Right to participate in the Annual General Meeting and notice of participation
A shareholder may participate in the Annual General Meeting at the venue (in person or represented by a proxy) or through advance voting (postal voting).
Participation in the Annual General Meeting at the venue
A shareholder who wishes to participate in the Annual General Meeting at the venue in person or represented by a proxy must (i) be recorded in the share register maintained by
Notice to attend is to be made on the company's website at www.tele2.com, under the heading "General Shareholders' Meetings", found under the section "Investors", by telephone to
+46 (0) 8 402 92 09 or by mail to
When providing such notice, the shareholder should state name, personal or corporate registration number, address, telephone number and the number of any accompanying assistant(s) (maximum two assistants). Shareholders who are represented by proxy must issue a written, dated proxy for the representative. A template proxy form is available on the company's website www.tele2.com under the heading "General Shareholders' Meetings", found under the section "Investors". The proxy should be sent to the company as set out above well in advance of the Annual General Meeting. If the proxy is issued by a legal entity, a certificate of registration or an equivalent certificate of authority should be enclosed.
Participation by voting in advance
A shareholder who wishes to participate in the Annual General Meeting by voting in advance (postal voting) must (i) be recorded in the share register maintained by
A special form shall be used when voting in advance. The form is available on
If a shareholder votes in advance by proxy, a written and dated power of attorney shall be enclosed to the voting form. Proxy forms are available at www.tele2.com under the heading "General Shareholders' Meetings", found under the section "Investors". If the shareholder is a legal entity, a certificate of incorporation or an equivalent certificate of authority should be enclosed.
If a shareholder has voted in advance and attends the Annual General Meeting in person or through a representative, the advance vote is still valid except to the extent the shareholder participates in a voting procedure at the Annual General Meeting or otherwise withdraws its advance vote. If the shareholder chooses to participate in a voting at the Annual General Meeting, the vote cast will replace the advance vote with regard to the relevant item on the agenda.
Shares registered in the name of a nominee
To be entitled to participate in the Annual General Meeting, in addition to providing notification of participation, a shareholder whose shares are held in the name of a nominee must register its shares in its own name so that the shareholder is recorded in the share register as at Friday
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. Remarks by the Chairman of the Board.
8. Presentation by the Chief Executive Officer.
9. Presentation of the annual report and the auditor's report and the consolidated financial statements and the auditor's report on the consolidated financial statements.
10. Resolution on the adoption of the income statement and the 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 for the members of the Board and the Chief Executive Officer.
13. Determination of the number of members of the Board.
14. Determination of the remuneration to the members of the Board and the auditor.
15. Election of Board members;
(a)
(b)
(c)
(d)
(e)
(f) Lars-Åke Norling (re-election, proposed by the Nomination Committee).
16. Election of the Chairman of the Board.
17. Resolution regarding guidelines for remuneration to senior executives.
18. Presentation of the Board's remuneration report for approval.
19. Resolutions regarding an incentive programme (items (a)-(f)).
20. Resolution to authorise the Board to resolve on repurchase of own shares.
21. Resolution regarding shareholder
22. 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
Determination of the number of members of the Board (item 13)
The Nomination Committee proposes that the Board shall consist of six members.
Determination of the remuneration to the members of the Board and the auditor (item 14)
The Nomination Committee proposes that the remuneration of the Board, including compensation for committee work, shall remain unchanged and amount to not more than
SEK 1,800,000 (1,800,000) to the Chairman of the Board,SEK 660,000 (660,000) to each of the five other members of the Board,SEK 251,000 (251,000) to the Chairman of the Audit Committee andSEK 126,000 (126,000) each to the other two members, andSEK 105,000 (105,000) to the Chairman of the Remuneration Committee andSEK 53,000 (53,000) to the other member.
The Nomination Committee proposes that remuneration to the auditor shall be paid in accordance with approved invoices.
Election of Board members (items 15 (a)-(g))
The Nomination Committee proposes that, for the period until the close of the next Annual General Meeting,
Election of Chairman of the Board (item 16)
The Nomination Committee proposes that
Resolutions proposed by the Board
Resolution on the proposed treatment of the company's earnings as stated in the adopted balance sheet (item 11)
The Board proposes an ordinary dividend of
If the Annual General Meeting resolves in accordance with the proposal, the first tranche of the dividend payment will be paid to the shareholders on
Resolution regarding guidelines for remuneration to senior executives (item 17)
The Board proposes the following guidelines for remuneration to senior executives.
