AGM Information • Mar 1, 2024
AGM Information
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The shareholders of Telia Company AB (publ), reg. no. 556103-4249, are hereby given notice of the Annual General Meeting to be held on Wednesday,April 10, 2024, at 2.00 p.m. CEST at Telia Company's Head Office, Stjärntorget 1 in Solna, Sweden. Registration for the Annual General Meeting will commence at 1.00 p.m. CEST.
The shareholders may also exercise their voting rights at the Annual General Meeting by postal voting in accordance with the provisions of Telia Company's Articles of Association.
Shareholders who wish to participate in the Annual General Meeting must:
Shareholders who wish to attend the meeting venue in person or by proxy must give notice of participation no later than Thursday, April 4, 2024, on Euroclear Sweden AB's website http://anmalan.vpc.se/euroclearproxy, by telephone +46 (0)8 402 90 50, or by post to Telia Company AB, "AGM 2024", c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden. Shareholders shall in their notice to participate state their name, personal identification number or company registration number, address, telephone number and advisors, if applicable. Shareholders represented by a proxy or a representative should send documents of authorization to the address above well in advance of the Annual General Meeting. A template proxy form is available on Telia Company's website www.teliacompany.com.
Shareholders who wish to participate in the Annual General Meeting by postal voting in advance must give notice of participation by casting their postal vote so that the postal vote is received by Euroclear Sweden AB (administering the forms on behalf of Telia Company) no later than Thursday April 4, 2024. A special form shall be used for postal voting. The postal voting form is available on Telia Company's website www.teliacompany.com. The postal voting form can be submitted either by e-mail to [email protected], orbypost to TeliaCompany AB, "AGM 2024", c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden. Shareholders may also cast their postal votes electronically through BankID verification via Euroclear Sweden AB's website http://anmalan.vpc.se/euroclearproxy. If the shareholder postal votes by proxy, a power of attorney shall be enclosed to the postal form. A template proxy form is available on Telia Company's website www.teliacompany.com. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the postal voting form. Further instructions are included in the postal voting form andon Euroclear Sweden AB's website http://anmalan.vpc.se/euroclearproxy.
Please note that shareholders who wish to attend the meeting venue in person or by proxy must give notice of participation inaccordance with the instructions under the heading "Participation at the meeting venue" above. This means that a notice of participation only through postal voting is not sufficient for shareholders who wish to participate in the Annual General Meeting by attending the meeting venue.
To be entitled to participate in the Annual General Meeting, shareholders whose shares are registered in the name of a nominee (including Finnish shareholders that are registered within the Finnish book- entry system at Euroclear Finland Oy) must re-register such shares in their own name so that the shareholder is recorded in the presentation of the share register as of Tuesday, April 2,2024. Such re-registration may be temporary (voting rights registration) and can be requested from the nominee in accordance with the nominee's procedures in such time in advance as the nominee determines. Voting rights registrations effected by the nominee no later than Thursday, April 4, 2024, will be considered in the presentation of the share register.
The Nomination Committee for the Annual General Meeting hasbeen appointed basedonthe ownership structure in Telia Company as of July 31, 2023, in accordance with the instruction for the Nomination Committee. The Nomination Committee comprises Magnus Johansson, Chair (the Swedish state), Johannes Wingborg (Länsförsäkringar Fondförvaltning), Sussi Kvart (Handelsbanken Fonder) and Emilie Westholm (Folksam). In addition, the Chair of the Board of Directors Lars-Johan Jarnheimer has been appointed as co-opted member of the Nomination Committee.
The Nomination Committee presents the following proposals:
SEK 685,000 to each other member of the Board elected by the General Meeting (2023: 670,000), SEK 306,000 to the Chair of the Audit Committee (2023: 300,000), SEK 174,000 to each other member of the Audit Committee (2023: 170,000), SEK 75,000 to the Chair of the Remuneration Committee (unchanged) and SEK 75,000 to each other member of the Remuneration Committee (unchanged).
• Item 14 – The Nomination Committee proposes that, for the period until the end of the next Annual General Meeting, Johannes Ametsreiter, Ingrid Bonde, Luisa Delgado, Sarah Eccleston, Tomas Eliasson, Rickard Gustafson, Lars-Johan Jarnheimer and Jeanette Jäger shall be re- elected as members of the Board. Jimmy Maymann is not available for re-election.
