Annual General Meeting


Tele2 AB (publ) today announced that the Company's Annual General
Meeting (AGM) of shareholders held today in Stockholm re-elected Mia
Brunell, Vigo Carlund, John Hepburn, Mike Parton, John Shakeshaft,
Cristina Stenbeck and Pelle Törnberg as Board Members. Jere Calmes
was elected as a new Board Member. Further, Vigo Carlund was
re-elected as Chairman of the Board of Directors.

Jere Calmes is currently President of Pharmacy Chain 36.6, a leading
Russian health & beauty retailer, and CEO of its Management Company
having joined the organisation in 2007. Previously, Jere Calmes was
Chief Operating Officer at Wind Telecomunicazioni S.p.A., a telecom
operator in Italy. Before that he was Executive Vice President and
General Manager at VimpelCom, a leading telecommunications operator
in Russia and the CIS. Between 1995 and 2001 Jere Calmes held various
senior positions within Motorola in London, Cairo and St. Petersburg.
Jere Calmes speaks fluent Russian.

The AGM discharged the Board of Directors and the CEO from liability
for the 2007 financial year. Further, the AGM resolved in accordance
with the proposal of the Board of Directors on an ordinary dividend
of SEK 3.15 per share and a special dividend of SEK 4.70 per share.
Monday 19 May, 2008 was decided as the record date for the dividend
and it is expected that the dividend will be distributed by VPC on
Thursday May 22, 2008.

The AGM resolved to:
*          Set the remuneration for the period until the close of the
  next Annual General Meeting to the Board of Directors in accordance
  with the following. Fixed remuneration of SEK 4,975,000, of which
  SEK 1,200,000 is allocated to the Chairman of the Board of
  Directors, SEK 450,000 to each of the other Board. For work within
  the Audit Committee SEK 200,000 shall be allocated to the Chairman
  and SEK 100,000 to each of the other members and for work within
  the Remuneration Committee SEK 50,000 shall be allocated to the
  Chairman and SEK 25,000 to each of the other members. Furthermore,
  remuneration to the auditor shall be paid in accordance with an
  approved bill which specifies time, persons who worked and tasks
  performed.

*          Appoint Deloitte AB as auditor with the authorised public
  accountant Jan Berntsson as main responsible auditor, for a period
  of four years

*          Adopt the following procedure for the election of members
  of the Board of Directors and auditor. The work of preparing a
  proposal on the directors of the Board and auditor, and their
  remuneration as well as the proposal on the Chairman of the Annual
  General Meeting of 2009 shall be performed by a Nomination
  Committee. The Nomination Committee, which will consist of at least
  three representatives of larger shareholders, will be formed during
  September 2008 in consultation with the largest shareholders in the
  Company at that time. The Nomination Committee is appointed for a
  term of office commencing at the time of the announcement of the
  third quarter report in 2008 and ending when a new Nomination
  Committee is formed. The majority of the members of the Committee
  may not be directors of the Board of Directors or employed by the
  Company. If a member of the Committee resigns before the work is
  concluded, a replacement member is to be appointed in the
  corresponding manner. Cristina Stenbeck will be a member of the
  Committee and will also act as its convenor. The composition of the
  Committee will be communicated in the Company's interim report for
  the third quarter of 2008.

*          Approve the guidelines on remuneration for senior
  executives.

*          Adopt an incentive programme for allocation to senior
  executives and other key employees in the Tele2 Group, in
  accordance with the Board's proposals.

  The incentive program ("the Plan") includes in total approximately
  80 senior executives and other key employees within the Tele2
  group. The participants in the Plan are required to own shares in
  Tele2. These shares can either be shares already held or shares
  purchased on the market in connection with notification to
  participate in the Plan. Thereafter the participants will be
  granted, by the Company free of charge, retention rights and
  performance rights on the terms stipulated below.

  For each share held under the Plan, the participants will be
  granted retention rights and performance rights by the Company.
  Subject to fulfilment of certain retention and performance based
  conditions during the period 1 April 2008 - 31 March 2011 (the"Measure Period"), the participant maintaining the employment
  within the Tele2 group at the date of the release of the interim
  report January - March 2011 and subject to the participant
  maintaining the invested shares, each retention right and
  performance right entitles the employee to receive one Class B
  share. Dividends paid on the underlying share will increase the
  number of retention and performance shares being allotted in order
  to treat the shareholders and the participants equally.