Applicability
Senior executives covered by the provisions of these guidelines include the CEO and members of the Group Leadership Team ("senior executives"). For the purpose of these guidelines, senior executives also include Board Members, elected at General Meetings, to the extent such Board Members perform services within their respective areas of expertise outside of their Board duties. The guidelines are forward-looking, i.e. they are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the Annual General Meeting 2023. These guidelines do not impose restrictions to any remuneration decided or approved by General Meetings. Remuneration under employments subject to other rules than Swedish may be duly adjusted to comply with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines.
Our approach to the remuneration guidelines
The remuneration policy provides a structure that aligns remuneration with the successful delivery of our long-term business strategy, interests and sustainability. A prerequisite for the successful implementation of the company's business strategy and safeguarding of its long-term interests and its sustainability, is that the company is able to attract and retain driven and engaged talent. To this end, it is necessary that the company offers 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 the management to execute strategic plans and deliver excellent operating results, and to align management's incentives with the interests of the shareholders. For more information regarding the company's business strategy, please see www.tele2.com and the company's annual and sustainability report.
General Meetings in
Remuneration elements
Remuneration to the senior executives should comprise annual fixed base salary, variable short-term remuneration, variable longterm incentives, pension benefits and other benefits. For defining the total remuneration, for the senior executives, the Remuneration Committee uses external benchmarks within the Telecom, Hi-Tech and General industry and reviewing peer companies.
Annual fixed base salary
The Board considers the remuneration of employees and the average annual increases an important element in determining the annual salary increase for senior executives.
Variable short-term remuneration, including criteria for awarding
The variable short-term remuneration ("STI") shall be linked to predetermined and measurable criteria, measured over a period of maximum one year, which can be financial, such as EBITDA or revenue, or non-financial, such as sustainability. In addition, they may be individualized, quantitative or qualitative objectives. For senior executives, the financial criteria are weighted 80 percent and the non-financial criteria are weighted 20 percent. The criteria shall be designed to contribute to the company's business strategy and long-term interests, including its sustainability, by for example being clearly linked to the business strategy or promote the senior executive's long-term development. The variable short-term remuneration can amount to a maximum of 100 percent of the annual fixed base salary. To which extent the criteria for awarding variable cash remuneration has been satisfied shall be evaluated and/or determined when the measurement period has ended. The remuneration committee is responsible for the evaluation so far as it concerns variable cash remuneration to the senior executives. The evaluation for financial objectives shall be based on the latest financial information made public by the company.
Variable long-term incentives, including criteria for awarding
The structure of any variable long-term incentives shall ensure a long-term commitment for
Pension benefits
The senior executives are offered defined contribution pension plans, including health insurance. Defined contributions for pensions to the CEO and the other senior executives can amount to a maximum of 20 percent premium based on the annual fixed base salary and the STI, which could maximum lead to 40 percent contribution of the annual fixed base salary.
Other benefits
Other benefits may include e.g. car benefit, health care insurance and for expatriated senior executives e.g. housing benefits for a limited period of time. Such benefits may amount to not more than five percent of the annual fixed base salary.
Termination of employment
The maximum period of notice of termination of employment shall be twelve 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 eighteen months for the CEO and twelve months for any of the other senior executives. Additionally, remuneration may be paid for non-compete undertakings and such remuneration shall compensate loss of income. The remuneration shall be paid during the time the non-compete undertaking applies, however not for more than six months. With regard to the CEO, the remuneration shall amount to not more than 60 percent of the CEO's average monthly remuneration (both fixed and variable) paid by the company during the twelve months preceding the time of termination and with regard to other senior executives, the remuneration shall amount to not more than 80 percent of the senior executive's monthly base salary at the time of the termination.
Salary and employment conditions for employees
In the preparation of the Board's proposal for these remuneration guidelines, salary and employment conditions for employees of the company have been taken into account by including information on the employees' total income, the components of the remuneration and increase and growth rate over time, in the remuneration committee's and the Board's basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable. The development of the gap between the remuneration to executives and remuneration to other employees will be disclosed in the remuneration report.