Information about the proposed Board members as well as the Nomination Committee's motivated statement are available on Telia Company's website www.teliacompany.com.
During 2023, the Company has performed a public tender process according to the EU auditor regulation. After an overall assessment of the received proposals, taking into account the outcome of the selection process and an analysis of the selection criteria used (price, audit scope, team composition etc.), the Audit Committee has resolved to recommend election of KPMG as auditor at the Annual General Meeting 2024 or, as a second choice that Deloitte is elected as auditor. The Nomination Committee therefore proposes, in accordance with the Audit Committee's recommendation, election of KPMG as auditor for a period of one year, i.e. until the end of the Annual General Meeting 2025.
The Board of Directors proposes that a dividend of SEK 2.00 per share in total is distributed to the shareholders.
It is proposed that the dividend is distributed to the shareholders in four instalments of SEK 0.50 each per share. The proposed record dates are Friday,April 12, 2024, Thursday, August 1,2024, Thursday, October 31, 2024, and Friday, February 7, 2025. If the Annual General Meeting resolves in accordance with the proposal, it is estimated that Euroclear Sweden AB will execute the payments on Wednesday, April 17, 2024, Tuesday, August 6, 2024, Tuesday, November 5, 2024, and Wednesday, February 12, 2025, respectively.
The Board of Directors has presented a motivated statement pursuant to Chapter 18, Section 4 of the Swedish Companies Act. The statement is available at the Company and on the Company's website www.teliacompany.com.
Shareholder proposal from Sune Gunnarsson that any dividend resolved by the Annual General Meeting 2024 is distributed to the shareholders in one instalment with record date Friday, April 12, 2024.
The voting list proposed to be approved is the voting list prepared by Euroclear Sweden AB on behalf of
the Company, based on the Annual General Meeting's register of shareholders, postal votes received and shareholders having given notice of participation and being present at the meeting venue.
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to resolve on repurchase of own shares on the main terms and conditions set out below.
The Board of Directors further proposes that the Annual General Meeting resolves to authorize the Board of Directors to resolve on transfer of own shares, with or without deviation from the shareholders' preferential rights, on the main terms and conditions set out below.
The purpose of the authorizations to repurchase and transfer own shares, and the reason for the deviation from the shareholders' preferential rights (in relation to transfer of own shares), is to enable the Company in a time efficient way to use own shares as payment in connection with acquisitions of companies orbusinesses whichthe Company may undertake,or to settleany deferredpayments related to such acquisitions, or for financing such acquisitions or deferred payments.
The purpose of the authorization to repurchase own shares is also 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 own shares to the participants in the Company's long-term share incentive programs. Please note that any transfer of repurchased shares to the participants in long-term share incentive programs requires a separate resolution by the General Meeting.
The Board of Directors shall have the right to decide on the other terms and conditions for the repurchase and transfer of own shares. The Board of Directors shall also have the right to 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 repurchase and transfer the Company's own shares.
The Board of Directors proposes that the Annual General Meeting resolves to implement a long-term share incentive program for selected key employees within the Telia Company Group not including members of the Group Executive Management (the "Performance Share Program 2024/2027"). The Board of Directors is convinced that the Performance Share Program 2024/2027 will be beneficial to the Company's shareholders as it will contribute to the possibilities 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.
The Performance Share Program 2024/2027 relates to the financial years 2024-2026 and entails that Telia Company shares may be received after the publication of the interim report for the first quarter
Participation in the Performance Share Program 2024/2027 shall be offered to approximately 250 key employees within the Group. Provided that the terms and conditions of the Performance Share Program 2024/2027 are met, and to the extent the performance conditions for the program related to Cashflow (Operational Free Cashflow), TSR (Total Shareholder Return), ROCE (Return on Capital Employed) and ESG (Environmental, Social and Governance) are fulfilled during the financial years 2024-2026 (the "Performance Period"), participants in the Performance Share Program 2024/2027 will, free of charge, receive Telia Company shares ("Performance Shares") after the publication of the interim report for the first quarter 2027.
