Tele2 AB: NOTICE TO ATTEND THE ANNUAL GENERAL MEETING

STOCKHOLM--()--Regulatory News:

Tele2 AB (Tele2), (STO:TEL2B) (STO:TEL2A) (OSE:TLE201) today announced that the shareholders of Tele2 AB (publ) are invited to the Annual General Meeting on Monday 12 May 2014 at 2.00 p.m. CET at the Hotel Rival, Mariatorget 3 in Stockholm.

NOTIFICATION ETC.

Shareholders who wish to attend the Annual General Meeting shall:

· be entered in the share register maintained by Euroclear Sweden on Tuesday 6 May 2014,

· give notice of their attendance not later than on Tuesday 6 May 2014, preferably before 1.00 p.m. CET. Notification is submitted on the Company's website at www.tele2.com, by telephone to +46 (0) 771 246 400 or in writing to the address Tele2 AB, c/o Computershare AB, P.O. Box 610, SE-182 16 Danderyd, Sweden.

The notification shall state name, personal identification number or company registration number, address, telephone number and advisors, if applicable. Shareholders whose shares are registered in the names of nominees must temporarily re-register the shares in their own name in order to be entitled to attend the Annual General Meeting. In order for such re-registration to be completed on Tuesday 6 May 2014 the shareholder must inform their nominees well before this date. Shareholders attending by a proxy or a representative should send documents of authorisation to Tele2 at the address above well before the Annual General Meeting. A template proxy form is available on the Company's website www.tele2.com. Shareholders cannot vote or, in other way, attend the Annual General Meeting on distance.

PROPOSED AGENDA

1. Opening of the Annual General Meeting.

2. Election of Chairman of the Annual General Meeting.

3. Preparation and approval of the voting list.

4. Approval of the agenda.

5. Election of one or two persons to check and verify the minutes.

6. Determination of whether the Annual General Meeting has been duly convened.

7. Remarks by the Chairman of the Board.

8. Presentation by the Chief Executive Officer.

9. Presentation of the annual report, the auditor's report and the consolidated financial statements and the auditor's report on the consolidated financial statements.

10. Resolution on the adoption of the income statement and the balance sheet and of the consolidated income statement and the consolidated balance sheet.

11. Resolution on the proposed treatment of the Company's earnings as stated in the adopted balance sheet.

12. Resolution on the discharge of liability for the members of the Board and the Chief Executive Officer.

13. Determination of the number of members of the Board.

14. Determination of the remuneration to the members of the Board and the auditor.

15. Election of the members of the Board and the Chairman of the Board.

16. Approval of the procedure of the Nomination Committee.

17. Resolution regarding guidelines for remuneration to senior executives.

18. Resolution regarding a long-term incentive plan, including the following resolutions:

(a) adoption of an incentive programme;

(b) authorisation to resolve on new issue of Class C shares;

(c) authorisation to resolve on repurchase of own Class C shares; and

(d) transfer of own Class B shares.

19. Resolution to authorise the Board to resolve on repurchase of own shares.

20. Closing of the Annual General Meeting.

RESOLUTIONS PROPOSED BY THE NOMINATION COMMITTEE

Election of Chairman of the Annual General Meeting (item 2)

The Nomination Committee proposes that Wilhelm Lüning, member of the Swedish Bar Association, is elected to be the Chairman of the Annual General Meeting.

Determination of the number of members of the Board and election of the members of the Board and the Chairman of the Board (items 13 and 15)

The Nomination Committee proposes that the Board shall consist of eight members.

The Nomination Committee proposes that the Annual General Meeting shall re-elect Lars Berg, Mia Brunell Livfors, Erik Mitteregger, Mike Parton, Carla Smits-Nusteling and Mario Zanotti as members of the Board and elect Lorenzo Grabau and Irina Hemmers as new members of the Board. John Hepburn and John Shakeshaft have informed the Nomination Committee that they decline re-election at the Annual General Meeting.

The Nomination Committee proposes that the Annual General Meeting shall re-elect Mike Parton as Chairman of the Board.

The Nomination Committee's motivated statement explaining its proposals regarding the Board and information about the proposed members of the Board are available on the Company's website at www.tele2.com.

