Corporate Governance Report 2010 CORPORATE GOVERNANCE REPORT 2010 Tele2 AB (“the Company”) offers mobile services, fixed broadband and telephony, data network services, cable TV and content services. In 2010, we had net sales of SEK 40,164 (39,436) million and reported an operating profit (EBITDA) of SEK 10,284 (9,394) million. Tele2 AB (publ) is a Swedish joint-stock company with shares listed on the Nasdaq OMX Stockholm Large Cap List and thus applies the Swedish Code of Corporate Governance (“the Code”) as amended on February 1, 2010. This Corporate Governance Report is prepared in accordance with the provisions of the Code. Prior years’ corporate governance reports and other corporate governance documents are available on the corporate website, www.tele2.com. This report contains information regarding the following deviations: Reference from the Code Deviation and Explanation 2.4 A member of the Board shall not chair Cristina Stenbeck, who is the Chairman of the Nomination Committee, is also a member of the Company's the Nomination Committee Board". The other members of the Nomination Committee have explained their decision regarding the election of the Chairman of the Nomination Committee as being in the Company’s and shareholders’ best interest and a natural consequence of Cristina Stenbeck leading the Nomination Committee’s work in recent years, as well as her representation of the Company’s largest shareholder. 9.2 The members of the Remuneration Committee, Mia Brunell Livfors, member of the Remuneration Committee, is not considered independent with respect apart from the Chairman, must be independent to the Company and its management. The Board, however, considers that her experience will benefit the of the Company and the corporate executives. Company and make her a suitable committee member. The code notwithstanding, the Board believes that she will be as free of conflict as if she were independent. OVERVIEW OF CORPORATE GOVERNANCE AT TELE2 Sound corporate governance at Tele2 involves ensuring that the right framework for decision making has been determined, responsibil- ity has been assigned and that there is transparent reporting that supports the understanding and monitoring of the development of the Company. Tele2’s overall framework of corporate governance can be visualised as follows: Tele2’s Governance Structure Proposals External Steering Documents, such Elections for Board External Auditors Shareholders AGM Nomination Committee as Swedish Companies Act, the Annual Accounts Act, the Swedish Code of Corporate Governance, Evaluation Election industry regulations etc. Information Charters Audit Committee & Board of Directors Reports Remuneration Committee Strategies & Plans Reporting Reporting Leadership Team President & CEO Central Functions Internal Stering Documents Reporting Reporting Business Units Processes & People Controls in alignment with rules IT infrastructure Tele2 – Corporate Governance Report 2010 1 SHAREHOLDER INFOrmATION ANNUAL GENERAL MEETING Tele2’s A and B shares were first listed on the O-List of the Stock- The 2010 Annual General Meeting (“AGM”) was held on May 17, holm Stock Exchange in May 1996. Tele2 has been listed on the 2010. At the meeting, 582 shareholders were in attendance, per- Nasdaq OMX Stockholm Large Cap List since October 2006. As at the sonally or by proxy, representing 70.5 percent of the votes. Wilhelm end of 2010, Tele2 had approximately 43,153 shareholders and the Lüning was elected Chairman of the meeting. All Board members market value of the Company was SEK 62.145 billion. In addition to elected by the AGM were present. shareholder meetings, Tele2 provides information to shareholders by publishing financial reports (interim reports, full year reports attendance, % of votes and annual reports) and press releases. The Company also holds regular analyst meetings. 74.60% 74.89% 71.60% 72.90% 70.50% The Tele2 share Total Par outstanding % of total Votes per % of total value shares count share votes A-Share 1.25 20,990,150 5 10 33 B-Share 1.25 422,704,189 94 1 66 C-Share 1.25 3,269,000 1 1 1 Graphs showing ownership structure 2006 2007 2008 2009 2010 NUmber of SHareHolders The following significant resolutions were adopted at the AGM: 43,397 42,156 43,153 • It was resolved to adopt the income statements and balance 36,466 36,081 sheets for the Company and the Group in respect of 2009. • In accordance with the proposal of the Board of Directors, an ordinary dividend of SEK 3.85 per share and SEK 2 per share as extraordinary dividend (in total: SEK 2,580 million) were approved. • The Board of Directors and the CEO were discharged from liability for the 2009 financial year. • The AGM re-elected Mia Brunell Livfors, John Hepburn, Mike 2006 2007 2008 2009 2010 Parton, John Shakeshaft, Cristina Stenbeck and Jere Calmes and elected Lars Berg and Erik Mitteregger as directors of the Board for the period until the close of the next AGM. Furthermore, the