  In total, the Plan is estimated to comprise up to 164,000 shares
  and entitling up to 752,000 rights whereof 164,000 retention rights
  and 588,000 performance rights. The participants are divided into
  different groups and in accordance with the above, the Plan will
  comprise up to 8,000 shares and seven rights per invested share for
  the CEO, up to 36,000 shares and six rights per invested share for
  senior executives (approximately 9 persons) and up to 120,000
  shares and four rights per invested share for other participants
  (approximately 70 persons).

  The participant's maximum profit per right in the Plan is limited
  to SEK 540, five times the average closing share price of the Tele2
  Class B shares during March 2008 (SEK 108). The maximum dilution is
  up to 0.19 percent in terms of shares outstanding, 0.11 percent in
  terms of votes and 0.12 percent in terms of costs for the programme
  as defined in IFRS 2 divided by Tele2's market capitalisation.

  The Board of Directors was authorized during the period until the
  next Annual General Meeting, to increase the Company's share
  capital by not more than SEK 1,062,500 by the issue of not more
  than 850,000 Class C shares, each with a ratio value of SEK 1.25.
  With disapplication of the shareholders' preferential rights,
  Nordea Bank AB (publ) shall be entitled to subscribe for the new
  Class C shares at a subscription price corresponding to the ratio
  value of the shares. The purpose of the authorisation and the
  reason for the disapplication of the shareholders' preferential
  rights in connection with the issue of shares is to ensure delivery
  of Class B shares to participants under the Plan. Moreover, it was
  resolved to authorise the Board of Directors, during the period
  until the next Annual General Meeting, to repurchase its own Class
  C shares. The repurchase may only be effected through a public
  offer directed to all holders of Class C shares and shall comprise
  all outstanding Class C shares. The purchase may be effected at a
  purchase price corresponding to not less than SEK 1.25 and not more
  than SEK 1.35. Payment for the Class C shares shall be made in
  cash. The purpose of the repurchase is to ensure the delivery of
  Class B shares under the Plan. Further, it was resolved that Class
  C shares that the Company purchases by virtue of the authorisation
  to repurchase its own shares, following reclassification into Class
  B shares, may be transferred to participants in accordance with the
  terms of the Plan.

*          Authorise the Board of Directors to pass a resolution on
  one or more occasions for the period up until the next Annual
  General Meeting on purchasing so many Class A and/or Class B shares
  that the Company's holding does not at any time exceed 10 percent
  of the total number of shares in the Company. The purchase of
  shares shall take place on the OMX Nordic Exchange Stockholm and
  may only occur at a price within the share price interval
  registered at that time, where share price interval means the
  difference between the highest buying price and lowest selling
  price. Morover, it was resolved to authorise the Board of Directors
  to pass a resolution on one or more occasions for the period up
  until the next Annual General Meeting on transferring the Company's
  own Class A and/or Class B shares on the OMX Nordic Exchange
  Stockholm or in connection with an acquisition of companies or
  businesses. The transfer of shares on the OMX Nordic Exchange
  Stockholm may only occur at a price within the share price interval
  registered at that time. The authorisation includes the right to
  resolve on disapplication of the preferential rights of
  shareholders and that payment shall be able to be made in other
  forms than cash. The Board of Directors shall be able to resolve
  that purchase of own shares shall be made within a repurchase
  programme in accordance with the Commissions Regulation (EC) no
  2273/2003, since the purpose of the authorisation and the purchase
  only is to decrease the Company's equity.


At a statutory meeting of the Board of Directors, an Audit Committee
and a Remuneration Committee were appointed. John Shakeshaft was
appointed as Chairman of the Audit Committee and Mia Brunell, Jere
Calmes and Mike Parton were appointed as members of the committee.
Vigo Carlund was appointed as Chairman of the Remuneration Committee
and Mia Brunell, Jere Calmes and John Hepburn were appointed as
members of the committee.
____________________________________________________________________
Further information can be obtained from:
Lars-Johan Jarnheimer, President and CEO, Telephone: +46 8 5626 4000
Lars Nilsson, CFO, Telephone: +46 8 5626 4000
Lars Torstensson, Investor Inquiries, Telephone: +46 702 73 48 79


Tele2 is one of Europe's leading alternative telecom operators.
Tele2's mission is to provide price leading and easy-to-use telecom.
Tele2 always strives to offer the market's best prices. We have 25
million customers in 15 countries. Tele2 offers fixed and mobile
telephony, broadband, data network services, cable TV and content
services. Ever since Jan Stenbeck founded the company in 1993, it has
been a tough challenger to the former government monopolies and other
established providers. Tele2 has been listed on the OMX Nordic
Exchange since 1996. In 2007, we had an operating revenue of SEK 43.4
billion and reported an operating profit (EBITDA) of SEK 6.6 billion.
Please visit us at www.tele2.com.

Attachments

Press release pdf