Determination of the remuneration to the members of the Board and the auditor (item 14)

The Nomination Committee proposes that the remuneration for Board work and Committee work, for each of the members of the Board shall remain unchanged for the period until the close of the next Annual General Meeting. Accordingly, the Nomination Committee proposes that SEK 1,365,000 is to be allocated to the Chairman of the Board and SEK 525,000 to each of the other members of the Board. For work within the Committees, the Nomination Committee proposes a total of SEK 689,000 (2013: SEK 789,000) of which for work within the Audit Committee SEK 200,000 shall be allocated to the Chairman and SEK 100,000 to each of the other three members. For work within the Remuneration Committee SEK 75,000 shall be allocated to the Chairman and SEK 38,000 to each of the other three members. The Nomination Committee's proposal represents a total Board remuneration of SEK 5,729,000 (2013: 5,829,000). The decrease of the total remuneration for Board and Committee work is a result of the decrease of members, from five to four (including the Chairman), in the Audit Committee.

The Nomination Committee proposes that the Annual General Meeting resolves that remuneration to the auditor shall be paid in accordance with approved invoices.

Approval of the procedure of the Nomination Committee (item 16)

The Nomination Committee proposes that the work of preparing proposals to the 2015 Annual General Meeting regarding the Board and auditor, in the case that an auditor should be elected, and their remuneration, Chairman of the Annual General Meeting and the procedure for the Nomination Committee shall be performed by a Nomination Committee.

The Nomination Committee will be formed during October 2014 in consultation with the largest shareholders of the Company as per 30 September 2014. The Nomination Committee will consist of at least three members appointed by the largest shareholders of the Company. Cristina Stenbeck will be a member of the Committee and will also act as its convenor. The members of the Committee will appoint the Committee Chairman at their first meeting.

The Nomination Committee is appointed for a term of office commencing at the time of the announcement of the interim report for the period January – September 2014 and ending when a new Nomination Committee is formed. If a member resigns during the Committee term, the Nomination Committee can choose to appoint a new member. The shareholder that appointed the resigning member shall be asked to appoint a new member, provided that the shareholder still is one of the largest shareholders in the Company. If that shareholder declines participation on the Nomination Committee, the Committee can choose to ask the next largest qualified shareholder to participate. If a large qualified shareholder reduces its ownership, the Committee can choose to appoint the next largest shareholder to join. In all cases, the Nomination Committee reserves the right to reduce its membership as long as the number of members remains at least three.

The Nomination Committee shall have the right to upon request receive personnel resources such as secretarial services from the Company, and to charge the Company with costs for recruitment consultants and related travel if deemed necessary.

Information with respect to the election of auditor

The registered accounting firm Deloitte AB was elected auditor at the 2012 Annual General Meeting for a term of office of four years. Accordingly, the task of appointing an auditor is scheduled to occur at the 2016 Annual General Meeting. Deloitte AB has appointed the authorised public accountant Thomas Strömberg as auditor-in-charge.

RESOLUTIONS PROPOSED BY THE BOARD

Dividend (item 11)

The Board proposes a dividend of SEK 4.40 per share and that the record date for the dividend shall be on Thursday 15 May 2014. If the Annual General Meeting resolves in accordance with the proposal the dividend is estimated to be paid out to the shareholders on Tuesday 20 May 2014.

A reasoned statement from the Board, pursuant to Ch 18 Sec 4 of the Companies Act (2005:551), with respect to the proposed dividend is available on the Company's website at www.tele2.com, at the Company's premises at Skeppsbron 18 in Stockholm and will be sent to those shareholders who so request and state their postal address or email address.

Guidelines for remuneration to senior executives (item 17)

The Board proposes the following guidelines for determining remuneration for senior executives to be approved by the Annual General Meeting.

The objectives of Tele2’s remuneration guidelines are to offer competitive remuneration packages to attract, motivate, and retain key employees within the context of an international peer group. The aim is to create incentives for the management to execute strategic plans and deliver excellent operating results, and to align management’s incentives with the interests of the shareholders. Senior executives covered by the proposed guidelines include the CEO and members of the Leadership Team ("senior executives").

