The annual general meeting of TeliaSonera AB (publ) will be held on Tuesday,
April 12, 2016, at 2 pm CET at Stockholm Waterfront Congress Centre, Nils
Ericsons plan 4, Stockholm. Registration for the meeting starts at 1 pm CET.
Light refreshments will be served before the meeting starts. The general meeting
will be interpreted into English.
Right to attend
Those wishing to attend the meeting must
· be entered as a shareholder in the share register kept by the Swedish
central securities depository Euroclear Sweden AB on Wednesday, April 6, 2016,
and
· give notice of attendance to the Company no later than on Wednesday, April
6, 2016.
Notice to the Company
Notice of attendance can be given
· in writing to TeliaSonera AB, PO Box 7842, SE-103 98 Stockholm, Sweden,
· by telephone +46 (0)8 402 90 50 on weekdays between 9 am and 4 pm CET, or
· on the Company’s website 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, where relevant, number of accompanying persons.
Shareholding in the name of a nominee
To be entitled to participate in the meeting, shareholders whose shares are
registered in the name of a nominee must register the shares in their own name
with the help of the nominee, so that the shareholder is entered in the share
register kept by Euroclear Sweden AB on Wednesday, April 6, 2016. This
registration may be made temporarily. Shareholders are requested to inform the
nominee to that effect well before that day.
Since the Finnish shareholders that are registered within the Finnish book-entry
system at Euroclear Finland Oy are nominee registered at Euroclear Sweden AB,
those Finnish shareholders wishing to participate in the meeting must contact
Euroclear Finland Oy by e-mail at thy@euroclear.eu or by phone at
+358 (0)20 770 6609, for registration of their shares in their own name well in
advance of Wednesday, April 6, 2016.
Proxies
Shareholders represented by a proxy must issue a proxy form for the
representative. A template proxy form is available on the Company’s website
www.teliasonera.com. A proxy form issued by a legal entity must be accompanied
by a copy of the certificate of registration (or, if no certificate exists, a
corresponding document of authority) for the legal entity. To facilitate
registration at the meeting, proxy forms, certificates of registration and other
documents of authority should be submitted to the Company at the address above
no later than on Wednesday, April 6, 2016.
Other information
Marie Ehrling’s and Johan Dennelind’s speeches at the meeting will be posted on
the Company’s website www.teliasonera.com after the meeting.
The total number of shares and votes in the Company is 4,330,084,781 at the date
this notice is issued. At the same date, the Company owns 4,588 treasury shares.
At the request of any shareholder, the Board of Directors and the CEO shall
provide information at the meeting on any circumstances that (i) may affect the
assessment of a matter on the agenda, (ii) may affect the assessment of the
Company’s or a subsidiary’s financial situation or (iii) concerns the Company’s
relation to another group company, provided that the Board of Directors believes
it would not be of significant detriment to the Company.
Agenda
Opening of the meeting
1. Election of chair of the meeting
2. Preparation and approval of voting register
3. Adoption of agenda
4. Election of two persons to check the minutes of the meeting together with
the chair
5. Determination of whether the meeting has been duly convened
6. Presentation of the Annual Report and the auditor’s report, the consolidated
financial statements and the auditor’s report on the consolidated financial
statements for 2015
A description by the chair of the Board of Directors Marie Ehrling of the work
of the Board of Directors during 2015 and a speech by President and CEO Johan
Dennelind in connection herewith
7. Resolution to adopt the income statement, the balance sheet, the
consolidated income statement and the consolidated balance sheet for 2015
8. Resolution on appropriation of the Company’s profit as shown on the adopted
balance sheet and setting of record date for the dividend
9. Resolution on discharge of the directors and the CEO from personal liability
towards the Company for the administration of the Company in 2015
10. Resolution on number of directors and alternate directors to be elected at
the meeting
11. Resolution on remuneration payable to the directors
12. Election of directors and any alternate directors
12.1 Marie Ehrling
12.2 Olli-Pekka Kallasvuo
12.3 Mikko Kosonen
12.4 Nina Linander
12.5 Martin Lorentzon
12.6 Susanna Campbell
12.7 Anna Settman
12.8 Olaf Swantee
13. Election of chair and vice-chair of the Board of Directors
13.1 Marie Ehrling (chair)
13.2 Olli-Pekka Kallasvuo (vice chair)
14. Resolution on number of auditors and deputy auditors
15. Resolution on remuneration payable to the auditor
16. Election of auditor and any deputy auditors
17. Election of Nomination Committee and resolution on instruction for the
Nomination Committee
