TELIA COMPANY AB The shareholders of
The shareholders may also exercise their voting rights at the Annual General Meeting by postal voting in accordance with the provisions of
Participation
Shareholders who wish to participate in the Annual General Meeting must:
- be recorded as a shareholder in the presentation of the share register prepared by the
Swedish Central Securities Depository Euroclear Sweden AB concerning the circumstances onTuesday, April 2, 2024 , and -
give notice of participation no later than
Thursday, April 4, 2024 .
Participation at the meetingvenue
Shareholders who wish to attend the meeting venue in person or by proxy must give notice of participation no later than
Participation by postalvoting
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
Please note that shareholders who wish to attend the meeting venue in person or by proxy must give notice of participation in accordance 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.
Shareholding in the name of a nominee
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
Proposed agenda
- Opening of the Annual General Meeting
- Election of Chair of the Annual General Meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of two persons to check the minutes
- Determination of whether the Annual General Meeting has been duly convened
-
Presentation of the annual and sustainability report and the auditor's report, the consolidated financial statements and the auditor's report on the consolidated financial statements for 2023. In connection herewith, a report by the Chair of the Board of Directors
Lars-Johan Jarnheimer on the work of the Board of Directors during 2023 and a presentation by President and Chief Executive OfficerPatrik Hofbauer - Resolution to adopt the income statement, the balance sheet, the consolidated income statement and the consolidated balance sheet for 2023
- Resolutions on
(a) appropriation of the Company's result as stated in the adopted balance sheet; and
(b) determination of record dates for dividend
- Resolution on discharge from liability of the Board members and the Chief Executive Officer
- Presentation and resolution on approval of the remuneration report
- Determination of the number of Board members
- Determination of the remuneration to the Board members
-
Election of Board members
14.1Johannes Ametsreiter
14.2Ingrid Bonde
14.3Luisa Delgado
14.4Sarah Eccleston
14.5Tomas Eliasson
14.6Rickard Gustafson
14.7Lars-Johan Jarnheimer
14.8 Jeanette Jäger -
Election of Chair and Vice-Chair of the Board of Directors
15.1Lars-Johan Jarnheimer , Chair
15.2Ingrid Bonde , Vice-Chair - Determination of the number of auditors
- Determination of the remuneration to the auditor
- Election of auditor
- Resolution on authorization for the Board of Directors to resolve on repurchase and transfer of own shares
- Resolutions on
(a) implementation of a long-term share incentive program 2024/2027; and
(b) transfer of own shares
- Closing of the Annual General Meeting
Resolutions proposed by the NominationCommittee
The Nomination Committee for the Annual
The Nomination Committee presents the following proposals:
- Item 2 - The Nomination Committee proposes that
Andreas Steen , member of theSwedish Bar Association , is elected to be the Chair of the Annual General Meeting. - Item 12 - The Nomination Committee proposes that the Board of Directors, for the period until the end of the next Annual General Meeting, shall consist of eight members elected by the General Meeting.
- Item 13 - The Nomination Committee proposes, for the period until the end of the next Annual General Meeting, a remuneration of
SEK 2,040,000 to the Chair of the Board of Directors (2023: 2,000,000),SEK 955,000 to the Vice-Chair of the Board of Directors (2023: 940,000),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) andSEK 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
- Item 15 - The Nomination Committee proposes that, for the period until the end of the next Annual General Meeting,
Lars-Johan Jarnheimer shall be re-elected as Chair andIngrid Bonde as Vice-Chair of the Board of Directors. - Item 16 - The Nomination Committee proposes that the Company shall have a registered accounting firm as auditor.
- Item 17 - The Nomination Committee proposes that the auditor shall be paid in accordance with approved invoices.
- Item 18 - The Nomination Committee proposes, in accordance with the Audit Committee's recommendation, that the registered accounting firm
KPMG shall be elected as auditor for the period until the end of the next Annual General Meeting.
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
Resolution on dividend
Proposal by the Board of Directors
The Board of Directors proposes that a dividend of
It is proposed that the dividend is distributed to the shareholders in four instalments of
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
Shareholder proposal from
Other resolutions proposed by the Board ofDirectors
Item 3 - Preparation and approval of the voting list
The voting list proposed to be approved is the voting list prepared by
Item 19 - Authorization for the Board of Directors to resolve on repurchase and transfer of own shares
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.
- Repurchase of shares may be made on Nasdaq Stockholm and/or Nasdaq Helsinki.
- The authorization may be exercised on one or more occasions before the Annual General Meeting 2025.