Remuneration to the senior executives should comprise annual base salary, and variable short-term incentive (STI) and long-term incentive (LTI) programs. The STI shall be based on the performance in relation to established objectives. The objectives shall be related to the Company's overall result and the senior executives’ individual performance. The STI can amount to a maximum of 100 percent of the annual base salary.

Over time, it is the intention of the Board to increase the proportion of variable performance-based compensation as a component of the senior executives’ total compensation.

The Board is continually considering the need of imposing restrictions in the STI program regarding making payments, or a proportion thereof, of such variable compensation conditional on whether the performance on which it was based has proved to be sustainable over time, and/or allowing the Company to reclaim components of such variable compensation that have been paid on the basis of information which later proves to be manifestly misstated.

Other benefits may include e.g. company car and for expatriated senior executives e.g. housing benefits for a limited period of time. The senior executives may also be offered health care insurances.

The senior executives are offered premium based pension plans. Pension premiums for the CEO can amount to a maximum of 25 percent of the annual salary (base salary and STI). For the other senior executives pension premiums can amount to a maximum of 20 percent of the annual salary (base salary and STI).

The maximum period of notice of termination of employment shall be 12 months in the event of termination by the CEO and six months in the event of termination by any of the other senior executives. In the event of termination by the Company, the maximum notice period during which compensation is payable is 18 months for the CEO and 12 months for any of the other senior executives.

Board members, elected at General Meetings, may in certain cases receive a fee for services performed within their respective areas of expertise, outside of their Board duties. Compensation for these services shall be paid at market terms and be approved by the Board.

Under special circumstances, the Board may deviate from the above guidelines. In such a case, the Board is obligated to give account of the reason for the deviation during the following Annual General Meeting.

In accordance with the Swedish Corporate Governance Code the Remuneration Committee within the Board monitors and evaluates the application of the guidelines for remuneration to the senior executives established by the Annual General Meeting. The evaluation has resulted in the conclusion that during 2013 the guidelines adopted by the Annual General Meeting have generally been followed, however on two occasions the Board has considered it to be in the best interest of the Company to deviate from the guidelines. Information regarding this and the Board's report of the Remuneration Committee's evaluation is available on the Company's website at www.tele2.com, at the Company's premises at Skeppsbron 18 in Stockholm and will be sent to those shareholders who so request and state their postal address or email address.

Also, the Company's auditor has, pursuant to Ch 8 Sec 54 of the Companies Act (2005:551), provided a statement with respect to whether there has been compliance with the guidelines for remuneration to the senior executives which have applied since the previous Annual General Meeting. The auditor's statement is available on the Company's website at www.tele2.com, at the Company's premises at Skeppsbron 18 in Stockholm and will be sent to those shareholders who so request and state their postal address or email address.

Incentive programme (items 18(a)-(d))

The Board of Directors proposes that the Annual General Meeting resolves to adopt a retention and performance based incentive programme for senior executives and other key employees within the Tele2 group in accordance with items 18(a)-18(d) below. All resolutions are proposed to be conditional upon each other and are therefore proposed to be adopted in connection with each other.

Adoption of an incentive programme (item 18(a))

Summary of the programme

The Board of Directors proposes that the Annual General Meeting resolves to adopt a retention and performance based incentive programme (the "Plan"), based on the same structure as last year. The Plan is proposed to include in total approximately 200 senior executives and other key employees within the Tele2 group. The participants in the Plan are in general required to hold Tele2 shares. These shares can either be shares already held or shares purchased on the market in connection with the notification to participate in the Plan. The participants will thereafter be granted free of charge retention and performance rights on the terms stipulated below.

In the event delivery of shares under the Plan cannot be achieved at reasonable costs, with reasonable administrative efforts or due to market conditions, participants may instead be offered a cash-based settlement.

Personal investment

In order to participate in the Plan, the employees, with certain exceptions, have to own Tele2 shares. These shares can either be shares already held, provided that the shares are not used as investment shares under the incentive programmes for the years 2012 or 2013, or shares purchased on the market in connection with notification to participate in the Plan. The maximum number of shares that the employee can hold under the Plan will correspond to approximately 7-12 per cent of the employee’s annual base salary as further described below. For each Tele2 share held under the Plan, the participants will be granted retention and performance rights by the Company.

