The shareholders of TeliaSonera AB (publ) (NASDAQ:TLSN) (STO:TLSN)
(HEX:TLS1V) (LSE:TEE) are hereby summoned to the annual general meeting
on Wednesday, April 3, 2013 at 14.00 CET at Cirkus, Djurgårdsslätten
43-45, Stockholm. Registration to the meeting starts at 13.00 CET.
Coffee will be served before the meeting starts. The meeting will be
interpreted into English.
TeliaSonera AB discloses the information provided herein pursuant to the
Swedish Securities Markets Act and/or the Swedish Financial Instrument
Trading Act. The information was submitted for publication at 6 p.m. CET
on February 19, 2013.
For more information, please contact the TeliaSonera press office +46
771 77 58 30, firstname.lastname@example.org,
visit our newsroom (http://www.teliasonera.com/en/newsroom/)
or follow us on Twitter @TLSN_Media (https://twitter.com/TLSN_Media).
Statements made in the press release relating to future status or
circumstances, including future performance and other trend projections
are forward-looking statements. By their nature, forward-looking
statements involve risk and uncertainty because they relate to events
and depend on circumstances that will occur in the future. There can be
no assurance that actual results will not differ materially from those
expressed or implied by these forward-looking statements due to many
factors, many of which are outside the control of TeliaSonera.
Welcome to TeliaSonera’s Annual General Meeting 2013
The shareholders of TeliaSonera AB (publ) are hereby summoned to the
annual general meeting on Wednesday, April 3, 2013 at 14.00 CET at
Cirkus, Djurgårdsslätten 43-45, Stockholm. Registration to the meeting
starts at 13.00 CET. Coffee will be served before the meeting starts.
The meeting will be interpreted into English.
Right to attend
Shareholders who wish to attend the annual general meeting shall
be entered into the transcription of the share register as of Tuesday,
March 26, 2013, kept by Swedish central securities depository
Euroclear Sweden AB and
give notice of attendance to the Company no later than Tuesday, March
Notice to the Company
Notice of attendance can be made
in writing to TeliaSonera AB, Box 7842, SE-103 98 Stockholm, Sweden
by telephone +46-8-402 90 50 on weekdays between 9.00 and 16.00, or
via the Company’s web site www.teliasonera.com
(only private individuals)
When giving notice of attendance, please state name/company name, social
security number/corporate registration number, address, telephone number
(office hours) and number of accompanying persons.
Shareholding in the name of a nominee
Shareholders, whose shares are registered in the name of a nominee, must
request to be temporarily entered into the share register kept by
Euroclear Sweden AB as of March 26, 2013, in order to be entitled to
participate in the meeting. Such shareholder is requested to inform the
nominee to that effect well before that day.
As Finnish shareholders within the Finnish book-entry system at
Euroclear Finland Oy are nominee registered at Euroclear Sweden AB ,
these Finnish shareholders have to contact Euroclear Finland Oy , by
e-mail: email@example.com or by
phone: +358 (0)20 770 6609, for re-registration well in advance of March
26, 2013 to be able to participate in the meeting.
Shareholders who are represented by proxy shall issue a power of
attorney for the representative. Forms for power of attorneys are
available at the Company’s web site www.teliasonera.com
from the date the notice is announced. To a power of attorney issued by
a legal entity a copy of the certificate of registration (and should
such certificate not exist, a corresponding document of authority) of
the legal entity shall be attached. In order to facilitate the
registration at the meeting, powers of attorney, certificates of
registration and other documents of authority should be sent to the
Company at the address above at the latest by Wednesday, March 27, 2013.
The acting CEO’s speech at the annual general meeting will be posted on
the Company’s web site www.teliasonera.com
after the meeting.
The total number of shares and votes in the Company is 4,330,084,781 as
per the date the notice is announced.
As per the same date, the Company does not own any shares in the
Company. Upon request by any shareholder and where the board believes
that such may take place without significant harm to the company, the
board and the CEO shall provide information at the general meeting in
respect of any circumstances which may affect the assessment of a matter
on the agenda and any circumstances which may affect the assessment of
the company’s financial position.