18. Resolution on principles for remuneration to Group Executive Management
19. Resolution authorizing the Board of Directors to decide on acquisition of
the Company’s own shares
20. Resolution on
(a) implementation of a long-term incentive program 2016/2019 and
(b) hedging arrangements for the program
21. Resolution on amendment of the Company’s articles of association (change of
the Company name)
22. Resolution on shareholder proposals from Mr Thorwald Arvidsson that the
Annual General Meeting shall resolve:
(a) to adopt a vision on absolute equality between men and women on all levels
within the Company
(b) to instruct the Board of Directors of the Company to set up a working
group with the task of implementing this vision in the long term as well as
closely monitor the development on both the equality and the ethnicity area
(c) to annually submit a report in writing to the Annual General Meeting, as a
suggestion by including the report in the printed version of the Annual Report
(d) to instruct the Board of Directors to take necessary action in order to
bring about a shareholders’ association worthy of the name of the Company
(e) that directors should not be allowed to invoice their fees from a legal
entity, Swedish or foreign
(f) that the Nomination Committee in performing its duties should pay
particular attention to issues associated with ethics, gender and ethnicity
(g) to instruct the Board of Directors – if possible – to prepare a proposal
to be referred to the Annual General Meeting 2017 (or at any Extraordinary
General Meeting held prior to that) about representation on the Board and the
Nomination Committee for the small and medium-sized shareholders
(h) to initiate a special investigation about how the main ownership has been
exercised by the Governments of Finland and Sweden
(i) to initiate a special investigation about the relationship between the
current shareholders’ association and the Company, the investigation should pay
particular attention to the financial aspects
(j) to initiate a special investigation of the Company's non-European
business, particularly as to the actions of the Board of Directors, CEO and
auditors
(k) to make public all review materials about the non-European business, both
internally and externally
23. Shareholder proposal from Mr Thorwald Arvidsson on resolution on amendment
of the Company’s articles of association
Closing of the meeting
Resolutions proposed by the Nomination Committee
The Nomination Committee consists of the following persons: Daniel Kristiansson,
chair (Swedish State), Kari Järvinen (Solidium Oy), Johan Strandberg (SEB
Funds), Anders Oscarsson (AMF and AMF Funds) and Marie Ehrling (chair of the
Board of Directors). All members of the Nomination Committee were appointed at
the annual general meeting 2015.
The Nomination Committee presents the following proposals:
· Item 1 – Chair of the meeting: Eva Hägg, Advokat.
· Item 10 – Number of directors and alternate directors: Until the end of the
annual general meeting 2017, eight directors with no alternate directors.
· Item 11 – Remuneration payable to the directors: Remuneration payable to the
directors until the next annual general meeting will be SEK 1,600,000 to the
chair (previously SEK 1,550,000), SEK 775,000 to the vice-chair (previously SEK
750,000) and SEK 545,000 to each other director elected at the annual general
meeting (previously SEK 530,000). The chair of the Board of Directors’ audit
committee will receive remuneration of SEK 200,000 (previously SEK 150,000) and
other members of the audit committee will receive SEK 150,000 each (previously
SEK 100,000), the chair of the Board of Directors’ remuneration committee will
receive SEK 70,000 (previously SEK 65,000) and other members of the remuneration
committee will receive SEK 50,000 each (previously SEK 45,000) and the chair of
the Board of Directors’ sustainability and ethics committee will receive SEK
70,000 (previously SEK 150,000) and other members of the sustainability and
ethics committee will receive SEK 50,000 each (previously SEK 100,000).
· Item 12 – Election of directors: Re-election of Marie Ehrling, Olli-Pekka
Kallasvuo, Mikko Kosonen, Nina Linander and Martin Lorentzon. Election of
Susanna Campbell, Anna Settman and Olaf Swantee as new members.
Susanna Campbell was born in 1973. She is CEO of Ratos. Before that, she held
positions at McKinsey and Alfred Berg Corporate Finance. Susanna has an MSc,
Business and Administration from the Stockholm School of Economics.
Anna Settman was born in 1970. She is founder, CEO and partner of the investment
company The Springfield Project and has prior to that gained significant
experience from the media sector, mainly from Aftonbladet where she served as
CEO. Anna is a Member of the Board of Directors of Nordnet Bank, Anticimex and
Hyper Island. Anna has studied marketing strategy and economics at the Berghs
School of communications and completed the IFL Executive Management Program at
the Stockholm School of Economics.