- A maximum number of shares may be repurchased so that the Company's holding at any time does not exceed 10 percent of all the shares in the Company.
- Repurchase 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.
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.
- Transfer may be made (i) on Nasdaq Stockholm and/or Nasdaq Helsinki or (ii) outside Nasdaq Stockholm and/or Nasdaq Helsinki in connection with an acquisition of companies or businesses.
- The authorization may be exercised on one or more occasions before the Annual General Meeting 2025.
- Transfer of own shares may be made of up to such number of shares as is held by the Company at the time of the Board of Directors' decision regarding the transfer.
- Transfers 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. In case of transfers outside Nasdaq Stockholm and/or Nasdaq Helsinki, the consideration for the shares may be made by cash payment, for payment in kind or by way of set-off and the price shall be established so that the transfer is made on market terms.
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 or businesses which the Company may undertake, or to settle any deferred payments 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.
Item 20 - (a) Implementation of a long-term share incentive program 2024/2027 and (b) transfer of own shares
Background
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
The Performance Share Program 2024/2027 relates to the financial years 2024-2026 and entails that
Outline of the Performance Share Program 2024/2027
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
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
The Board of Directors' complete proposal is set out in item 20(a) below.
The value of and the estimated costs for the Performance Share Program 2024/2027
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
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
If all performance conditions are achieved to 100 percent, the total value of the Performance Share Program 2024/2027 would amount to
Dilution and effects on key ratios
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.
Preparation of the proposal
The proposal regarding the Performance Share Program 2024/2027 to the Annual General Meeting 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.
Hedging
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.
Description of incentive programs in
The Company's other incentive programs will be described in the Company's annual and sustainability report 2023, note C32.
The Board of Directors' proposals for resolutions
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.
20(a) Implementation of a long-term share incentive program 2024/2027
Main terms andconditions
- The Performance Share Program 2024/2027 shall be offered to approximately 250 key employees within the Group, who in 2024 will receive conditional rights to be allotted a number of Performance Shares (i.e. a right to receive such shares at a future date if the relevant conditions are met).
-
Each participant will receive a conditional right to be allotted a number of Performance Shares with an aggregate market value not exceeding 30 percent of the participant's 2023 Base Salary. The market value shall be calculated based on the average of the daily noted volume-weighted price of
Telia Company's share on Nasdaq Stockholm duringDecember 2023 . - Provided that the terms and conditions of the Performance Share Program 2024/2027 are met, and to the extent the performance conditions described below are fulfilled during the Performance Period, participants in the Performance Share Program 2024/2027 will free of charge receive Performance Shares subject to their vesting.
- The performance conditions applying under the Performance Share Program 2024/2027 will to 25 percent be based on the Company's Cashflow[1] target during the Performance Period (the "Cashflow Part"), to 40 percent on the Company's TSR during the Performance Period (the "TSR Part") in relation to TSR in a peer group of approximately ten comparable Nordic and western European telecom companies defined by the Board of Directors[2], to 20 percent on the Company's ROCE target during the Performance Period (the "ROCE Part") and to 15 percent on the Company's ESG target during the Performance Period (the "ESG Part")[3].
- The performance conditions include a minimum level that must be achieved in order for any Performance Shares to be allotted, as well as a maximum level in excess of which no additional Performance Shares will be allotted.
-
The Cashflow Part represents 25 percent of the total allotment:
- If 100 percent (or above) of the Cashflow target is met, 100 percent of the Performance Shares under the Cashflow Part will be subject to allotment.
- If less than 90 percent of the Cashflow target is met, no Performance Shares under the Cashflow Part will be subject to allotment.
- If 90 percent of the Cashflow target is met, 25 percent of the Performance Shares under the Cashflow Part will be subject to allotment.
- If between 90 and 100 percent of the Cashflow target is met, a proportionate number of Performance Shares under the Cashflow Part will be subject to allotment.
-
The TSR Part represents 40 percent of the total allotment:
- If the Company's TSR is ranked first or second compared to the defined peer group of companies, 100 percent of the Performance Shares under the TSR Part will be subject to allotment.
- If the Company's TSR is ranked third or fourth compared to the defined peer group of companies, 75 percent of the Performance Shares under the TSR Part will be subject to allotment.
- If the Company's TSR is ranked fifth or sixth compared to the defined peer group of companies, 50 percent of the Performance Shares under the TSR Part will be subject to allotment.
- If the Company's TSR is ranked seventh compared to the defined peer group of companies, 25 percent of the Performance Shares under the TSR Part will be subject to allotment.