In the event employees are unable to acquire or own Tele2 shares due to market conditions, they may be offered to participate in the Plan without the requirement of a personal investment. The number of allotted retention and performance rights under the Plan will be reduced in case of participation without personal investment.

General terms and conditions

Subject to fulfilment of certain retention and performance based conditions during the period 1 April 2014 – 31 March 2017 (the "Measurement Period") and the participant maintaining at the release of the interim report January – March 2017 the invested shares (where applicable) and, with certain exceptions, the employment within the Tele2 group, each right entitles the participant to receive one Tele2 Class B share. In order to align the participants’ and the shareholders’ interests, the Company will compensate the participants for any dividends paid on the underlying share by increasing the number of shares that each retention and performance right entitles to at the end of the vesting period. It can be noted that the participants in the Plan will not be compensated for dividend proposed at the Annual General Meeting 2014.

Retention and performance conditions

The rights are divided into Series A (retention rights) and Series B and C (performance rights). The number of shares the respective participant will receive depends on which category the participant belongs to and on the fulfilment of the following defined retention and performance based conditions:

Series A Tele2’s total shareholder return on the share (TSR) during the Measurement Period exceeding 0 per cent as entry level.

Series B Tele2’s average normalised return of capital employed (ROCE) during the Measurement Period being at least 9 per cent as entry level and at least 12 per cent as the stretch target.

Series C Tele2’s total shareholder return on the shares (TSR) during the Measurement Period being equal to the average TSR for a peer group comprising Elisa, Iliad, Millicom International Cellular, TalkTalk Telecom Group, Telenor, Telia Sonera and TDC as entry level, and exceeding the average TSR for the peer group with 10 percentage points as the stretch target.

The determined levels of the conditions include an “entry” level and a “stretch” target with a linear interpolation applied between those levels as regards the number of rights that vest. The entry level constitutes the minimum level which must be reached in order to enable vesting of the rights in the relevant series. If the entry level is reached, the number of rights that vests is proposed to be 100 per cent for Series A and 20 per cent for Series B and C. If the entry level is not reached for a certain series, all retention or performance rights (as applicable) in that series lapse. If stretch target for Series B and Series C is met, all retention or performance rights (as applicable) vest in the relevant series. The Board of Directors intends to disclose the outcome of the retention and performance based conditions in the annual report for the financial year 2017.

Retention and performance rights

The retention and performance rights shall be governed by the following terms and conditions:

· Granted free of charge after the Annual General Meeting 2014.

· Vest three years after grant (vesting period).

· May not be transferred or pledged.

· Each right entitles the participant to receive one Tele2 Class B share after the three year vesting period, if the participant, with certain exceptions, maintains the employment within the Tele2 group and the invested shares at the release of the interim report for the period January – March 2017.

· In order to align the participants’ and the shareholders’ interests, the Company will compensate the participants for any dividends paid by increasing the number of Class B shares that each retention and performance right entitles to at the end of the vesting period. It can be noted that the participants in the Plan will not be compensated for dividend proposed at the Annual General Meeting 2014.

Preparation and administration

The Board of Directors, or a committee established by the Board for these purposes, shall be responsible for preparing the detailed terms and conditions of the Plan, in accordance with the mentioned terms and guidelines. To this end, the Board shall be entitled to make adjustments to meet foreign regulations or market conditions. The Board may also make other adjustments if significant changes in the Tele2 group or its operating environment would result in a situation where the decided terms and conditions of the Plan no longer serve their purpose. The Board of Directors’ possibility to make such adjustments does not include the grant of continued participation for senior executives in the Company’s long-term incentive programmes after the termination of their respective employments.