Opening of the annual general meeting
1. Election of chairperson of the meeting
2. Preparation and approval of voting register
3. Adoption of agenda
4. Election of two persons to check the meeting minutes along with the
5. Confirmation that the meeting has been duly and properly convened
6. Presentation of the Annual Report and Auditor’s Report, Consolidated
Financial Statements and Group Auditor’s Report for 2012. Speech by
acting President and CEO Per-Arne Blomquist in connection herewith and a
description of the Board of Directors work during 2012
7. Resolution to adopt the Income Statement, Balance Sheet, Consolidated
Statement of Comprehensive Income and Consolidated Statement of
Financial Position for 2012
8. Resolution concerning appropriation of the Company’s profits as per
the adopted Balance Sheet and setting of record date for the stock
9. Resolution concerning discharging of members of the Board of
Directors and the President from personal liability towards the Company
for the administration of the Company in 2012
10. Resolution concerning number of board members and deputy board
members to be elected by the annual general meeting
11. Resolution concerning remuneration to the Board of Directors
12. Election of Board of Directors. The election will be preceded by
information from the chairperson concerning positions held in other
companies by the candidates
13. Election of chairman and vice-chairman of the Board of Directors
14. Resolution concerning number of auditors and deputy auditors
15. Resolution concerning remuneration to the auditors
16. Election of auditors and deputy auditors
17. Election of Nomination Committee
18. Proposal regarding guidelines for remuneration to the executive
19. The Board of Directors’ proposal for authorization to acquire own
20. The Board of Directors’ proposal for
(a) implementation of a long-term incentive program 2013/2016 and
(b) hedging arrangements for the program 21. Proposal from the
shareholder Carl Henrik Bramelid: "That TeliaSonera either sells back
Skanova, which owns the copper cables in Sweden, to the Swedish State or
distributes the shares to the company’s shareholders.”
22. Proposal from the shareholder Carl Henrik Bramelid: "That
TeliaSonera keeps its operations on the mature markets and separates its
operations on the emerging markets to a separate company/group the
shares of which are distributed to the company’s shareholders. The
company/group responsible for the emerging markets should be listed.”
23. Proposal from the shareholder Åke Raushagen: "that the present
auditors be dismissed and that the Nomination Committee be given the
assignment to draw up a proposal on new auditors and to review the
assignment and the mandate of the new auditors.”
24. Proposal from the shareholder Lars Bramelid:
(a) "that the new Board of Directors be given the assignment to claim
damages from the persons who have damaged the company, especially the
company’s Management Group and the board members of that time.” and
(b) that "the Board of Directors is therefore given the right to limit
the company’s claim for damages against these persons to a total of up
to SEK 100 million”.
Closing of the annual general meeting
Item 8 – Dividend
The Board of Directors proposes that a dividend of SEK 2.85 per share
shall be distributed to the shareholders, and that April 8, 2013 shall
be set as the record date for the dividend. If the annual general
meeting adopts this proposal, it is estimated that disbursement from
Euroclear Sweden AB will take place on April 11, 2013.
Items 1 and 10 - 17 regarding the Board of Directors, auditors and
The Nomination Committee appointed by the annual general meeting
presently consists of the following persons: Kristina Ekengren, chairman
(Swedish State), Kari Järvinen (Finnish State via Solidium Oy), Jan
Andersson (Swedbank Robur Funds), Per Frennberg (Alecta) and Anders
Narvinger (chairman of the Board of Directors).
The Nomination Committee presents the following proposals:
Chairman of the meeting: Sven Unger, Attorney-at-law.
Number of board members: Eight (8) with no deputy board members.
Remuneration to the Board of Directors: Remuneration to the Board of
Directors until the next annual general meeting would be SEK 1,200,000
(previously SEK 1,100,000) to the chairman, SEK 750,000 (previously
SEK 450,000) to the deputy chairman and SEK 450,000 (unchanged) to
each other board member elected by the annual general meeting. The
chairman of the board’s audit committee would receive remuneration of
SEK 150,000 (unchanged) and other members of the audit committee would
receive SEK 100,000 each (unchanged), and the chairman of the board’s
remuneration committee would receive SEK 65,000 (previously SEK
55,000) and other members of the remuneration committee would receive
SEK 45,000 (previously SEK 35,000). The Nomination Committee has
recommended that the Board of Directors establishes a special
Sustainability and Ethics Committee. Remuneration to the chairman of
such a committee is proposed at SEK 150,000 and SEK 100,000 to each of
the other members.
Election of Board of Directors: Re-election of Olli-Pekka Kallasvuo
and Per-Arne Sandström. New election of Marie Ehrling, Mats Jansson,
Tapio Kuula, Nina Linander, Martin Lorentzon and Kersti Sandqvist.