Olaf Swantee was born in 1966. Until recently he was the CEO of the UK's leading
mobile telecoms business EE, which he left following the sale of EE to BT. Prior
to joining EE, Olaf held a number of Executive Board roles for Orange Group, as
well as senior leadership roles within Hewlett-Packard, Compaq and Digital
Equipment Corporation, across Europe and the United States. Born in the
Netherlands, Olaf holds a BA in Economics and received his European MBA from
ESCP in Paris.
Information of the candidates nominated by the Nomination Committee for election
to directors is available on the Company’s website, www.teliasonera.com.
· Item 13 – Election of chair and vice-chair of the Board of Directors: Re
-election of Marie Ehrling as chair and Olli-Pekka Kallasvuo as vice-chair.
· Item 14 – Number of auditors and deputy auditors: Until the end of the
annual general meeting 2017 there will be one auditor with no deputy auditors.
· Item 15 – Remuneration payable to the auditor: Remuneration to the auditor
will be paid as per invoice.
· Item 16 – Election of auditor: Election of the audit company Deloitte AB.
· Item 17 – Election of Nomination Committee and resolution on instruction for
the Nomination Committee: Election of Daniel Kristiansson (Swedish State), Kari
Järvinen (Solidium Oy), Johan Strandberg (SEB Funds), Anders Oscarsson (AMF and
AMF Funds) and Marie Ehrling (chair of the Board of Directors).
As regards the instruction for the Nomination Committee, the Nomination
Committee presents the following main proposals (unchanged from last year):
The Nomination Committee (the “Committee”) shall consist of five (5) to seven
(7) members. Four ordinary members shall represent the four shareholders that
are largest in terms of votes at the turn of the month that occurs immediately
prior to 30 days before the notice of the annual general meeting is issued and
which also wish to participate in the nomination process (“Nominating
Shareholders”). The Chair of the Board shall also be an ordinary member of the
Committee. The Committee may in addition to its ordinary members appoint at its
sole discretion one (1) or two (2) extraordinary members. The ordinary members
of the Committee shall be elected at the annual general meeting for a term of
office that expires at the next year’s annual general meeting.
The Committee shall nominate the Chair of the annual general meeting and the
Chair of the Board and other Board Members, and present a proposal for
remuneration, which shall be specified between the Chair of the Board, other
Board Members and, if applicable, remuneration for serving on subcommittees.
Where applicable, the Committee shall also nominate auditors and present
proposed remuneration for auditors.
The Committee shall nominate the members of the following year’s Committee and
shall specify the names of the Nominating Shareholders they represent. The
Committee shall review the Instruction annually and as necessary propose changes
thereto to the annual general meeting.
Resolutions proposed by the Board of Directors
Item 8 – Appropriation of the Company’s profit as shown on the adopted balance
sheet and setting of record date for the dividend
Non-restricted equity
The amount of non-restricted equity of the Company at the disposal of the annual
general meeting is approximately SEK 67,189 million.
Appropriation of the Company’s profit and record date
The Board of Directors proposes that a dividend of SEK 3 per share, in total
SEK 12,990,240,579, is distributed to the shareholders in two equal payments of
SEK 1.50 per share. The record date for the first payment is proposed to be
April 14, 2016 and for the second payment October 25, 2016. If the annual
general meeting resolves in accordance with the proposal, it is estimated that
Euroclear Sweden AB will execute the first payment on April 19, 2016 and the
second payment on October 28, 2016.
Item 18 – Principles for remuneration to Group Executive Management
The Board of Directors proposes that the annual general meeting 2016 resolves on
the following principles for remuneration to Group Executive Management. Group
Executive Management is defined as the President and the other members of the
Management Team.
The objective of the principles is to ensure that the Company can attract and
retain the best people in order to support the purpose and strategy of the
Company. Remuneration to Group Executive Management should be built on a total
reward approach and be market relevant, but not leading. The remuneration
principles should enable international hiring and should support diversity
within Group Executive Management. The market comparison should be made against
a set of peer group companies with comparable sizes, industries and complexity.
The total reward approach should consist of fixed salary, pension benefits,
conditions for notice and severance pay and other benefits.
Fixed salary
The fixed salary of a Group Executive Management member should be based on
competence, responsibility and performance. The Company uses an international
evaluation system in order to evaluate the scope and responsibility of the
position. Market benchmark is conducted on a regular basis. The individual
performance is monitored and used as a basis for annual reviews of fixed
salaries.
