TLSN: TeliaSonera: TeliaSonera: Welcome to TeliaSonera’s Annual General
UK Regulatory Announcement
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
For more information, please contact the TeliaSonera press office +46 771 77
58 30, email@example.com, visit our
newsroom(http://www.teliasonera.com/en/newsroom/) or follow us on Twitter
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 26,
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:
firstname.lastname@example.org or by phone: +358 (0)20770 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
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 dividend
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 management
19. The Board of Directors’ proposal for authorization to acquire own shares
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
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
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 TeliaSonera,
www.teliasonera.com, 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
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 benefits.
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 relation
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
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
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 vote.
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 proposal.
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
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