The decision-making process to determine, review and implement the guidelines
The Board has established a remuneration committee. The committee's tasks include preparing the Board's decision to propose guidelines for remuneration to senior executives. The Board shall prepare a proposal for new guidelines at least every fourth year and submit it to the General Meeting. The guidelines shall be in force until new guidelines are adopted by a General Meeting. The remuneration committee shall also monitor and evaluate programs for variable remuneration for the senior executives, the application of the guidelines for remuneration to senior executives as well as the current remuneration structures and compensation levels in the company. The members of the remuneration committee are independent of the company and its executive management. The CEO and other senior executives do not participate in the Board's processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.
Derogation from the guidelines
The Board may temporarily resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the company's long-term interests, including its sustainability, or to ensure the company's financial viability. As set out above, the remuneration committee's tasks include preparing the Board's resolutions in remuneration-related matters. This includes any resolutions to derogate from the guidelines.
Description of material changes to the guidelines and how the views of shareholders' have been taken into consideration
The remuneration committee and the Board have consulted with shareholders and proxy advisors and have followed up on comments and questions. The remuneration committee and the Board have resolved to propose adjustments to the company's remuneration guidelines, entailing that the introductory section is adjusted to reference to the company's business strategy as described at the company's webpage and annual and sustainability report. Further, the short-term incentive goals and the process for requiring benchmarking of remuneration have been clarified.
Incentive programme (items 19 (a)-(f))
The Board proposes that the Annual General Meeting resolves to adopt a retention and performance-based incentive programme in accordance with items 19(a)-(f) below.
Adoption of an incentive programme (item 19(a))
Summary of the programme
The Board proposes that the Annual General Meeting resolves to adopt a retention and performance-based incentive programme ("LTI 2023") based on the corresponding structure as last year, but with one adjusted measurement for Cash flow which is proposed to include change in working capital. The metrics and conditions are further described in this proposal.
LTI 2023 is proposed to include approximately 200 senior executives and other key employees within the
In the event delivery of shares under LTI 2023 cannot be achieved at reasonable costs, with reasonable administrative efforts or due to market conditions, participants may instead be offered a cash-based settlement.
The rationale for the proposal
The purpose of LTI 2023 is to create conditions for retaining competent employees in the
By offering an allotment of performance rights which are based on the fulfilment of defined profits and activity-based conditions, the participants are rewarded for increased shareholder value. Further, LTI 2023 rewards employees' loyalty and long-term value growth in the company. Against this background, the Board believes the adoption of LTI 2023 will have a positive effect on the
Personal investment
Employees must own
General terms and conditions
Subject to fulfilment of certain retention and performance-based conditions during the periods
Retention and performance conditions
The rights are divided into Series A (retention rights) and Series B and Series C (performance rights).
The number of Class B shares the respective participant will receive after vesting depends on which category the participant belongs to and on the fulfilment of the following defined retention and performance-based conditions:
Series A: The total shareholder return on the
Series B: The total shareholder return on the
Series C: Cash flow[1] shall be measured on cumulative basis for the consolidated
The determined levels of the conditions include an "entry" and a "stretch" with a linear interpolation applied between these levels as regards the number of rights that vest. The entry level constitutes the minimum level which must be reached in order to enable vesting of the rights in the relevant series. If the entry level is reached, the number of rights that vests and give right to Class B shares is proposed to be 100 percent for Series A, 50 percent for Series B and 30 percent for Series
Retention and performance rights
The retention and performance rights shall be governed by the following terms and conditions:
- They are granted free-of-charge after the Annual General Meeting 2023.
- They vest three years after grant (vesting period).
- Each right entitles the participant to receive one
Tele2 share after the three-year vesting period, if the participant, with certain exceptions, maintains the employment within theTele2 Group and the invested shares at the release of the interim report for the period January -March 2026 .
- In order to align the participants' and the shareholders' interests, the company will compensate the participants for any dividends paid by increasing the number of shares that each retention and performance right entitles to at the end of the vesting period. It can be noted that the participants in LTI 2023 will not be compensated for the dividend proposed at the Annual General Meeting 2023, if the dividend is executed prior to grant of rights of the LTI 2023 programme.
- They may not be transferred or pledged.