Pension
Pension and retirement benefits should be based on a defined contribution model,
which means that a premium is paid amounting to a certain percentage of the
individual’s annual salary. When deciding the size of the premium the level of
total remuneration should be considered. The level of contribution should be
benchmarked and may vary due to the composition of fixed salary and pension. The
retirement age is normally 65 years of age.
Other benefits
The Company provides other benefits in accordance with market practice. A Group
Executive Management member may be entitled to a company car, health and care
provisions, etc. Internationally hired Group Executive Management members and
those who are asked to move to another country can be offered mobility related
benefits for a limited period of time.
Notice of termination and severance pay
The termination period for a Group Executive Management member may be up to six
(6) months (twelve (12) months for the President) when given by the employee and
up to twelve (12) months when given by the Company. In case the termination is
given by the Company the individual may be entitled to a severance payment up to
twelve (12) months. Severance pay shall not constitute a basis for calculation
of vacation pay or pension benefits. Termination and severance pay will also be
reduced if the individual will be entitled to pay from a new employment or if
the individual will be conducting own business during the termination period or
the severance period.
The Board of Directors may make minor deviations from the principles above.
Item 19 – Authorization for the Board of Directors to decide on acquisition of
the Company’s own shares
Background information and reasons
In order 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/or to give a possibility to the Company to transfer its own
shares under any long-term incentive programs approved at a general meeting, the
Board of Directors proposes that the annual general meeting authorize the Board
of Directors to, on one or more occasions before the annual general meeting
2017, decide on acquisition of the Company’s own shares on the terms and
conditions set out below. In order to create an efficient instrument to achieve
this, the Board of Directors also intends to propose that future annual general
meetings of the Company authorize the Board of Directors to decide on
acquisition of the Company’s own shares on terms and conditions materially
equivalent to those set out below. At present, the Company owns 4,588 treasury
shares.
Authorization for the Board of Directors to decide on acquisition of the
Company’s own shares
The Board of Directors proposes that the annual general meeting authorize the
Board of Directors to decide on acquisition of the Company’s own shares on the
main terms and conditions set out below.
1. Acquisitions of shares may be made on (i) Nasdaq Stockholm and/or Nasdaq
Helsinki or (ii) in accordance with an offer to acquire shares made to all
shareholders or by a combination of these two alternatives.
2. The authorization may be exercised on one or more occasions before the
annual general meeting 2017.
3. A maximum number of shares may be acquired so that the Company’s holding at
any time does not exceed 10 percent of all the shares in the Company.
4. Acquisitions of shares on Nasdaq Stockholm and/or Nasdaq Helsinki may only
be made at a price within the spread between the highest bid price and lowest
ask price from time to time on Nasdaq Stockholm and/or Nasdaq Helsinki.
5. If the Company considers it appropriate and suitable, shares may be acquired
by offers made to all the Company’s shareholders to purchase shares at a price
above the prevailing market price. It will then be possible, by means of
detachable sales rights (Sw. säljrätter), for the shareholders to enjoy the
value of any premium arising due to the Company acquiring shares at a price
above the market price of the share. Should this occur, it is intended that the
sales rights will be traded on Nasdaq Stockholm and Nasdaq Helsinki,
respectively.
In order to avoid shareholders not enjoying any financial value represented by
an acquisition offer made at a premium, because they neither sell sales rights
nor participate in the acquisition offer, the Company may appoint a bank or
another financial institution (the “Bank”) which, provided it compensates
shareholders holding unexercised sales rights on expiry of the application
period, may transfer to the Company the number of shares corresponding to the
number of sales rights that would have conferred entitlement to a transfer of
such shares and for which compensation is paid. If so, the Bank may acquire the
shares to be transferred to the Company, as set out above, in the market. The
Bank appointed by the Company will be identified in the Board of Directors’
resolution on a possible acquisition offer.
The compensation that the Bank, where applicable, is to pay to the shareholders
concerned for each unexercised sales right must equal the lowest of (i) the
difference in the price at which the Company has acquired shares under the
acquisition offer and the average price per share that the Bank has paid to
acquire the shares in question divided by the current acquisition ratio[1] in
the acquisition offer, less the Bank’s actual handling cost, and (ii) the
compensation that may be paid per sales right in the event of an offer of
commission-free sale of sales rights.
