Report
Expert Corporate Governance Service (ECGS)
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Telia Company - EGM 26 November 2019

On October 20, 2019, the board of directors of Telia Company received a request from its major shareholder, the Swedish state, to call for an EGM regarding the election of a new board member and board chair that will take over from the current chair Ms. Marie Ehrling.

The nomination committee has endeavoured to find a chair who, with a strong commercial drive and experience from the telecommunications sector, can lead the work of the board of directors. Taking into account the competencies and experiences needed in the future, the owner representatives of the nomination committee have decided to nominate Mr. Lars-Johan Jarnheimer as a new board member as well as chairman of the board of directors (see below).

Under ITEM 6, the nomination committee proposes to newly appoint Mr. Lars-Johan Jarnheimer as Member of the board of directors. Although Mr. Jarnheimer would be considered independent, ECGS has concerns over his aggregate time commitments. Mr. Jarnheimer is already serving as chairman of the board of directors of Ingka Holding B.V (IKEA) and Egmont International Holding AS (both substantial non-listed companies) and non-executive director of SAS AB (listed). Taking into account his proposed appointment (as board chairman) at Telia Company AB (listed), the number of mandates held would exceed ECGS¶guidelines. In view of concerns over aggregate time commitments, ECGS therefore recommends to vote OPPOSE.

Under ITEM 7, the nomination committee proposes to appoint Mr. Lars-Johan Jarnheimer as Chairman of the board of directors. As already mentioned above, ECGS has some concerns over the appointment of Mr. Jarnheimer. Consequently, ECGS does not support his election as Chairman of the board of directors either and accordingly recommends to vote OPPOSE.

Finally, ITEMS 8a and 8b are proposals made by shareholders. ECGS recommends to vote in favour of ITEM 8a, but does NOT support ITEM 8b.

Underlying
Telia Co AB

Telia Company provides telecommunication services in the Nordic and Baltic countries, the markets of Eurasia, including Russia, Turkey and Spain. Co. has three business segments: Mobility Services, which comprises operations in Sweden, Finland, Norway, Denmark, Lithuania, Latvia, Estonia and Spain; Broadband Services, which comprises operations in Sweden, Finland, Denmark, Lithuania, Latvia (49.0%), Estonia and international carrier operations; and Eurasia, which comprises mobile operations in Kazakhstan, Azerbaijan, Uzbekistan, Tajikistan, Georgia, Moldova and Nepal. The business area also includes Co.'s shareholdings in OAO MegaFon, Russia and Turkcell Iletisim Hizmetleri A.S., Turkey.

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Proxinvest
Proxinvest

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Analysts
Expert Corporate Governance Service (ECGS)

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