Participants in the Performance Share Program 2024/2027 will receive a conditional right to be allotted Performance Shares, which is a right to receive a specific number of such shares at a future date provided that the relevant conditions are met. The maximum number of Performance Shares that can be subject to allotment has increased from 4,065,601 in the performance share program adopted by the Annual General Meeting 2023 to 4,827,332 in the Performance Share Program 2024/2027. Under the Performance Share Program 2024/2027, the number of Performance Shares that can be subject to allotment may not, at the time of receipt of the conditional right, have an aggregate market value exceeding 30 percent of the participant's annual gross base salary (i.e. before taxes) per year-end 2023 or, if a participant has become employed thereafter, the calculated annual gross base salary for 2024 (the "2023 Base Salary"). Further, the maximum aggregate market value of the Performance Shares that can be subject to allotment following the end of the Performance Period (i.e. at vesting 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 2026 (the "2026 Base Salary").
The participants will receive their Performance Shares following the publication of the interim report for the first quarter 2027, and allotment is, with certain exceptions, subject to continued employment within the Group up to and including the day of publication of the interim report for the first quarter 2027.
The Performance Share Program 2024/2027 shall in total comprise no more than 4,827,332 Telia Company shares, corresponding to approximately 0.12 percent of the total number of outstanding shares in the Company.
The Board of Directors' complete proposal is set out in item 20(a) below.
The participants' conditional rights to receive Performance Shares under the Performance Share Program 2024/2027 are not securities and cannot be pledged or transferred. Neither are any shareholders' rights transferred to participants in the program prior to the day when they receive their Performance Shares and thus become the owners of such 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 of the rights to receive Performance Shares under the Performance Share Program 2024/2027 as approximately SEK 74.3 million, under the following essential assumptions: (i) a share price of SEK 25.64, calculated as the average of the daily noted volume-weighted price of the Company's share on Nasdaq Stockholm during December 2023, (ii) an annual employee turnover of five percent, (iii) a share price increase of five percent per year, (iv) a 50 percent achievement of the TSR performance condition, (v) a 100 percent achievement of the ROCE performance condition, (vi) a 50 percent achievement of the Cashflow performance condition and (vii) a 50 percent achievement of the ESG performance condition. The total cost of the Performance Share Program 2024/2027 under these assumptions would be SEK 94.3 million assuming a 27 percent mark-up for social security costs. The costs are accounted for as staff costs (share-based benefits) over the Performance Period.
If the Cashflow performance condition is achieved to 100 percent whilst the other assumptions above remain unchanged, the total value of the Performance Share Program 2024/2027 is estimated at approximately SEK 89.7 million. The total cost of the Performance Share Program 2024/2027 would in this case be SEK 113.9 million.
If all performance conditions are achieved to 100 percent, the total value of the Performance Share Program 2024/2027 would amount to SEK 123.8 million assuming conditions (i) through (iii) above remain unchanged. The total costs of the Performance Share Program 2024/2027 would in this case amount to SEK 157.2 million.
The Performance Share Program 2024/2027 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 using shares already issued.
The costs for the Performance Share Program 2024/2027 are expected to have a marginal effect on the Group's key ratios.
The Board of Directors has considered two alternative hedging structures for the Performance Share Program 2024/2027: either (i) transfer of own shares to the participants or (ii) a hedging arrangement with a bank or other financial institution securing delivery of shares under the program. The Board of Directors considers the first alternative as its preferred option. However, should the Annual General Meeting not approve the proposed transfer of own shares to participants in the program, in accordance with item 20(b) below, 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.
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 Company's other incentive programs will be described in the Company's annual and sustainability report 2023, note C32.
The Board of Directors proposes that the Annual General Meeting resolves (i) to implement the Performance Share Program 2024/2027 comprising no more than 4,827,332 Performance Shares, and on the further main terms and conditions set out under item 20(a) below,and (ii) to transfer own shares to participants in the program, and to subsidiaries within the Group to secure their obligations to deliver Performance Shares under the program, in accordance with item 20(b) below.
Part will be subject to allotment.
The Board of Directors shall be responsible for the further design and administration of the Performance Share Program 2024/2027 within the above stated main terms and conditions.
Should the Annual General Meeting not approve the proposed transfer of own shares to participants in the Performance Share Program 2024/2027 in accordance with item 20(b) below, the Board of Directors shall be entitled to enter into a hedging arrangement with a third party to hedge the obligations of the Company to deliver Performance Shares under the program.