With respect to the sales rights for which the Bank may pay compensation as set
out above, the Bank is entitled to transfer shares to the Company. An
application to transfer shares must be made no later than the day that the Board
of Directors determines following expiry of the application period for the
acquisition offer. The terms and conditions of the acquisition offer also apply
to the Bank’s transfer of shares.
6. If foreign legal and/or administrative rules significantly hinder
implementation of an acquisition offer in a particular country, the Board of
Directors or its nominee may sell sales rights on behalf of the shareholders
concerned and will, instead, pay the cash amount received on a sale carried out
with due care, less costs incurred.
7. The Board of Directors may decide on the other terms and conditions for the
acquisition. The Board of Directors may also authorize the chair of the Board of
Directors to make any minor adjustments that may prove necessary to carry out
the Board of Directors’ resolution to acquire the Company’s own shares.
Item 20 – (a) Implementation of a long-term incentive program 2016/2019 and
(b) hedging arrangements for the program
Background
The remuneration framework within the TeliaSonera group (the “Group”) may
consist of fixed base pay, annual variable pay, functional variable pay, long
-term incentives, pensions and other benefits. A number of key employees
participate in long-term incentive programs approved at previous annual general
meetings. All in all, these parts constitute an integrated remuneration package.
In accordance with the decisions of the annual general meetings 2010-2015
neither annual nor long-term variable cash remuneration is paid to members of
the TeliaSonera Group Executive Management team.
The Board of Directors has carried out a review of the 2015/2018 Performance
Share Program to ensure that it continues to meet its stated objectives – i.e.
to strengthen the ability to recruit and retain talented key employees, drive
long-term company performance, align key employees’ interests with those of the
shareholders and encourage key employee shareholding. As a result of this
review, the Board of Directors considers that a long-term incentive program
should be implemented for key employees of the Group also this year.
The long-term incentive program proposed by the Board of Directors to be
implemented during 2016, relating to the financial years 2016-2018 and that may
result in so-called performance shares being received during the spring of 2019
(the “Performance Share Program 2016/2019”), is similar to the Performance Share
Program 2015/2018 adopted at the 2015 AGM and is further described below.
Outline of the Performance Share Program 2016/2019
The Performance Share Program 2016/2019 shall be offered to approximately 200
key employees within the Group. Provided that certain performance conditions,
consisting of financial targets linked to EBITDA and TSR (Total Shareholder
Return), are met during the financial years 2016-2018 (the “Performance
Period”), participants in the Performance Share Program 2016/2019 shall be given
the opportunity to receive TeliaSonera shares without consideration
(“Performance Shares”).
Participants in the Performance Share Program 2016/2019 will be granted a
conditional award over Performance Shares, which is a right to receive a
specific number of such shares at a future date provided the relevant conditions
are met. The maximum number of Performance Shares which can be subject to an
award at the time of grant remains unchanged from 2015. Under the Performance
Share Program 2016/2019, the number of Performance Shares subject to an award at
the time of grant may not have an aggregate market value which exceeds 30
percent of the participant’s annual gross base salary (i.e. before taxes) per
year-end 2015 or, if a participant has become employed thereafter, the
calculated annual gross base salary for 2016 (the “2015 Base Salary”).
Further, the maximum aggregate market value of Performance Shares which can be
received by a participant following the end of the Performance Period (i.e. on
the vesting of the award when the participant becomes entitled to receive their
shares) shall not exceed 60 percent of the participant’s annual gross base
salary (i.e. before taxes) per year-end 2018 (the “2018 Base Salary”).
The receipt of Performance Shares is normally subject to continued employment
within the Group up to and including the day of publication of the interim
report for the first quarter 2019.
Participants will receive their Performance Shares following the publication of
the Company’s interim report for the first quarter 2019.
The Performance Share Program 2016/2019 shall in total comprise of no more than
2,370,400 TeliaSonera shares, which corresponds to approximately 0.04 percent of
the total number of outstanding shares in the Company.
The Board of Directors’ full proposal is set out in item (a) below.
The value of and the estimated costs for the Performance Share Program 2016/2019
The participants’ rights to receive Performance Shares under the program are not
securities and cannot be pledged or transferred to others. Neither are any
shareholders’ rights transferred to participants in the program prior to the day
when they receive their Performance Shares and become the owners of the shares.
