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2021-03-04

Notice to Telia Company's Annual General Meeting 2021

Telia Company AB (publ), reg. no. 556103-4249, ("Telia Company" or "Company") gives notice to the Annual General Meeting 2021 to be held on Monday, April 12, 2021, in Stockholm (the "Meeting").

In order to reduce the spread of COVID-19, the Meeting will, in accordance with temporary legislation, be held by postal voting only. No meeting with the possibility to attend in person or to be represented by a proxy will take place.

Telia Company welcomes all shareholders to exercise their voting rights at the Meeting through postal voting. Information on the resolutions passed at the Meeting will be published on Monday, April 12, 2021, as soon as the result of the postal voting has been finally confirmed.

Speeches by the chair of the Board of Directors Lars-Johan Jarnheimer and the CEO Allison Kirkby, as well as information and presentations from the Company, will be available in connection with the Meeting on Monday, April 12, 2021. More information regarding this will be available on Telia Company's website www.teliacompany.com..

Registration and notice

Those wishing to participate in the Meeting, through postal voting, must

  • be entered as shareholders in the share register kept by the Swedish central securities depository Euroclear Sweden AB ("Euroclear Sweden") on Wednesday, March 31, 2021, and
  • notify its intention to participate by casting its postal vote in accordance with the instructions under the below heading "Postal voting", so that the postal voting form is received by Euroclear Sweden no later than on Friday, April 9, 2021.

Shareholding in the name of a nominee

To be entitled to participate in the Meeting, shareholders, whose shares are registered in the name of a nominee (including Finnish shareholders that are registered within the Finnish book-entry system at Euroclear Finland Oy) must re-register such shares in its own name so that the shareholder is entered into the share register as of the record date Wednesday, March 31, 2021. Such re-registration (so-called voting rights registration) may be temporary, and request for such voting rights registration shall be made to the nominee, in accordance with the nominee's routines, at such time in advance as decided by the nominee. Voting rights registration that has been requested by shareholders at such time that the registration has been completed by the nominee no later than Tuesday, April 6, 2021, will be taken into account in the preparation of the share register.

Postal voting

Shareholders may exercise their voting rights at the Meeting only by voting in advance, so-called postal voting, in accordance with Section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.

A special form shall be used for postal voting. The form is available on Telia Company's website www.teliacompany.com. The postal voting form is considered as the notification of participation in the Meeting.

The completed and signed voting form must be received by Euroclear Sweden (administering the forms on behalf of Telia Company) no later than on Friday, April 9, 2021. The form may be submitted by e-mail to generalmeetingservices@euroclear.comor by post to Telia Company AB, "AGM 2021", c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden. Shareholders who are natural persons may also cast their postal votes electronically through BankID verification via Euroclear Sweden's website, https://anmalan.vpc.se/euroclearproxy.

Shareholders may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the postal vote in its entirety) is invalid. Further instructions and conditions are included in the form for postal voting.

If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form. If a shareholder votes in postal by proxy, a power of attorney shall be enclosed to the form. Proxy forms are available at the Company's website www.teliacompany.com.

For questions about the postal voting or to have a postal voting form or proxy form sent by post, please contact Euroclear Sweden on phone number +46 (0) 8 402 90 50 (Monday-Friday, 09.00-16.00 CEST) or at the address Telia Company AB, "AGM 2021", c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden.

Proposed agenda

Opening of the Meeting

1. Election of chair of the Meeting
2. Adoption of the agenda
3. Election of two persons to check the minutes of the Meeting together with the chair
4. Preparation and approval of the voting list
5. Determination of whether the Meeting has been duly convened
6. Presentation of the annual and sustainability report and the auditor's report, the consolidated financial statements and the auditor's report on the consolidated financial statements for 2020
7. Resolution to adopt the income statement, the balance sheet, the consolidated income statement and the consolidated balance sheet for 2020
8. Resolution on appropriation of the Company's result as shown on the adopted balance sheet and setting of record date for the dividend
9. Resolution on discharge of directors and CEO from personal liability towards the Company for the administration of the Company in 2020
10. Resolution on adoption of the remuneration report
11. Resolution on number of directors and deputy directors
12. Resolution on remuneration payable to the directors
13. Election of directors
13.1 Ingrid Bonde
13.2 Luisa Delgado
13.3 Rickard Gustafson
13.4 Lars-Johan Jarnheimer
13.5 Jeanette Jäger     
13.6 Nina Linander       
13.7 Jimmy Maymann
13.8 Martin Tivéus
14. Election of chair and vice-chair of the Board of Directors
14.1 Lars-Johan Jarnheimer, chair
14.2 Ingrid Bonde, vice-chair
15. Resolution on number of auditors and deputy auditors
16. Resolution on remuneration payable to the auditor
17. Election of auditor and deputy auditors
18. Resolution on the Nomination Committee
19. Resolution authorizing the Board of Directors to decide on repurchase and transfer of the Company's own shares
20. Resolutions on
(a)  implementation of a long-term incentive program 2021/2024, and
(b)  transfer of own shares
21. Resolution on shareholder proposal from Oliver Brown regarding resolution on reversed split of the Telia Company share
22. Resolution on shareholder proposal from Carl Axel Bruno that the Company shall review its routines around that letters shall be answered within two months from the date of receipt