The performance outcome will be determined by the Board of Directors in 2027 after the expiry of the Performance Period on December 31, 2026. In connection therewith the Board of Directors will also publish the performance outcome.
Transfer of own shares to participants in the Performance Share Program 2024/2027, and to subsidiaries within the Group to secure their obligations to deliver Performance Shares under the program, may be made on the following terms and conditions.
The reason for the 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 2024/2027 and the Board of Directors considers that the implementation of the Performance Share Program 2024/2027 will be to the advantage of the Company and the shareholders as it will contribute to the possibilities 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.
The total number of shares and votes in the Company amounts to 3,932,109,286at the date this notice is issued.
At the request of any shareholder, the Board of Directors and the Chief Executive Officer shall provide information 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.
The resolution to transfer own shares under item 20(b) is conditional upon the Annual General Meeting resolving on the implementation of a long-term share incentive program 2024/2027 in accordance with the Board of Directors' proposal under item 20(a).
Validresolutions to authorize the Board of Directors to decide on repurchase and transfer of own shares under item 19 require support by shareholders holding at least two-thirds of both the votes cast and shares represented at the Annual General Meeting.
The Board of Directors' and the Nomination Committee's proposals to the Annual General Meeting are set out in this notice. Information about the proposed Board members as well as the Nomination Committee's motivated statement are available on Telia Company's website www.teliacompany.com.
The annual andsustainability report and the auditor's report,the consolidatedfinancial statements and the auditor's report on the consolidated financial statements as well as other documents to the Annual General Meeting willbe available onTelia Company'swebsite www.teliacompany.comandat the Company's Head Officeat Stjärntorget 1in Solna, Sweden, as from Tuesday,March 19, 2024. Hard copies of the documents will also be sent to those shareholders who so request and state their postal or email address. The documents can be ordered by post to TeliaCompany AB, "AGM 2024", c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden, or by telephone +46 (0)8 402 90 50.
The Board of Directors, or such person that the Board of Directors may appoint, shall be authorized to make the minor adjustments in the resolutions adopted by the Annual General Meeting as may be required in connection with registration at the Swedish Companies Registration Office and Euroclear Sweden AB and to take such other measures required to execute the resolutions.
The presentation by President and Chief Executive Officer Patrik Hofbauer will be made available on Telia Company's website www.teliacompany.com after the Annual General Meeting.
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 at the Annual General Meeting.
For information on how your personal data is processed, please refer to: www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf .
TeliaCompany's Group Data Protection Officer: [email protected]
TeliaCompany AB Group Data Protection Officer Stjärntorget 1 SE-169 94 Solna Sweden Telephonenumber: +46 (0)8 504 550 00
Stockholm, March 2024 TeliaCompany AB (publ) The Board of Directors
[1] Cashflow is defined as Operational free cash flow, which in turn is defined as free cash flow (the total of cash flow from operating activities and cash CAPEX) from continuing operations excluding cash CAPEX for licenses and spectrum fees, dividends from associated companies net of taxes and including repayment of lease liabilities, with a possibility for the Board of Directors to adjust for extraordinary events and/or exchange rate fluctuations.
[2] 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 2023 shall be compared with December 2026 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 SA, BT Group Plc, Vodafone Group Plc, Telefonica SA, Proximus PLC and Swisscom AG.
[3] ESG is defined by three separate performance conditions based on Climate, Digital Inclusion and Privacy which have been set in line with targets in the Company's annual and sustainability report. The three performance conditions entail 5 percent weight respectively. For each performance condition, a minimum level of achievement is required for any Performance Shares to be allotted. The performance condition on Climate is based on the Company's ambition to achieve a top rating in the external climate assessment CDP, which reflects deep integration of climate into company strategy and processes, as further described in the Company's
annual and sustainability report. Digital Inclusion is based on the Company's 2026 target on promotion of digital competences, with focus on groups who without sufficient digital skills risk falling behind or end up in vulnerable situations when society is increasingly digitized. Privacy is based on the Company's ranking position in respecting customer integrity compared to competitors.
We are Telia Company. Our approximately 19,000 talented colleagues serve millions of customers every day in one of the world's most connected regions. With a strong connectivity base, we're the hub in the digital ecosystem, empowering people, companies and societies to stay in touch with everything that matters 24/7/365 - on their terms. Read more at www.teliacompany.com
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