to the Board of Directors for the period until
the close of the next AGM in accordance with the following. A remuneration of
SEK 1,365,000 to be allocated to the Chairman of the Board, SEK 525,000 to each
of the directors of the Board and total SEK 625,000 for the work in the
committees of the Board of Directors. For work within the Audit Committee it was
resolved that 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 it
was resolved that SEK 50,000 shall be allocated to the Chairman and SEK 25,000
to each of the other three members. This means a total Board remuneration of SEK
5,665,000 for the period until the close of the next AGM in 2013.
• Re-elect the registered accounting firm Deloitte AB until the close of
the AGM 2016 (i.e. the auditor's term of office shall be four years). Deloitte
AB has informed that they will appoint Thomas Strömberg as auditor-in-charge.
• Adopt 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 AGM 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 AGM. 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.
• Approve the proposed guidelines for remuneration to the senior
executives.
• Adopt a performance based incentive programme (the "Plan"). The Plan
includes in total approximately 300 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 resolved by the AGM.
Subject to fulfilment of certain retention and performance based conditions, the
participant maintaining the employment within the Tele2 group at the date of the
release of the interim report January - March 2015 and subject to the
participant maintaining the invested shares, each right entitles the employee to
receive one Class B share in the Tele2. The Plan has the same structure as the
plan that was adopted at the 2011 AGM.
• Authorise the Board of Directors to pass a resolution on one or more
occasions for the period up until the next Annual General Meeting on
repurchasing 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 repurchase 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 and it is the, from time to time, lowest-priced,
available, shares that shall be acquired. 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.
• Reduce 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.
• Reject shareholder's proposals to appoint an special examiner
according to Ch 10 Sec 21 of the Swedish Companies Act to examine the Company's
customer policy and investor relations policy, establish a customer ombudsman
function, an annual evaluation of the Company's "work with gender and
ethnicity", purchase and distribution of a book to the shareholders, instruction
to the Board of Directors to found an association for small and mid-size
shareholders; and appendix to this year's minutes.
At the Constituent Board Meeting following the AGM, an Audit Committee and a
Remuneration Committee were appointed. John Shakeshaft was appointed as Chairman
of the Audit Committee and Lars Berg, Jere Calmes and Erik Mitteregger were
appointed as members of the committee. John Hepburn was appointed as Chairman of
the Remuneration Committee and Mia Brunell Livfors, Jere Calmes and Mike Parton
were appointed as members of the committee.
For further information, contact:
Lars Torstensson, Investor Inquiries, Telephone: +46 702 73 48 79
Pernilla Oldmark, Press Inquiries, Telephone: +46 704 26 45 45
TELE2 IS ONE OF EUROPE'S LEADING TELECOM OPERATORS, ALWAYS PROVIDING THE BEST
DEAL. We have 35 million customers in 11 countries. Tele2 offers mobile
services, fixed broadband and telephony, data network services, cable TV and
content services. 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 the NASDAQ OMX Stockholm since
1996. In 2011, we had net sales of SEK 41 billion and reported an operating
profit (EBITDA) of SEK 11.2 billion.
Press release:
http://hugin.info/133413/R/1609316/511038.pdf
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(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#1609316]
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