Regulatory News:
The Annual General Meeting of TeliaSonera AB (publ) will be held
on Monday, March 31, 2008 at 3 p.m. Swedish time at Stockholmsmassan
in Alvsjo, Stockholm. Please find the notice below.
TeliaSonera will publish the notice to the Annual General Meeting
in Swedish media: Post- och Inrikes Tidningar, Dagens Nyheter and
Svenska Dagbladet and in Finnish media: Helsingin Sanomat and
Hufvudstadsbladet on Tuesday, February 26, 2008. The call center will
be open from February 26, 2008 at 10.00 a.m. Swedish time for
notification of participation.
Annual General Meeting in TeliaSonera AB (publ)
The shareholders of TeliaSonera AB (publ) are hereby summoned to
the annual general meeting at 3.00 p.m. on Monday, March 31, 2008 at
Stockholm International Fairs in Alvsjo, Stockholm. Registration to
the meeting starts at 2.00 p.m. Coffee will be served before the
meeting starts. The meeting will be interpreted into Finnish and
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 25, 2008, kept by Swedish central securities
depository ("VPC AB"); and
-- give notice of attendance to the Company no later than 4.00
p.m. on Tuesday, March 25, 2008.
Notice to the Company
Notice of attendance can be made
-- in writing to TeliaSonera AB, Box 10, SE-182 11 Danderyd,
Sweden,
-- by telephone +46-8-611 6015 on weekdays between 10.00 a.m. and
4.00 p.m,
-- by fax +46-8-611 6017, 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 VPC AB as of March 25, 2008, 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
("APK") are nominee registered at VPC AB, these Finnish shareholders
have to contact APK, by e-mail: thy@ncsd.eu or by phone: +358 (0)20
770 6609, for re-registration well in advance of March 25, 2008 to be
able to participate in the meeting.
Nominee
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. 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. The
documents must not be older than one year. In order to facilitate the
registration at the meeting, powers of attorney in original,
certificates of registration and other documents of authority should
be sent to the Company at the address above at the latest by Thursday,
March 27, 2008.
Special proxy voting
The Board offers shareholders a possibility to vote by proxy at
the annual general meeting by using a proxy form, supplied by the
Board, in which the shareholders may tick off the applicable boxes to
indicate how they wish to vote on the different items on the agenda.
Carl Svernlov, attorney-at-law at the law firm Baker & McKenzie in
Stockholm, will act as the shareholder's representative in respect of
the proxy voting.
Proxy form can be obtained from the Company by telephone 08-611 60
15 or at TeliaSonera AB, Box 10, SE-182 11 Danderyd, Sweden and is
also available at the Company's web site www.teliasonera.com. The
original copy of the proxy form must be in Carl Svernlov's possession
no later than March 25, 2008 at the following address: Carl Svernlov,
c/o TeliaSonera AB, Box 10, SE-182 11 Danderyd, Sweden.
Representatives of legal entities are required to submit a certified
copy of the registration certificate or an equivalent certificate of
authority.
It should be noted that shareholders that are present through a
representative by proxy form also must notify the Company of their
participation according to the instructions set out above and also be
entered into the share register kept by VPC AB as of Tuesday March 25,
2008.
Notice to follow the meeting on distance via Internet
Shareholder does also have the opportunity to follow the annual
general meeting on distance via an Internet connection. Shareholders
wishing to follow the meeting on distance via Internet must be listed
as shareholders in the printout of the share register issued by VPC AB
already on Friday February 29, 2008, and have notified the company of
their intention to follow the meeting on distance no later than 4.00
p.m. Tuesday March 25, 2008. Shareholders following the meeting via
Internet are considered as guests and can only follow the annual
general meeting and are not able to vote, make proposals or express
opinions. Shareholders who have fulfilled the above criterions will be
provided with details of the connections and their personal passwords
before the meeting. If a shareholder wishes to participate in the
meeting through a representative and to personally follow the meeting
via Internet, the notice procedure as a whole must be applied.
Please note that following the annual general meeting via an
Internet connection requires a PC, Operating system: Windows XP, Web
browser: Internet Explorer 6, Media Player: Windows Media Player 9 or
higher, Internet connection for good quality: Broadband with speed of
1 Mbps or faster (not a requirement).
Other information
The CEO's speech at the annual general meeting will be posted on
the Company's web site www.teliasonera.com under section Investor
Relations after the meeting.
The total number of shares and votes in the Company is
4,490,457,213.
Agenda:
Opening of the Annual General Meeting
1.Election of chairperson of the meeting
2.Election of two persons to check the meeting minutes along with
the chairperson
3.Preparation and approval of voting register
4.Adoption of agenda
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 2007.