An estimated market value of the conditional rights to receive Performance
Shares can however be calculated. The Board of Directors has calculated the
total value for the rights to receive Performance Shares under the Performance
Share Program 2016/2019 as approximately SEK 49.6 million, under the following
essential assumptions: (i) a share price of SEK 41.87 calculated as the average
of the daily noted volume-weighted purchase price of the Company’s shares on
Nasdaq Stockholm’s official list during December 2015, (ii) an annual employee
turnover of five percent, (iii) a share price appreciation of five percent per
annum, (iv) a 50 percent achievement of the TSR performance condition and (v) a
50 percent achievement of the EBITDA performance condition. The total cost under
these conditions would be SEK 79.4 million excluding the costs for the program’s
hedging measures and assuming a 60 percent mark-up for social security costs and
pensions. The costs are accounted for as staff costs (share-based benefits) over
the three year Performance Period.
If the EBITDA performance condition is achieved to 100 percent whilst
assumptions (i) through (iv) remain unchanged, the total value of the
Performance Share Program 2016/2019 is estimated to be approximately SEK 74.4
million. The total cost would in this case be SEK 119.1 million.
If EBITDA and TSR performance conditions are achieved to 100 percent, the total
value of the Performance Share Program 2016/2019 would amount to SEK 99.2
million assuming conditions (i) through (iii) remain unchanged. The total costs
would in this case amount to SEK 158.8 million.
Dilution and effects on key ratios
The Performance Share Program 2016/2019 will not entail any dilution effect, as
the program is proposed to be hedged by either treasury shares or a hedging
arrangement with a bank or another financial institution relating to already
issued shares.
The costs for the Performance Share Program 2016/2019 are expected to have a
marginal effect on the Group’s key ratios.
Preparation of the proposal
The proposal regarding the Performance Share Program 2016/2019 to the annual
general meeting 2016 has been prepared by the Company’s remuneration committee
and the Board of Directors has resolved to present this proposal to the annual
general meeting 2016.
Hedging
The Board of Directors has considered two alternative hedging methods for the
Performance Share Program 2016/2019; either (i) a hedging arrangement with a
bank or other financial institution securing delivery of shares under the
program or (ii) the transfer of shares held by the Company itself to
participants in the Performance Share Program 2016/2019. The Board of Directors
considers the latter alternative as its preferred option. However, should the
annual general meeting not approve the proposed transfer of own shares to
participants in the program, the Board of Directors may enter into a hedging
arrangement with a third party to hedge the obligations of the Company to
deliver Performance Shares under the program as set out above.
Since the social security costs are not expected to be significant in comparison
with the Company’s operating cash flow, such costs are intended to be financed
by cash and bank holdings.
The Board of Directors’ proposals for resolutions
The Board of Directors proposes that the annual general meeting 2016 resolves to
(i) implement the Performance Share Program 2016/2019, based on no more than
2,370,400 Performance Shares, and on the further main terms and conditions set
out in item (a) below, and (ii) transfer own shares to participants in the
program, and to subsidiaries within the Group in order to secure their
obligations to deliver Performance Shares under the program, in accordance with
item (b) below.
(a) Main terms and conditions for the Performance Share Program 2016/2019
1. The Performance Share Program 2016/2019 shall be offered to approximately
200 key employees within the Group who will receive a conditional award over a
number of Performance Shares (i.e. a right to receive such shares at a future
date if the relevant conditions are met) in 2016.
2. Each participant will receive an award over a number of Performance Shares
with an aggregate market value not exceeding 30 percent of the participant’s
2015 Base Salary. The market value shall be calculated based on the average of
the daily noted volume-weighted purchase price of the Company’s shares on Nasdaq
Stockholm’s official list during December 2015.
3. Provided that the performance conditions described below, consisting of
financial targets linked to EBITDA and TSR, are met during the Performance
Period, participants in the Performance Share Program 2016/2019 will receive the
Performance Shares subject to their award without consideration.
4. The performance conditions applying to the awards granted under the
Performance Share Program 2016/2019 will be based 50 percent on the Company’s
EBITDA[2] target during the Performance Period (“EBITDA Part”) and 50 percent on
the Company’s TSR during the Performance Period (“TSR Part”) in relation to TSR
in a peer group of approximately 10 comparable Nordic and western European
telecom companies defined by the Board of Directors (“TSR Comparator Group”).[3]
(http://connect.ne.cision.com#_ftn2)
5. The financial targets include a minimum level which must be achieved in
order for any Performance Shares to be received at all, as well as a maximum
level in excess of which no additional Performance Shares will be received.
Should lower financial results than the maximum levels be achieved, a
proportionate lower number of Performance Shares may be received.