AGM elected Mike Parton as Chairman of the Board. SHare capital distribUtion, BY nationalitY • The remuneration to the Board of Directors was set for the period until the close of the next AGM. Furthermore, remuneration to the auditor shall be paid in accordance with approved invoices. • A procedure for the preparation of the election of the Board of ■ Sweden, 63% Directors and auditor, their remuneration and the proposal on the ■ USA, 15% ■ Europe, excl. Sweden, 19% Chairman of the Annual General Meeting of 2011 was adopted. ■ Rest of World, 3% • The guidelines on remuneration for senior executives were approved. • A share based incentive programme for allocation to senior exec- utives and other key employees in the Tele2 Group, in accordance with the Board’s proposals, was adopted. For further shareholder information, including information on share • The Board of Directors was authorised to pass resolutions, during capital, voting rights, trade and market value, see our corporate the forthcoming period until the AGM for 2011, on purchasing website, www.tele2.com. or transferring so many Class A and/or Class B shares that the Company’s holding does not at any time exceed 10 percent of the total number of shares in the Company. Furthermore, the Board of Directors was authorised to pass a resolution on one or more occasions during the forthcoming period until the next Annual General Meeting on transferring the Company’s own Class A and/ or Class B shares on the Nasdaq OMX Stockholm, or in connection with an acquisition of companies or businesses. The minutes from the AGM are also available on our corporate web- site, www.tele2.com. Tele2 – Corporate Governance Report 2010 2 THE NOMINATION COmmITTEE The Nomination Committee for the AGM 2011 has been assigned the The principles for appointing members of the Company’s Nomina- following tasks by shareholders at the AGM 2010: tion Committee were determined at the AGM 2010. In accordance • Proposing the Board of Directors and its Chairman to the AGM, with these principles, Cristina Stenbeck convened a Nomination • Proposing the remuneration to members of the Board and its com- Committee during the autumn 2010 in preparation for the AGM mittees and auditor remuneration for approval by the AGM in 2011, consisting of the major shareholders in Tele2 AB. The i n 2011, Nomination Committee consists of Cristina Stenbeck, as repre- • Nominating a Chairman to lead the AGM, and sentative for Investment AB Kinnevik; Åsa Nisell as representative • Proposing a procedure for appointing members of the Nomination for Swedbank Robur Fonder; Ramsay Brufer as representative for Committee in advance of the 2012 AGM. Alecta, and Peder Hasslev as representative for AMF Pension. The four shareholder representatives in the Nomination Committee The Nomination Committee for the AGM 2011 has held three jointly represented more than 50 percent of the voting rights in the meetings as of March 21, 2011, with additional contact between Company. meetings. No compensation has been paid by Tele2 to any member of the Nomination Committee for their work. Nomination Committee for the 2011 AGM Share of votes as on THE BOArd Name Representing December 31, 2010 According to Tele2’s Articles of Association, the Board shall consist Cristina Stenbeck Investment AB Kinnevik 47.50% of at least five and a maximum of nine members, to be elected by Åsa Nisell Swedbank Robur Fonder 2.27% the AGM. At the AGM 2010, Tele2’s shareholders re-elected Mia Ramsay Brufer Alecta Pensionsförsakring 1.44% Brunell Livfors, John Hepburn, Mike Parton, John Shakeshaft, Peder Hasslev AMF Pension 1.27% Cristina Stenbeck and Jere Calmes and elected Lars Berg and Erik Mitteregger as Directors of the Board for the period until the close of the next AGM. Furthermore, Mike Parton was elected as Chairman The Board member Cristina Stenbeck has been appointed as of the Board. The Articles of Association of Tele2 are available on Chairman of the Nomination Committee. The other members of the the corporate website, www.tele2.com. Nomination Committee have explained their decision regarding the The Company’s President & CEO, CFO and Company Secretary election of the Chairman of the Nomination Committee as being in attend the Board meetings except for when their work is evalu- the Company’s and shareholders’ best interest and a natural con- ated. Other employees participate in the Board meetings to discuss sequence of Cristina Stenbeck leading the Nomination Committee’s specific matters, or as required by the Board. work in recent years, as well as her representation of the Company’s largest shareholder. The composition of the Board The Board’s assessment, regarding each member’s position of The work of the Nomination Committee dependence in relation to the Company, its shareholders and the In advance of the AGM 2010, the Nomination Committee has evalu- management is presented in the table “Composition of the Board ated the Board’s work.