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2020-08-18

Tele2 AB: NOTICE TO THE EXTRAORDINARY GENERAL MEETING

The continued spread of COVID-19 remains difficult to assess with any certainty. Due to the prevailing extraordinary situation, Tele2's Extraordinary General Meeting will be held in a different way than usually. Tele2 is mindful of the health of the shareholders as well as the work to limit the spread of the virus. Thus, in order to reduce the risk of spreading the virus and having regard to the authorities' regulations and advice on avoiding public gatherings, the Extraordinary General Meeting is carried out through advance voting (postal voting) pursuant to temporary legislation. No meeting with the possibility to attend in person or to be represented by a proxy will take place. Hence, the Extraordinary General Meeting will be held without physical presence.   

Tele2 welcomes all shareholders to exercise their voting rights at the Extraordinary General Meeting through advance voting as described below. Information on the resolutions passed at the Extraordinary General Meeting will be published on 11 September 2020 as soon as the result of the advance voting has been finally confirmed.

The shareholders may request in the advance voting form that a resolution on one or several of the matters on the proposed agenda below should be deferred to a so-called continued general meeting, which cannot be conducted solely by way of advance voting. Such general meeting shall take place if the Extraordinary General Meeting so resolves or if shareholders with at least one tenth of all shares in the company so requests.

PRECONDITIONS FOR PARTICIATION

For a person to be entitled to participate, through advance voting, in the Extraordinary General Meeting such person must

  • be entered in the share register maintained by Euroclear Sweden AB on Thursday 3 September 2020, and
  • have notified its intention to participate no later than on Thursday 10 September 2020 by casting its advance vote in accordance with the instructions under the heading Advance voting below so that the advance voting form is received by Euroclear Sweden AB no later than that day.

Shareholders whose shares are registered in the names of nominees must re-register such shares in their own name by Monday 7 September 2020 in order to be entitled to attend the Extraordinary General Meeting. In order for such re-registration, which can be temporary, to be completed on Monday 7 September 2020 the shareholder must inform their nominees well before that day.

ADVANCE VOTING

The shareholders may exercise their voting rights at the Extraordinary General 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 advance voting. The form is available on Tele2's website, www.tele2.com, under the heading "Extraordinary General Meeting 2020", found under the section "Governance". The advance voting form is considered as the notification of participation.

The completed voting form must be received by Euroclear Sweden AB (administering the forms on behalf of Tele2) no later than Thursday 10 September 2020. The form may be submitted via e-mail to GeneralMeetingServices@euroclear.euor by post to Tele2 AB, "EGM", c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden. Shareholders who are natural persons may also cast their advance votes electronically through BankID verification via Euroclear Sweden AB's website, https://anmalan.vpc.se/euroclearproxy. If the shareholder votes in advance by proxy, a power of attorney shall be enclosed to the form. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.   

For questions about the Extraordinary General Meeting or to have the advance voting form sent by post, please contact Euroclear Sweden AB on telephone +46 (0) 8 402 92 09 (Monday-Friday, 09.00-16.00 CEST).

PROPOSED AGENDA

1. Election of Chairman of the Extraordinary General Meeting.
2. Preparation and approval of the voting list.
3. Approval of the agenda.
4. Election of one or two persons to verify the minutes.
5. Determination of whether the Extraordinary General Meeting has been duly convened.
6. Resolution on extraordinary dividend.
7. Resolution on delivery of Class B shares under LTI 2020.
a. Transfer of own Class B shares.
b. Equity swap agreement with a third party.

8. Resolution on allotment of rights under LTI 2020.

PROPOSED RESOLUTIONS ETC.

Item 1 - Election of Chairman of the Extraordinary General Meeting

The Board has proposed that Charlotte Levin, member of the Swedish Bar Association, or the person proposed by the Board if she has an impediment to attend, is elected Chairman of the Extraordinary General Meeting.

Item 2 - Preparation and approval of the voting list

The voting list proposed for approval is the voting list drawn up by Euroclear Sweden AB on behalf of Tele2, based on the Extraordinary General Meeting's share register and advance votes received, as verified and recommended by the persons approving the minutes of the Extraordinary General Meeting.