Closing of the Meeting

Resolutions proposed by the Nomination Committee

The Nomination Committee consists of the following persons: Daniel Kristiansson, chair (the Swedish State), Jan Andersson (Swedbank Robur Funds), Lilian Fossum Biner (Handelsbanken Funds) and Javiera Ragnartz (SEB Funds).

The Nomination Committee presents the following proposals:

  • Item 1 - Chair of the Meeting: Wilhelm Lüning, Attorney-at-Law, or if he is unable to attend the Meeting, any other person proposed by the Nomination Committee.

  • Item 11 - Number of directors: Until the end of the annual general meeting 2022, eight (8) directors elected by the annual general meeting.

  • Item 12 - Remuneration payable to the directors: Remuneration payable to the directors until the next annual general meeting will be SEK 1,910,000 to the chair (2020: SEK 1,825,000), SEK 900,000 to the vice-chair (2020: SEK 860,000) and SEK 640,000 to each other director elected by the Meeting (2020: SEK 610,000). The chair of the Board of Directors' Audit and Responsible Business Committee will receive remuneration of SEK 285,000 (2020: SEK 275,000) and other members of the Audit and Responsible Business Committee will receive SEK 160,000 each (2020: SEK 150,000), the chair of the Board of Directors' Remuneration Committee will receive SEK 75,000 (2020: SEK 70,000) and other members of the Remuneration Committee will receive SEK 75,000 each (2020: SEK 50,000).

  • Item 13 - Election of directors: Re-election of Ingrid Bonde, Rickard Gustafson, Lars-Johan Jarnheimer, Jeanette Jäger, Nina Linander, Jimmy Maymann and Martin Tivéus. Election of Luisa Delgado as new member. Anna Settman and Olaf Swantee are not available for re-election.

Luisa Delgado, full name Luisa Deplazes de Andrade Delgado, (born 1966) is a Swiss entrepreneur with an extensive board experience and a diverse background from various leadership roles in large corporates focusing, in particular, on consumer businesses and retail, as well as human resources. She is currently chair of the Board of Schleich, one of Germany's largest toy companies, a Board member of online electronics retailer AO World plc and a supervisory Board member of Ingka Holding (IKEA), global baking company Aryzta and high-quality foods company Zertus, among other. She has previously held positions such as CEO of Safilo Group, the Italian eyewear company, Executive Board Member in charge of HR at German technology group SAP, and Vice President at Procter & Gamble, for the Nordic region and previously for Human Resources Western Europe. Luisa Delgado holds a Bachelor of Laws from the University of Geneva, a Master of Laws from King's College/University of London, a Postgraduate Diploma of European Studies from Universidade Lusiada in Lisbon, and more recently the FT Non-Executive Director Diploma.

Information regarding the candidates nominated by the Nomination Committee for election as directors as well as the Nomination Committee's motivated opinion are available on the Company's website www.teliacompany.com.

  • Item 14 - Election of chair and vice-chair of the Board of Directors: Re-election of Lars-Johan Jarnheimer as chair and Ingrid Bonde as vice-chair.

  • Item 15 - Number of auditors and deputy auditors: Until the end of the annual general meeting 2022, the Company shall have one (1) audit company as auditor.

  • Item 16 - Remuneration payable to the auditor: Remuneration to the auditor will be paid as per an approved invoice.

  • Item 17 - Election of auditor: Election of the audit company Deloitte AB (in accordance with the recommendation from the Audit and Responsible Business Committee).

     Item 18 - Resolution on the Nomination Committee

The Nomination Committee proposes the following instruction for the Nomination Committee, which also includes the principles on how the Nomination Committee shall be appointed

1. The Nomination Committee (the "Committee") shall be nominated by the four (4) shareholders that are largest in terms of votes at the end of July of the year before the Ordinary General Meeting, and who wish to participate in the Committee's work for the period up to the Ordinary General Meeting. The Company shall collect information on the shareholding at the end of July and the Company shall inquire with the owners who wish to participate in the Committee's work ("Nominating Shareholders") and who they intend to appoint as a member of the Committee. If any shareholder refrains from its right to appoint a member, the shareholder who, thereafter, is the largest owner shall be offered to appoint a member. The majority of the members of the Committee shall be independent of the Company and its executive management. When the composition of the Committee has been determined, the member appointed by the larg...

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