Allocation

In total, the Plan is estimated to comprise up to 313,500 Tele2 shares held by the participants entitling to allotment of up to 1,374,000 rights whereof 313,500 retention rights and 1,060,500 performance rights. The participants are divided into different categories and in accordance with the above, the Plan will comprise the following number of shares and maximum number of rights for the different categories:

· the CEO: may acquire up to 8,000 shares within the Plan, entitling the holder to allotment of 1 Series A right and 3 rights each of Series B and C per invested share, which entitles the holder to receive a maximum of 8,000 Series A rights and 24,000 rights each of Series B and C;

· senior executives and certain key employees (approximately 12 individuals): may acquire up to 4,000 shares each within the Plan, entitling the holder to allotment of 1 Series A right and 2.5 rights each of Series B and C per invested share, which entitles the holder to receive a maximum of 4,000 Series A rights and 10,000 rights each of Series B and C;

· category 1 (approximately 44 individuals in total): may acquire up to 2,000 shares each within the Plan, entitling the holder to allotment of 1 Series A right and 1.5 rights each of Series B and C per invested share, which entitles the holder to receive a maximum of 2,000 Series A rights and 3,000 rights each of Series B and C;

· category 2 (approximately 53 individuals in total): may acquire up to 1,500 shares each within the Plan, entitling the holder to allotment of 1 Series A right and 1.5 rights each of Series B and C per invested share, which entitles the holder to receive a maximum of 1,500 Series A rights and 2,250 rights each of Series B and C; and

· category 3 (approximately 90 individuals in total): may acquire up to 1,000 shares each within the Plan, entitling the holder to allotment of 1 Series A right and 1.5 rights each of Series B and C per invested share, which entitles the holder to receive a maximum of 1,000 Series A rights and 1,500 rights each of Series B and C.

Scope and costs of the Plan

The Plan will be accounted for in accordance with IFRS 2 which stipulates that the rights should be recorded as a personnel expense in the income statement during the vesting period. Based on the assumptions of a share price of SEK 75.90 (closing share price of the Tele2 Class B shares on 31 March 2014 of SEK 80.30 less deduction for the proposed dividend of SEK 4.40 per share), a maximum participation, an annual employee turnover of 7 per cent among the participants of the Plan, an average fulfilment of performance conditions of approximately 50 per cent, and full vesting of retention rights, the cost for the Plan, excluding social security costs, is estimated to approximately SEK 45 million. The cost will be allocated over the years 2014-2017. At a 100 per cent fulfilment of the performance conditions the cost is approximately SEK 58 million.

Social security costs will also be recorded as a personnel expense in the income statement by current reservations. The social security costs are estimated to around SEK 27 million with the assumptions above, an average social security tax rate of 33 per cent and an annual share price increase for Tele2’s Class B shares is 10 per cent during the vesting period.

The participant’s maximum profit per right in the Plan is limited to SEK 355, which equals five times the average closing share price of the Tele2 Class B shares during February 2014 with deduction for the proposed dividend. If the value of the Tele2 Class B shares exceeds SEK 355 at vesting, the number of Class B shares that each right entitles the participant to receive will be reduced correspondingly. The maximum dilution is up to 0.38 per cent of outstanding shares, 0.27 per cent of votes and 0.21 per cent in terms of costs for the Plan as defined in IFRS 2 divided by Tele2’s market capitalisation, excluding the dividend proposed to the Annual General Meeting. Together with rights granted under the incentive programmes for the years 2011, 2012 and 2013, the maximum dilution is up to 1.09 per cent of outstanding shares and 0.77 per cent of votes.

If the maximum profit of SEK 355 per right is reached, all invested shares are retained under the Plan and a fulfilment of the performance conditions of 100 per cent, the maximum cost of the Plan as defined in IFRS 2 is approximately SEK 71 million and the maximum social security cost is approximately SEK 161 million.

For information on Tele2’s other equity-related incentive programmes, reference is made to the annual report for 2013, note 34.

Effect on key ratios

If the Plan had been introduced in 2013 with the assumptions above, the impact on basic earnings per share would have resulted in a dilution of 2.9 per cent or from SEK 1.47 to SEK 1.43 on a pro forma basis.

The annual cost of the Plan including financing costs and social charges is estimated to approximately SEK 25 million given the above assumptions. This cost can be related to the Company’s total personnel costs, including social charges, of SEK 3,238 million in 2013.

Delivery of shares under the Plan

To ensure the delivery of Tele2 Class B shares under the Plan, the Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to resolve on a directed issue of Class C shares to Nordea Bank AB (publ) in accordance with item 18(b), and further to authorise the Board of Directors to subsequently resolve to repurchase the Class C shares from Nordea Bank AB (publ) in accordance with item 18(c). The Class C shares will then be held by the Company during the vesting period, whereafter the appropriate number of Class C shares will be reclassified into Class B shares and subsequently be delivered to the participants under the Plan.