Preparation and administration
The Board, or a committee established by the
Allocation
LTI 2023 is estimated to comprise up to 363,000 shares held by the participants entitling to allotment of up to 1,725,000 rights, whereof 363,000 retention rights and 1,362,000 performance rights. The participants are divided into different categories and in accordance with the above, LTI 2023 will comprise the following number of shares and maximum number of rights for the different categories:
- the CEO: may acquire up to 20,000 shares within LTI 2023, entitling to an allotment of 1 Series A right, 4.5 Series B rights and 4.5 Series C rights per invested share, with the possibility to receive a maximum of 200,000
Tele2 shares at vesting;
- senior executives and certain key employees (approximately 10 individuals) are divided into two subcategories where category (1) (approximately 3 individuals) may acquire up to 7,500 shares each within LTI 2023, entitling the holder to allotment of 1 Series A right, 3.5 Series B rights and 3.5 Series C rights per invested share, with the possibility to receive a maximum of 60,000
Tele2 shares at vesting. Category (2) (approximately 7 individuals) may acquire up to 4,500 shares each within LTI 2023, entitling the holder to allotment of 1 Series A right, 2.5 Series B rights and 2.5 Series C rights per invested share, with the possibility to receive a maximum of 27,000Tele2 shares at vesting;
- category 3 (approximately 25 individuals in total): may acquire up to 3,000 shares each within LTI 2023, entitling the holder to allotment of 1 Series A right, 1.5 Series B rights and 1.5 Series C rights per invested share, with the possibility to receive a maximum of 12,000
Tele2 shares at vesting;
- category 4 (approximately 50 individuals in total): may acquire up to 2,000 shares each within LTI 2023, entitling the holder to allotment of 1 Series A right, 1.5 Series B rights and 1.5 Series C rights per invested share, with the possibility to receive a maximum of 8,000
Tele2 shares at vesting;
- category 5 (approximately 114 individuals in total): may acquire up to 1,000 shares each within LTI 2023, entitling the holder to allotment of 1 Series A right, 1.5 Series B rights and 1.5 Series C rights per invested share, with the possibility to receive a maximum of 4,000
Tele2 shares at vesting.
Scope and costs
LTI 2023 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
The calculated social security cost will be recorded as a personnel expense in the income statement by current reservations. The social security cost is estimated to approximately
The participant's maximum profit per right in LTI 2023 is limited to
The maximum dilution is up to 0.25 percent of outstanding shares, 0.19 percent of votes and 0.19 percent in terms of costs for LTI 2023. The maximum dilution in terms of outstanding shares and votes has been calculated before any recalculation for dividends paid on the underlying shares during the vesting period. The dilution in terms of costs has been calculated in accordance with IFRS 2, divided by
If the maximum profit of
For information on
Effect on key ratios
If LTI 2023 had been introduced in 2022 with the assumptions stated above, including a fulfilment of performance conditions resulting in 50 percent vesting of performance rights, and a full vesting of retention rights, the diluted earnings per share would have decreased by 0.5 percent, from
The annual cost of LTI 2023, including financing costs and social security costs, is estimated to approximately
Delivery of Class B shares
To ensure the delivery of shares under LTI 2023, as well as other outstanding equity-related incentive programmes, the Board proposes that the Annual General Meeting resolves to authorise the Board to resolve on a directed issue of Class C shares to
The Board further proposes that the Annual General Meeting resolves that a maximum of 2,100,000 Class B shares may be transferred to the participants in accordance with the terms of LTI 2023. These shares can either be Class B treasury shares held by the company or Class B shares held by the company after reclassification from Class C shares.
In the event delivery of shares under LTI 2023 cannot be achieved as a result of the majority requirement for item 19(d) not being met, participants may instead acquire Class B shares from a third party who has entered into an equity swap agreement with
Authorisation to issue Class C shares (item 19(b))
The Board proposes that the Annual General Meeting resolves to authorise the Board, during the period until the Annual General Meeting 2024, to increase the company's share capital by not more than
Authorisation to resolve to repurchase own Class C shares (item 19(c))
The Board proposes that the Annual General Meeting resolves to authorise the Board, during the period until the Annual General Meeting 2024, 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
Resolution on the transfer of own Class B shares (item 19(d))
The Board proposes that the Annual General Meeting resolves that Class C shares that the company purchases by virtue of the authorisation to repurchase its own Class C shares in accordance with item 19(c) above, following reclassification into Class B shares, may be transferred to participants in LTI 2023, to participants in other outstanding equity-related incentive programmes in accordance with the approved terms, or sold on Nasdaq Stockholm as set out in accordance with item 19(e) below.
The Board proposes that the Annual General Meeting resolves that a maximum of 2,100,000 Class B shares may be transferred to participants in accordance with the terms of LTI 2023. These shares can either be Class B treasury shares held by the company or Class B shares held by the company after reclassification from Class C shares.