Item 4 - Election of one or two persons to verify the minutes

Marianne Nilsson, Swedbank Robur and Erik Durhan, Nordea Fonder, or if one or both of them have an impediment to attend, the person or persons instead appointed by the Board, are proposed to be elected to approve the minutes of the Extraordinary General Meeting together with the Chairman. The task of approving the minutes of the Extraordinary General Meeting also includes verifying the voting list and that the advance votes received are correctly stated in the minutes of the Extraordinary General Meeting.

Item 6 - Resolution on extraordinary dividend

Tele2's Board decided in April 2020 to withdraw its previous proposal to the Annual General Meeting held on 11 May 2020 on distribution of an extraordinary dividend of SEK 3.50 per share, in order to postpone the decision until there is more visibility on the impact of COVID-19. Considering Tele2's strong balance sheet and resilient business model that is cash generative also in volatile times, the Board now proposes that an extraordinary dividend of SEK 3.50 per share shall be paid out to the shareholders. The record date for the dividend payment shall be on 2 October 2020. If the Extraordinary General Meeting resolves in accordance with the proposal, it is estimated that Euroclear Sweden AB will execute the payments on 7 October 2020.

The extraordinary dividend proposed by the Board will not affect the payment of the ordinary dividend resolved by the Annual General Meeting on 11 May 2020, and for which the record date for the second instalment is set to 2 October 2020.

Item 7 - Resolution on delivery of Class B shares under LTI 2020

LTI 2020 in brief

Tele2's Annual General Meeting held on 11 May 2020 resolved to adopt a retention and performance-based incentive programme to approximately 225 senior executives and other key employees within the Tele2 Group. Pursuant to the resolution by the Annual General Meeting, the participants, who were required to hold Tele2 shares, shall receive retention rights and performance rights free-of-charge, which after a three-year vesting period entitle the participant to receive one Tele2 B share for each right. The participant's receipt of Class B shares is subject to Tele2's fulfilment of certain retention and performance-based conditions (see below), the participant maintaining the invested shares and, with certain exceptions, the employment within the Tele2 Group during the vesting period.

As set out in the notice to the Annual General Meeting held on 11 May 2020, the retention rights and performance 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 Tele2 shares (TSR) during the TSR Measurement Period (i.e. the period 1 April 2020 - 31 March 2023) exceeding 0 percent as entry level.

Series B The total shareholder return on the Tele2 shares (TSR) during the TSR Measurement Period (i.e. the period 1 April 2020 - 31 March 2023) being equal to the median TSR for a peer group comprising BT Group, Deutsche Telekom, Elisa, Freenet (Xet), Koninklijke KPN, NOS SGPS, Orange, Proximus, Swisscom, Sunrise Communications, Telecom Italia, Telefonica, Telefonica Deutschland, Telenet Group Holding, Telekom Austria, Telenor, Telia Company and Vodafone as entry level, and exceeding the median TSR for the peer group with 20 percentage points as the stretch level.

Series C Operating cash flow[[[1]]] shall be measured on cumulative basis for the consolidated Tele2 Group during the Cash Flow Measurement Period (i.e. the period 1 January 2020 - 31 December 2022). The Board shall establish appropriate target levels according with the financial guidance by Tele2. As an entry level for allotment of the Cash flow target, 90 percent of the target level has to be reached and in order to reach stretch level, 110 percent of the target level has to be reached.

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 C. If the entry level is not reached for a certain series, all retention or performance rights (as applicable) in that series lapse. If the stretch level for Series B and Series C are met, all retention and performance rights in the relevant series vest. The Board intends to disclose the outcome of the retention and performance-based conditions in the annual report for the financial year 2023.

The performance-based condition for rights of Series C are measured on a cumulative basis during the Cash Flow Measurement Period and appropriate target levels will be established by the Board in accordance with the financial guidance by Tele2. As the financial guidance is established annually it is not possible to set a final three-year target for the performance condition beforehand. However, to enable shareholders and other stakeholders to keep updated on how this performance-based condition is developing, the Board intends to on an annual basis in Tele2's annual report disclose if, and to what extent, the target level for operating cash flow - as established by the Board for the reported year based on financial guidance for that year - has been reached.

Delivery of Class B shares under LTI 2020

With the purpose of ensuring the delivery of Class B shares under LTI 2020, as well as other outstanding equity-related incentive programmes, Tele2's Annual General Meeting held on 11 May 2020 resolved to authorise the Board to resolve on a directed issue of Class C shar...

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