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Expert Corporate Governance Service (ECGS)
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Tele2 - AGM 06 May 2015

In general, Tele2 is in compliance with the Swedish regulations relating to the organisation and procedures of the Annual General Meeting.

Under ITEM 11, the board of directors proposes to distribute a dividend of SEK 4.40 per share for the FY 2018. ECGS notes that the (proposed) dividend is not covered by EPS and/or FCF for the fifth time over the past 6 years. Although Tele2 currently has the capacity to pay the dividend proposed, multiple consecutive uncovered dividend payments could be unsustainable. ECGS therefore recommends to vote OPPOSE.

Under ITEMS 15a-15g, the (re-)election of the board of directors is proposed.

In view of insufficient independent representation on the board as well as concerns over aggregate time commitments, ECGS recommends to vote OPPOSE to the (re-)election of: Mr. Anders Björkman (ITEM 15b), Mr. Georgi Ganev (ITEM 15c), Ms. Cynthia Gordon (ITEM 15d), Ms. Eva Lindqvist (ITEM 15e) and Mr. Lars-Ake Norling (ITEM 15f).

Under ITEM 16, the nomination commiittee proposes to re-appoint Mr. Georgi Ganev as Chairman of the board of directors. ECGS has various concerns over his re-appointment and therefore recommends to vote OPPOSE.

Under ITEM 17, the nomination committee proposes to re-appoint Deloitte as the Company's statutory auditor. In light of the current term in office of the auditor, ECGS recommends to vote OPPOSE.

Under ITEM 18, the board of directors seeks approval of the Company's remuneration guidelines. Although it has no (major) concerns over the remuneration guidelines as such, ECGS does not approve of the supplementary Integration and Retention Incentive Plan in connection with the merger between Tele2 and Com Hem Holding AB. As a matter of principle, ECGS sees no rationale for such a(n) (extra) incentive plan and wonders why the integration targets cannot be part of the ordinary LT incentive plan. ECGS furthermore does not approve of the sign-on bonus granted to the Company's new CEO Mr. Anders Nilsson. In view of the above, ECGS recommends to vote OPPOSE.

Under ITEM 20, the board of directors seeks authorisation to repurchase own shares. Since ECGS does not agree with the proposed dividend (see above), it does not approve of an authorisation to repurchase own shares either. Accordingly, ECGS recommends to vote OPPOSE.

Finally, ITEMS 21a-21c are proposals made by a shareholder. ECGS recommends a vote in favour of ITEM 21a but does not support the other two proposals.

Underlying
Tele2 AB Cl B

Tele2 is engaged as a telecom operator. Co. provides mobile communication services, fixed broadband and telephony, data network services and content services. The mobile service comprises various types of subscriptions for residential and business customers as well as prepaid cards. Fixed broadband includes direct access, which is its own services based on access via copper cable and other forms of access, such as fibre networks, wireless broadband and metropolitan area networks. Fixed telephony includes resold products within fixed telephony. The product portfolio within resold fixed telephony consists of prefix telephony, pre-selection (dial the number without a prefix) and subscriptions.

Provider
Proxinvest
Proxinvest

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Analysts
Expert Corporate Governance Service (ECGS)

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