Maija-Liisa Friman, Ingrid Jonasson Blank, Anders Narvinger, Timo
Peltola, Lars Renström och Jon Risfelt have declined re-election. A
presentation of the candidates nominated by the Nomination Committee
for election to the Board of Directors is available at the web site of
and will be available at the annual general meeting.
Chairman and vice-chairman of the Board of Directors: Marie Ehrling as
chairman and Olli-Pekka Kallasvuo as vice-chairman.
Number of auditors: The number of auditors shall, until the end of the
annual general meeting 2014, be one (1).
Remuneration to the auditors: Remuneration to the auditors shall be
paid as per invoice.
Election of auditors: Re-election of PricewaterhouseCoopers AB until
the end of the annual general meeting 2014.
Election of Nomination Committee: Magnus Skåninger (Swedish State),
Kari Järvinen (Finnish State via Solidium Oy), Jan Andersson (Swedbank
Robur Funds), Per Frennberg (Alecta) and Marie Ehrling (chairman of
the Board of Directors).
Item 18 – The Board of Directors’ proposal regarding guidelines for
remuneration to the executive management
The Board of Directors’ proposal in essence:
TeliaSonera objective is to offer remuneration levels and other
employment conditions required to attract, retain and motivate high
calibre executives needed to maintain the success of the business.
Remuneration should be built upon a total reward approach allowing for a
market relevant – but not market leading - and cost effective executive
remuneration based on the components base salary, pension and other
The base salary should reflect the competence required in the position
and the responsibility, complexity and business contribution of the
executive. The base salary should also reflect the performance of the
executive and consequently be individual and differentiated.
Pension and other retirement benefits shall be based on the defined
The termination period may be up to six month when given by the
executive and up to 12 months when given by the employer (in relation to
the CEO 6 months). In case of termination given by the employer, the
executive may be entitled to a severance payment of up to 12 months (in
relation to the CEO 24 months). The severance payment shall not
constitute a basis for calculation of vacation pay or pension benefits
and shall be reduced should the executive be entitled to pay from a new
employment or from conducting his own business during the period under
which the severance is payable to the executive. The executive may be
entitled to a company car benefit, health care provisions, travel
insurance etc. in accordance with local labour market practice.
The Board of Directors is allowed to make minor deviations on an
individual basis from the principles stated above.
Item 19 – Authorization for the Board of Directors to resolve on
acquisitions of own shares
The Board of Directors proposes that the annual general meeting
authorize the Board of Directors to resolve, on one or more occasions
prior to the 2014 annual general meeting, on acquisitions of own shares,
which may take place both on Nasdaq OMX Stockholm and/or Nasdaq OMX
Helsinki and in accordance with an offer to acquire shares directed to
all shareholders or through a combination of these two alternatives. The
maximum number of shares to be acquired shall be such that the Company’s
holding from time to time does not exceed 10 percent of all shares in
the Company. Acquisitions of shares on Nasdaq OMX Stockholm and/or
Nasdaq OMX Helsinki may only be made at a price within the spread
between the highest bid price and lowest ask price prevailing from time
to time on the exchanges. Acquisitions of shares by way of offers to
acquire shares directed to all the Company’s shareholders may take place
at an acquisition price which exceeds the prevailing market price. It
will thereupon be possible, by means of detachable and tradable sales
rights (Sw. säljrätter), for the shareholders to enjoy the value of the
premium which may arise as a consequence of the Company acquiring shares
at a price in excess of the market price for the share. In order to
compensate shareholders who neither sell sales rights nor participate in
the acquisition offer, for their non-exercised sales rights, a bank or
another financial institution that may be appointed by the Company
shall, upon expiry of the application period but otherwise in accordance
with the terms and conditions of the acquisition offer, be entitled to
transfer shares to the Company and to pay compensation, amounting to the
value of the non-exercised sales rights less the bank’s costs, to the
shareholders concerned. However, the compensation payable may not exceed
the compensation that may be paid per sales right in the event of an
offer of commission-free sale of sales rights. In the event foreign
legal and/or administrative rules significantly impede implementation of
an acquisition offer in a particular country, the Board of Directors or
a party appointed by the Board of Directors, shall be entitled to effect
a sale of sales rights on behalf of the shareholders concerned and
shall, instead, pay the cash amount received upon a sale carried out
with due care, less costs incurred. The Board of Directors shall be
entitled to decide on other terms and conditions for the acquisition.