6. The receipt of Performance Shares shall normally be subject to the
participant’s continued employment within the Group up to and including the day
of publication of the interim report for the first quarter 2019.
7. Participants will receive their Performance Shares following the publication
of the Company’s interim report for the first quarter 2019. Rounding off shall
be made to the closest whole number of Performance Shares.
8. The maximum number of Performance Shares a participant may receive under the
Performance Share Program 2016/2019 shall have an aggregate market value not
exceeding 60 percent of the participant's 2018 Base Salary. The market value
shall be calculated based on the average of the daily noted volume-weighted
purchase price of the Company’s shares on Nasdaq Stockholm’s official list
during 20 trading days prior to the day of publication of the interim report for
the first quarter 2019. Rounding off shall be made to the closest whole number
of Performance Shares.
9. The Performance Share Program 2016/2019 shall in total comprise of no more
than 2,370,400 TeliaSonera shares, which corresponds to approximately 0.04
percent of the total number of outstanding shares in the Company.
10. Recalculation of the number of Performance Shares subject to an award
granted under the Performance Share Program 2016/2019 shall take place in the
event of an intervening bonus issue, split, rights issue and/or other similar
events.
11. In addition to what is set out above, the Board of Directors shall under
certain circumstances be entitled to reduce the number of Performance Shares
subject to an award or, wholly or partially, terminate the Performance Share
Program 2016/2019 in advance and to make such local adjustments of the program
that may be necessary or appropriate to implement the program with reasonable
administrative costs and efforts in the concerned jurisdictions, including,
among other things, to offer cash settlement.
12. The Board of Directors shall be responsible for the further design and
administration of the Performance Share Program 2016/2019 within the framework
of the above stated main terms and conditions.
Performance conditions
EBITDA performance condition
The EBITDA performance targets set by the Board of Directors for the Performance
Period will stipulate a minimum level which must be achieved in order for any
Performance Shares to be received under the EBITDA Part at all, as well as a
maximum level in excess of which no additional Performance Shares will be
received under the EBITDA Part. The performance outcome will be determined by
the Board of Directors after the expiry of the Performance Period, in 2019. In
connection therewith the Board of Directors will also publish the EBITDA
performance results.
Relative TSR performance condition
If the Company's TSR during the Performance Period places the Company at first
or second place in the TSR Comparator Group, the participant is entitled to
receive the maximum TSR Part. If the Company's TSR during the Performance Period
places the Company below the median in the TSR Comparator Group, the participant
is not entitled to receive any of the TSR Part. If the Company's TSR during the
Performance Period places the Company at or above the median in the TSR
Comparator Group, but not at first or second place in the TSR Comparator Group,
the participant shall be entitled to receive a proportionate number of the
Performance Shares under the TSR Part as determined by the Board.
(b) Transfer of own shares
The transfer of own shares to participants in the Performance Share Program
2016/2019, and to subsidiaries within the Group in order to secure their
obligations to deliver Performance Shares under the program, may be made on the
following terms and conditions.
1. No more than 2,370,400 TeliaSonera shares may be transferred to participants
in the Performance Share Program 2016/2019 as Performance Shares.
2. The entitlement to receive Performance Shares without consideration shall
only be offered to persons within the Group who are participants in the
Performance Share Program 2016/2019. In addition, subsidiaries shall be entitled
to acquire shares without consideration in order to immediately transfer such
shares to participants in the Performance Share Program 2016/2019 in accordance
with the terms and conditions of the Performance Share Program 2016/2019.
3. The transfer of shares without consideration shall be made when the
participants are entitled to receive their Performance Shares in accordance with
the terms and conditions of the Performance Share Program 2016/2019, which will
be following the publication of the Company’s interim report for the first
quarter 2019.
4. 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 reason for this proposed deviation from the shareholders’ preferential
rights is because the transfer of own shares is an integral part of the
implementation of the Performance Share Program 2016/2019 and the Board of
Directors considers that the implementation of the Performance Share Program
2016/2019 will be to the advantage of the Company and the shareholders as it
offers participants the opportunity to become shareholders in the Company.
The Board of Directors proposes that the resolutions under items (a) and (b)
above will be voted on at the annual general meeting as two separate
resolutions. The proposal under item (b) on the proposed hedging arrangements is
conditional on the annual general meeting having approved item (a), i.e. the
implementation of the proposed program.