The Board of Directors further proposes that the Annual General Meeting resolves that a maximum of 1,700,000 Class B shares may be transferred to the participants in accordance with the terms of the Plan. These shares can either be Class B treasury shares held by the Company or Class B shares held by the Company after reclassification from Class C shares.

The rationale for the proposal

The objective of the proposed Plan is to create conditions for retaining competent employees in the Tele2 group. The Plan has been designed based on the view that it is desirable that senior executives and other key employees within the group are shareholders in the Company. Participation in the Plan requires a personal investment in Tele2 shares, be it shares already held or shares purchased on the market in connection with the Plan.

By offering an allotment of performance rights which are based on profits and other retention and performance based conditions, the participants are rewarded for increased shareholder value. Further, the Plan rewards employees’ loyalty and long-term value growth in the Company. Against this background, the Board of Directors is of the opinion that the adoption of the Plan as set out above will have a positive effect on the Tele2 group’s future development and thus be beneficial for both the Company and its shareholders.

Preparation

Tele2’s Remuneration Committee has prepared this Plan in consultation with external advisors and major shareholders. The Plan has been reviewed by the Board of Directors at board meetings during the end of 2013 and the first months of 2014.

The above proposal is supported by major shareholders.

Authorisation to issue Class C shares (item 18(b))

The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors, during the period until the Annual General Meeting 2015, to increase the Company’s share capital by not more than SEK 2,125,000 by the issue of not more than 1,700,000 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.

Authorisation to resolve to repurchase own Class C shares (item 18(c))

The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors, during the period until the Annual General Meeting 2015, 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 per share. 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.

The reasoned statement from the Board of Directors, pursuant to Ch 19 Sec 22 of the Companies Act is available on the Company's website at www.tele2.com, at the Company's premises at Skeppsbron 18 in Stockholm and will be sent to those shareholders who so request and state their postal address or email address.

Transfer of own Class B shares (item 18(d))

The Board of Directors proposes that the Annual General Meeting resolves that Class C shares that the Company purchases by virtue of the authorisation to repurchase its own Class C shares in accordance with item 18(c) above, following reclassification into Class B shares, may be transferred to participants in accordance with the terms of the Plan.

The Board of Directors further proposes that the Annual General Meeting resolves that a maximum of 1,700,000 Class B shares may be transferred to participants in accordance with the terms of the Plan. These shares can either be Class B treasury shares held by the Company or Class B shares held by the Company after reclassification from Class C shares.

Authorisation for the Board to resolve on repurchase of own shares (item 19)

The Board proposes that the Annual General Meeting authorises the Board to pass a resolution on repurchasing the Company's own shares if the purpose is to retire shares through a decrease of the share capital in accordance with the following conditions:

1. The repurchase of Class A and/or Class B shares shall take place on the NASDAQ OMX Stockholm in accordance with NASDAQ OMX Stockholm's rules regarding purchase and sale of own shares.

2. The repurchase of Class A and/or Class B shares may take place on one or more occasions for the period up until the next Annual General Meeting.

3. So many Class A and/or Class B shares may, at the most, be repurchased so that the Company's holding does not at any time exceed 10 percent of the total number of shares in the Company.

4. The repurchase of Class A and/or Class B shares at the NASDAQ OMX Stockholm may 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.

5. It is the from time to time lowest-priced, available, shares that shall be repurchased by the Company.

6. Payment for the shares shall be in cash.

The purpose of the authorisation is to give the Board flexibility to continuously decide on changes to the capital structure during the year and thereby contribute to increased shareholder value.

The Board shall be able to resolve that repurchase of own shares shall be made within a repurchase program in accordance with the Commission's Regulation (EC) no 2273/2003, if the purpose of the authorisation and the repurchase only is to decrease the Company's share capital.

A reasoned statement from the Board, pursuant to Ch 19 Sec 22 of the Companies Act (2005:551), with respect to the proposed repurchase of own Class A shares and/or B shares is available on the Company's website at www.tele2.com, at the Company's premises at Skeppsbron 18 in Stockholm and will be sent to those shareholders who so request and state their postal address or email address.