Resolution on the sale of own Class B shares (item 19(e))
The Board proposes that the Annual General Meeting authorises the Board to resolve, on one or more occasions, for the period up until the Annual General Meeting 2024, to sell Class B shares on Nasdaq Stockholm. The number of Class B shares to be sold may not exceed the number of Class B shares that the company holds at the point in time of the Board's resolution. Sale of Class B shares may only be in consideration of cash payment at a price within the share price interval registered at that time, meaning the interval between the highest purchase price and the lowest selling price.
The purpose of the authorisation is to ensure the company's undertakings, including social security costs and payment of preliminary salary tax, in connection with delivery of shares to the participants in
Resolution on equity swap agreement with a third party (item 19(f))
Should the majority requirement for item 19(d) above not be met, the Board proposes that the Annual General Meeting resolves that
Authorisation for the Board to resolve to repurchase own shares (item 20)
The Board proposes that the Board is authorised to resolve on repurchasing the company's own shares if the purpose is to retire shares through a decrease of the share capital, as well as to ensure delivery of B-shares to the participants in the
- The repurchase of Class A and/or Class B shares shall take place on Nasdaq Stockholm in accordance with Nasdaq Stockholm's rules regarding purchase of own shares.
- 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.
- 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.
- The repurchase of Class A and/or Class B shares at Nasdaq 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.
- It is the from time to time lowest-priced, available, shares that shall be repurchased by the company.
- Payment for the shares shall be made in cash.
The purpose of the authorisation is both to give the Board flexibility to continuously decide on changes to the capital structure during the upcoming year, and thereby contribute to increased shareholder value, as well as to hedge delivery of B-shares to the participants in
Resolutions proposed by shareholders
Proposals from shareholder
Shareholder
(a) that an investigation is carried out regarding the company's procedures to ensure that the current members of the Board and Leadership Team fulfil the relevant legislative and regulatory requirements, as well as the demands that the public opinions ethical values places on persons in leading positions. In addition, the investigation shall include the current attitude and practical handling performed by the company's administrators and executives,
(b) in the event that the investigation clarifies that there is need, swift, relevant measures shall be taken to ensure that the requirements are fulfilled, and
(c) taking into consideration the nature and scope of any needs, the investigation and any measures should be presented as soon as possible, however not later than during the Annual General Meeting 2024.
Miscellaneous
Shares and votes
As at the date of this notice, there are a total number of 696,221,597 shares in
Special majority requirements with respect to the proposed resolutions in items 19 and 20
Resolutions under items 19(b), 19(c), 19(e) and 20 are valid only if supported by shareholders holding not less than two-thirds of both the votes cast and the shares represented at the Annual General Meeting.
Resolution under item 19(d) is valid only if supported by shareholders holding not less than nine-tenth of both the votes cast and the shares represented at the Annual General Meeting.
Authorisation
The Board, or the person that the Board appoints, shall be authorised to make the minor adjustments in the Annual General Meeting's resolutions as may be required in connection with registration at the Swedish Companies Registration Office and
Documentation
The Nomination Committee's motivated statement regarding its proposal to Board and information about the proposed Board members as well as the complete proposal from the shareholder under item 21 (in original language) is available on the company's website, www.tele2.com.
The reasoned statement of the Board pursuant to Chapter 18 Section 4 and Chapter 19 Section 22 of the Swedish Companies Act (2005:551), the remuneration report and the Auditor's statement pursuant to Chapter 8 Section 54 of the Swedish Companies Act (2005:551) are available at the company's website www.tele2.com under the heading "General Shareholders' Meetings", found under the section "Investors". The annual report is available on the company's website www.tele2.com under the heading "Reports and presentations", found under the section "Investors", no later than three weeks before the Annual General Meeting. All documentation is also available at the company's premises at Torshamnsgatan 17 in Kista,
The documentation can be ordered by telephone at +46 (0) 8 402 92 09 or by mail addressed to
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, 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.
Processing of personal data
For information on how your personal data is processed, see the privacy notice available on
Other information
Schedule for the Annual General Meeting:
The doors open for shareholders at
The Annual General Meeting commences at
THE BOARD
___________
[1] Cash flow is defined as Underlying EBITDAaL- Capex ex. spectrum and leases +/- Change working capital. It will be measured on cumulative bases for the consolidated
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