Item 21 – Resolution on amendment of the Company’s articles of association
(change of the Company name)
The Board of Directors proposes that the annual general meeting resolves that
§ 1 in the Company’s articles of association shall have the following wording,
to the effect that the Company’s name is changed:
Current wording Proposed wording
§ 1 The Company’s name is The Company’s name is Telia Company AB.
TeliaSonera Aktiebolag.
The Company is a public The Company is a public limited company (plc).
limited company (plc).
The proposal is conditional upon approval of the new Company name by the Swedish
Companies Registration Office (Sw. Bolagsverket). The Board of Directors further
proposes that the Board of Directors, or whomever appointed by the Board of
Directors, is authorized to make any minor changes to the articles of
association necessary in order to register the articles of association with the
Swedish Companies Registration Office.
Item 23 – Shareholder proposal from Mr Thorwald Arvidsson on resolution on
amendment of the Company’s articles of association
The shareholder Mr Thorwald Arvidsson proposes that the annual general meeting
resolves that § 6 in the Company’s articles of association shall have the
following wording:
Current Proposed wording
wording
§ 6 The Board The Board of Directors shall consist of, besides persons who
of may be appointed under other rules as a consequence of
Directors operations of law, no less than four and no more than nine
shall members and no more than three deputy members.
consist of,
besides
persons who
may be
appointed
under other
rules as a
consequence
of
operations
of law, no
less than
four and no
more than
nine
members and
no more
than three
deputy
members.
Former members of the Swedish Government may not be
appointed board members until two years have passed since
the person concerned left their position as a member of the
Swedish Government.
Other full-time politicians paid by the state may not be
appointed board members until one year has passed since the
person concerned left his or her assignment, unless
exceptional circumstances dictate otherwise.
Majority requirements
A resolution on authorization for the Board of Directors to decide on
acquisition of the Company’s own shares under Item 19 will be valid only if the
proposal is supported by shareholders representing at least two-thirds of both
the votes cast and shares represented at the meeting.
A resolution on implementation of the proposed long-term incentive program under
Item 20 (a) will be valid if the proposal is supported by a simple majority of
the votes cast. A resolution on hedging arrangements for the program under Item
20 (b) will be valid only if the proposal is supported by shareholders
representing at least nine-tenths of both the votes cast and shares represented
at the meeting.
A resolution on amendment of the Company’s articles of association under Items
21 and 23 will be valid only if the proposal is supported by shareholders
representing at least two-thirds of both the votes cast and shares represented
at the meeting.
Documents, etc.
Information regarding all board members proposed to the Board of Directors of
TeliaSonera AB as well as the Nomination Committee’s proposals and motivated
opinion are available on the Company’s website. The Annual and Sustainability
Report, the audit report and other documents will be held available at the
TeliaSonera AB, Investor Relations, Stureplan 8 in Stockholm, as from Tuesday,
March 22, 2016. The documents can also be obtained from the following address:
TeliaSonera AB, Box 7842, SE-103 98 Stockholm, or by phone +46(0)8 402 90 50.
The documents will also be available on the Company’s website
www.teliasonera.com from the same date.
Stockholm, March, 2016
TeliaSonera AB (publ)
The Board of Directors
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 10.30 a.m. CET on March 7, 2016.
For more information, please contact the TeliaSonera press office +46 771 77 58
30, press@teliasonera.com, visit our
Newsroom (http://www.teliasonera.com/en/newsroom/) or follow us on Twitter
@TeliaSoneraAB (https://twitter.com/TeliaSoneraAB).
Forward-Looking Statements
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.
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[1] The number of shares (and thereby normally also the number of sales rights)
required for the transfer of one share to the Company.
[2] EBITDA is defined as Earnings Before Interest, Taxes, Depreciation and
Amortization, with a possibility for the Board of Directors to make adjustments
for extraordinary events and/or exchange rate fluctuations.
[3] TSR is equal to the overall return a shareholder would receive on his or her
shareholding taking into account both share price appreciation and dividends (if
any). When calculating TSR, an average TSR-index number for December 2015 shall
be compared with December 2018 for the Company and for the companies included in
the peer group defined by the Board of Directors. The peer group presently
consists of Telenor ASA, Elisa Oyj, Tele2 AB, KPN NV, Orange S.A., Deutsche
Telekom AG, Vodafone Group Plc, Telefonica SA, TDC A/S and Swisscom AG.
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Welcome to TeliaSonera’s Annual General Meeting 2016
| Source: Telia Company AB
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