The purpose of the proposal above is to provide the Board of Directors
with an instrument to adapt and improve the Company's capital structure
and thereby create added value for the shareholders, and to enable the
company to transfer own shares under long-term incentive programes
approved by a general meeting.
The Board of Directors also intends to propose that future annual
general meetings of the Company authorize the Board of Directors to
resolve on acquisitions of own shares on terms and conditions that are
materially equivalent to those set forth above. At present, the Company
does not hold any own shares. The Board of Directors intends to propose
the 2014 annual general meeting to cancel those own shares acquired, not
hedging the company’s obligations to deliver shares under long-term
incentive programs approved by a general meeting, through a reduction of
the Company's share capital without repayment to the shareholders.
Item 20 - The Board of Directors’ proposal for (a) Implementation of
a long-term incentive program 2013/2016 and (b) hedging arrangements in
The Board of Directors’ proposal in essence:
(a) Implementation of a long-term incentive program 2013/2016
The proposed long-term incentive program for 2013/2016 ("Performance
Share Program 2013/2016”) shall comprise approximately 100 key employees
within the TeliaSonera group of companies (the "Group”) and in total no
more than 1,360,000 TeliaSonera shares may be transferred to
participants in the program upon fulfilment of the performance
conditions set out in the program ("Performance Shares”). The maximum
number of Performance Shares that finally may be allotted, corresponds
to approximately 0.03 percent of the total number of outstanding shares
in the Company. The Board of Directors intends to propose forthcoming
annual general meetings to implement performance-based share programs on
similar conditions that apply to the now proposed program.
Participants in the program shall be given the opportunity to, provided
that certain performance conditions, consisting of financial targets
linked to EPS (Earnings Per Share) and TSR (Total Shareholder Return),
are met during the three financial years 2013-2015 (the "Performance
Period”), receive without consideration final allotments of Performance
Shares. Participation in the program requires that the participants have
invested in or allocated to the program TeliaSonera shares ("Saving
Shares”) corresponding to a value of two (2) percent of a participant’s
annual gross base salary (i.e. before taxes) per year-end 2012 or, if a
participant has been employed thereafter, the calculated annual gross
base salary for 2013 (the "Base Salary”). Saving Shares shall normally
be acquired or allocated to the program during a period of approximately
five weeks following the publication of the Company’s Interim Report for
the first quarter of 2013, but in the event of new recruitments
thereafter, participation in the program may be offered and acquisition
or allocation of Saving Shares may take place until the end of August
2013. A condition for final allotments of Performance Shares shall
normally be that the participant has been employed within the Group
during the whole period from entering into the program until the day of
publication of the Company’s Interim Report for the first quarter of
2016 (the "Vesting Period”) and that all Saving Shares held by a
participant have been kept during such period.
Maximum preliminary EPS-based allotment of Performance Shares for each
of the financial years 2013, 2014 and 2015, shall amount to the number
of Performance Shares corresponding to approximately 5.00 percent of the
Base Salary for the key employee divided by a volume-weighted average
price, calculated as the average of the daily noted volume-weighted
purchase price of the Company’s share on NASDAQ OMX Stockholm’s official
list during December for each of the years 2012, 2013 and 2014.
Maximum TSR-based allotment of Performance Shares, shall amount to the
number of Performance Shares corresponding to 15 percent of the Base
Salary for the key employee divided by a volume-weighted average price,
calculated as the average of the daily noted volume-weighted purchase
price of the Company’s share on NASDAQ OMX Stockholm’s official list
during December 2012.
The targets for EPS based allotments as well as TSR based allotments of
Performance Shares, shall include a minimum level, which must be
exceeded in order for any allotment to occur at all, as well as a
maximum level in excess of which no additional allotment will occur.
Should lower financial targets than the maximum level be achieved, a
lower number of Performance Shares will be allotted.
Final allotments of Performance Shares will take place following the
publication of the Company’s Interim Report for the first quarter of
2016. Recalculation of final allotments of Performance Shares shall take
place in the event of an intervening bonus issue, share repurchase
offer, split, rights issue and/or other similar events. In addition, the
maximum financial outcome for a participant, and the maximum number of
Performance shares to be finally allotted, shall be capped at a value
corresponding 37.5 percent of the Base Salary of each key employee.