MISCELLANEOUS

Shares and votes

There are a total number of 448,783,339 shares in the Company, whereof 20,260,910 Class A shares, 425,523,429 Class B shares and 2,999,000 Class C shares, corresponding to a total of 631,131,529 votes. The Company currently holds 286,739 of its own Class B shares and 2,999,000 of its own Class C shares corresponding to 3,285,739 votes which cannot be represented at the Annual General Meeting.

Special majority requirements and conditions with respect to the proposed resolutions in items 18 and 19

Resolutions under items 18(b), 18(c) and 19 are valid only if supported by shareholders holding not less than two-thirds of both the votes cast and the shares represented at the Annual General Meeting.

Resolution under item 18(d) is valid only if supported by shareholders holding not less than nine-tenth of both the votes cast and the shares represented at the Annual General Meeting.

Items 18(a)-18(d) are conditional upon each other and are therefore proposed to be adopted as one resolution supported by a majority of shareholders holding not less than nine-tenths of both the votes cast and the shares represented at the Annual General Meeting.

Authorisation

The Board, or the person that the Board will appoint, shall be authorised to make the minor adjustments in the Annual General Meeting's resolutions as may be required in connection with registration at the Swedish Companies Registration Office and Euroclear Sweden.

Documentation

The annual report, the reasoned statement of the Board pursuant to Ch 18 Sec 4 and Ch 19 Sec 22 of the Companies Act (2005:551), the report on the results of the Remuneration Committee's evaluation according to the Swedish Code of Corporate Governance and information regarding deviations from the guidelines pursuant to Ch 8 Sec 51 of the Companies Act (2005:551), the Auditor's statement pursuant to Ch 8 Sec 54 of the Companies Act (2005:551), the Nomination Committee's motivated statement explaining its proposals regarding the Board and information on the proposed members of the Board are available at the Company's website www.tele2.com, at the Company's premises at Skeppsbron 18 in Stockholm and will be sent to those shareholders who so request and state their postal address or email address.

The documentation can be ordered by telephone at +46 (0) 771-246 400 or in writing at the address Tele2 AB c/o Computershare AB, P.O. Box 610, SE-182 16 Danderyd, Sweden.

Shareholders' right to request information

The Board and the Chief Executive Officer shall, if any shareholder so requests and the Board believes that it can be done without material harm to the Company, provide information regarding circumstances that may affect the assessment of an item on the agenda, circumstances that can affect the assessment of the Company's or its subsidiaries' financial situation and the Company's relation to other companies within the group and the consolidated accounts.

Stockholm, April 2014

TELE2 AB (PUBL)

THE BOARD

___________

Other information

Schedule for the Annual General Meeting:

The doors open for shareholders at 1.00 p.m. CET.

The Annual General Meeting commences at 2.00 p.m. CET.

Interpretation

The Annual General Meeting will mainly be held in Swedish. As a service to the shareholders, simultaneous interpretation from Swedish to English as well as from English to Swedish will be provided.

___________

The information is of such character, which Tele2 AB (publ) shall disclose in accordance with the Securities Market Act (2007:528) and/or the law on Trading with Financial Instruments (1991:980). The information was distributed for disclosure at 8.00 a.m. CET on 8 April 2014.

TELE2 IS ONE OF EUROPE'S FASTEST GROWING TELECOM OPERATORS, ALWAYS PROVIDING CUSTOMERS WITH WHAT THEY NEED FOR LESS. We have 15 million customers in 10 countries. Tele2 offers mobile services, fixed broadband and telephony, 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 NASDAQ OMX Stockholm since 1996. In 2013, we had net sales of SEK 30 billion and reported an operating profit (EBITDA) of SEK 6 billion.

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Contacts

Tele2 AB
Lars Torstensson
EVP Corporate Communication
Telephone: +46 702 73 48 79
or
Viktor Wallström
Press Inquiries
Telephone: +46 703 63 53 27

Sharing

Contacts

Tele2 AB
Lars Torstensson
EVP Corporate Communication
Telephone: +46 702 73 48 79
or
Viktor Wallström
Press Inquiries
Telephone: +46 703 63 53 27