Speech by President Lars Nyberg in connection herewith and a
description of the Board of Directors work during 2007
7.Resolution to adopt the Income Statement, Balance Sheet,
Consolidated Income Statement and Consolidated Balance Sheet for 2007
8.Resolution concerning appropriation of the Company's profits as
per the adopted Balance Sheet, and setting of record date for the
stock dividend
9.Resolution concerning discharging of members of the Board of
Directors and the Presidents from personal liability towards the
company for the administration of the Company in 2007
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 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.The Board of Directors' proposal for guidelines for
remuneration of the executive management
Closing of the Annual General Meeting
Decisions
Item 8 - Dividend
The Board of Directors proposes that a dividend of SEK 4.00 per
share be distributed to the shareholders, and that April 3, 2008 be
set as the record date for the dividend. If the Annual General Meeting
adopts this proposal, it is estimated that disbursement from VPC AB
will take place on April 8, 2008.
Item 1 and 10-17 regarding the Board of Directors, auditors and
remuneration etc.
The Nomination Committee appointed by the Annual General Meeting
consists of the following persons: Viktoria Aastrup, the Chairman
(Swedish state), Markku Tapio (Finnish state), KG Lindvall (Swedbank
Robur funds), Lennart Ribohn (SEB funds) and the Chairman of the Board
of Directors Tom von Weymarn. The Nomination Committee presents the
following proposals:
-- Chairman of the meeting: Sven Unger, Attorney-at-law.
-- Number of board members: Seven (7) 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 1,000,000 (earlier 900,000) to the chairman, SEK
425,000 (earlier 400,000) 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 and
other members of the audit committee would receive SEK 100,000
each, and the chairman of the Board's remuneration committee
would receive SEK 40,000 and other members of the remuneration
committee would receive SEK 20,000 each.
-- Election of Board of Directors: Re-election of Maija-Liisa
Friman, Conny Karlsson, Lars G Nordstrom, Timo Peltola, Jon
Risfelt, Caroline Sundewall and Tom von Weymarn. A
presentation of the candidates nominated by the Nomination
Committee for election to the Board of Directors is available
at the website of TeliaSonera, www.teliasonera.com, see
section Investor Relations, and will be available at the
Annual General Meeting as well.
-- Chairman of the Board of Directors: Tom von Weymarn.
-- Number of auditors: The number of auditors shall, until the
end of the Annual General Meeting 2011, be one (1).
-- Remuneration to the auditors: Remuneration to the auditors
shall be paid as per invoice.
-- Election of auditors: Re-election of PricewaterhouseCoopers,
until the end of the Annual General Meeting 2011.
-- Election of Nomination Committee: Viktoria Aastrup (Swedish
state), Markku Tapio (Finnish state), KG Lindvall (Swedbank
Robur funds), Lennart Ribohn (SEB funds) and Tom von Weymarn
(chairman of the Board of Directors).
Item 18 - Guidelines for remuneration of the executive management
The Board of Directors' proposal in essence: The guiding principle
is that remuneration and other terms of employment for the Executives
shall be competitive in order to assure that TeliaSonera can attract
and retain competent Executives. The total remuneration package shall
consist of fixed salary, variable components of annual variable salary
and long term variable compensation, pension and other benefits. The
fixed salary levels shall be set and reviewed on an individual basis
and shall be aligned with the salary levels in the market in which the
Executive in question is employed. The annual variable salary shall be
defined in a plan for a set period with set precise targets that
promotes TeliaSonera's business goals. The level of the annual
variable salary may vary between Executives and can not exceed 50% of
the fixed annual salary. TeliaSonera does presently not have any stock
related long term variable compensation program. Pension plans shall
follow local market practice and, if possible, the defined
contribution system shall be used for newly appointed Executives. The
contract with Executives shall require a period of at least 6 months
from the employee and maximum 12 months (6 month for the CEO) from the
company with respect to resignation or termination of employment. Upon
termination by the company, the Executive shall be entitled to
severance pay equal to his fixed monthly salary for a period of
maximum 12 months (24 months for the CEO). Other benefits shall be
competitive in the local market. The Board of Directors may allow
minor deviations on an individual basis from this remuneration policy.
Annual Report etc.
The accounts, the auditor's report and the board's reasoned
statements as well as the complete decisions proposals regarding items
above will be available at TeliaSonera AB, Investor Relations,
Sturegatan 1 in Stockholm, as from Monday March 17, 2008. The material
can also be obtained in writing from the following address:
TeliaSonera AB, Box 10, SE-182 11 Danderyd, or by phone 08-611 60 15.
The document will also be available on the Company's web site
www.teliasonera.com from the same date.
Stockholm, February 2008
The Board of Directors
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 06.00 a.m. Swedish time on February 26, 2008.
Forward-Looking Statements
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.
TeliaSonera is the leading telecommunications company in the
Nordic and Baltic region, with strong positions within mobile
communications in Eurasia, Turkey and Russia. At the end of 2006, we
launched mobile services in Spain.
We are the leading European provider of quality cross-border
voice, IP and capacity services, provided through our wholly-owned
international carrier network. In 2007, TeliaSonera's net sales
amounted to SEK 96 billion, and at the end of December 2007 the total
number of subscriptions exceeded 114 million in 17 countries. The
TeliaSonera share is listed on the Stockholm Stock Exchange and the
Helsinki Stock Exchange, and the company is included in the Dow Jones
Sustainability Index. Simplicity and service are important tools for
us in creating profitable growth and value for our customers and
shareholders. Read more at www.teliasonera.com.
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