Upon termination of the employment within the Group during the Vesting
Period, the right to receive final allotments of Performance Shares
normally lapses. In addition to what is set out above, the Board of
Directors shall under certain circumstances be entitled to reduce final
allotments of Performance Shares or, wholly or partially, terminate
Performance Share Program 2013/2016 in advance and to make such local
adjustments of the program that may be necessary to implement the
program with reasonable administrative costs and efforts in the
concerned jurisdictions, including, inter alia, to offer cash settlement
as well as to waive the requirement for investing in or allocating
Saving Shares to the program for participants in such jurisdictions.
(b) Hedging arrangements for the program
The Board of Directors has considered two alternative hedging methods
for Performance Program 2013/2016; either a hedging arrangement with a
bank or other financial institution securing delivery of shares under
the program or transfers of shares held by the Company itself to
participants in Performance Share Program 2013/2016. The Board of
Directors considers the latter alternative as its main alternative.
However, should the annual general meeting not approve the proposed
transfer of shares held by the Company itself, the Board of Directors
may enter into a hedging arrangement set out above with a third party to
hedge the obligations of the Company under the program.
Based on the above conditions, the Board of Directors proposes that no
more than 1,360,000 TeliaSonera shares may be transferred to
participants in Performance Share Program 2013/2016 as Performance
Shares. Entitled to receive allotments of Performance Shares without
consideration shall be such persons within the Group being participants
in Performance Share Program 2013/2016. Further, subsidiaries shall be
entitled to acquire shares without consideration, in which case such
company shall be obliged, pursuant to the terms and conditions of
Performance Share Program 2013/2016, to immediately transfer the shares
to such persons within the Group that participate in Performance Share
Program 2013/2016. Transfers of shares shall be made without
consideration at the time and on such additional terms and conditions
that participants in Performance Share Program 2013/2016 are entitled to
receive final allotment of shares. The number of shares that may be
transferred shall be subject to recalculation in the event of an
intervening bonus issue, share repurchase offer, split, rights issue
and/or other similar events.
The Board of Directors’ proposes that the resolutions pursuant to items
20 (a) and (b) above shall be resolved by the annual general meeting as
two separate resolutions. The proposal in item 20 (b) regarding
transfers of shares shall be conditional upon that the annual general
meeting previously has approved item 20 (a), i.e. the implementation of
the proposed program.
Items 21 and 24 – Proposals from the shareholders Carl Henric
Bramelid, Åke Raushagen and Lars Bramelid
The proposals are stated in the text under items 21 – 24 on the agenda.
The resolutions of the annual general meeting regarding item 19 above
shall, in order to be valid, be supported by shareholders representing
at least two thirds of the votes cast as well as of the shares
represented at the meeting.
The resolution regarding implementation of the proposed long-term
incentive program pursuant item 20 (a) above requires a simple majority
The resolution of the annual general meeting regarding the proposed
hedging arrangements pursuant to item 20 (b) above requires in order to
be valid that no less than nine-tenths of both the votes cast and the
shares represented at the annual general meeting have to approve the
The accounts, the auditor’s report, the Board of Directors’ reasoned
statements, the auditor’s statement according to chapter 8 section 54 of
the Swedish Companies Act, Carl Henric Bramelid’s statement, Åke
Raushagen’s statement, Lars Bramelid’s statement as well as the complete
decisions proposals set out above, will be available at TeliaSonera AB,
Investor Relations, Stureplan 8 in Stockholm, as from Wednesday, March
13, 2013. The complete decision proposal regarding item 20 will be
available as from Wednesday, March 6, 2013. The documents can also be
obtained in writing to the following address: TeliaSonera AB, Box 7842,
SE-103 98 Stockholm, or by phone +46-8-402 90 50. The documents will
also be available on the Company’s web site www.teliasonera.com
from the same date.
Stockholm, February, 2013 The Board of Directors
TeliaSonera provides network access and telecommunication services in
the Nordic and Baltic countries, the emerging markets of Eurasia,
including Russia and Turkey, and in Spain. TeliaSonera helps people and
companies communicate in an easy, efficient and environmentally friendly
way. Our ambition is to be number one or two in all our markets,
providing the best customer experience, high quality networks and cost
efficient operations. TeliaSonera is also the leading European wholesale
provider with a wholly-owned international carrier network. In 2012, net
sales amounted to SEK 105 billion, EBITDA to SEK 36.1 billion and
earnings per share to SEK 4.59. The TeliaSonera share is listed on
NASDAQ OMX Stockholm and NASDAQ OMX Helsinki. Read more at www.teliasonera.com.
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