- If the Company's TSR is ranked eight or lower compared to the defined peer group of companies, no Performance Shares under the TSR Part will be subject to allotment.
-
The ROCE Part represents 20 percent of the total allotment:
- If 100 percent (or above) of the ROCE target is met, 100 percent of Performance Shares under the ROCE Part will be subject to allotment.
- If less than 90 percent of the ROCE target is met, no Performance Shares under the ROCE Part will be subject to allotment.
- if 90 percent of the ROCE target is met, 25 percent of the Performance Shares under the ROCE Part will be subject to allotment.
- if between 90 and 100 percent of the ROCE target is met, a proportionate number of the Performance Shares under the ROCE Part will be subject to allotment.
-
The ESG Part represents 15 percent of the total allotment:
- If 100 percent (or above) of the ESG target is met, 100 percent of the Performance Shares under the ESG part will be subject to allotment.
- If the minimum level is not reached, no Performance Shares under the ESG part will be subject to allotment.
- If the minimum level is reached, 25 percent of the Performance Shares under the ESG part will be subject to allotment.
- If between the minimum level and 100 percent of the ESG target is met, a proportionate number of the Performance Shares under the ESG part will be subject to allotment.
- The allotment 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 2027.
- The participants will receive their Performance Shares following the publication of the Company's interim report for the first quarter 2027. Rounding off shall be made to the closest whole number of Performance Shares.
- The maximum number of Performance Shares a participant may receive under the Performance Share Program 2024/2027 shall have an aggregate market value not exceeding 60 percent of the participant's 2026 Base Salary. The market value shall be calculated based on the average of the daily noted volume-weighted price of the Company's share on Nasdaq Stockholm during 20 trading days prior to the day of publication of the interim report for the first quarter 2027. Rounding off shall be made to the closest whole number of Performance Shares.
-
The Performance Share Program 2024/2027 shall in total comprise of no more than 4,827,332
Telia Company shares, which corresponds to approximately 0.12 percent of the total number of outstanding shares in the Company. - Recalculation of the number of Performance Shares that may be received under the Performance Share Program 2024/2027 shall take place in the event of an intervening bonus issue, split, rights issue and/or other similar events.
- 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 to be received or, wholly or partially, terminate the Performance Share Program 2024/2027 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.
- 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.
Hedging
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.
Performance outcome
The performance outcome will be determined by the Board of Directors in 2027 after the expiry of the Performance Period on
20(b) Transfer of own shares
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.
- No more than 4,827,332
Telia Company shares may be transferred to participants in the Performance Share Program 2024/2027 as Performance Shares. - The entitlement to receive Performance Shares free of charge shall only vest in persons within the Group who are participants in the Performance Share Program 2024/2027. In addition, subsidiaries shall be entitled to acquire shares free of charge for the purpose of immediately transfer such shares to participants in the Performance Share Program 2024/2027 in accordance with the terms and conditions of the Performance Share Program 2024/2027.
- Transfer of Performance Shares free of charge shall be made to the extent and when the participants are entitled to receive Performance Shares in accordance with the terms and conditions of the Performance Share Program 2024/2027, which will be following the publication of the Company's interim report for the first quarter 2027.
- The number of shares that may be transferred shall be subject to recalculation in the event of an intervening bonus issue, split, rights issue and/or other similar events.
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.
Otherinformation
Number of shares and votes
The total number of shares and votes in the Company amounts to 3,932,109,286 at the date this notice is issued.
Shareholders' right to request information
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.
Special conditions and majority requirements
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).
Valid resolutions 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.
Valid resolution to implement a long-term share incentive program under item 20(a) requires support by a simple majority of the votes cast. Valid resolution to transfer own shares under item 20(b) requires support by shareholders holding at least nine-tenths of both the votes cast and shares represented at the Annual General Meeting.
Documentation
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
The annual and sustainability report and the auditor's report, the consolidated financial statements and the auditor's report on the consolidated financial statements as well as other documents to the Annual General Meeting will be available on
Authorization
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
Presentation by
The presentation by President and Chief Executive Officer
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 at the Annual General Meeting.
Processing of personal data
For information on how your personal data is processed, please refer to: www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Group Data Protection Officer Stjärntorget 1
SE-169 94 Solna Sweden
Telephone number: +46 (0)8 504 550 00
The Board of Directors
For more information, contact [name] on +46 (0)771 77 58 30, visit our newsroom and follow us on LinkedIn and X. To download our logo, high-resolution images of Telia leaders, offices and solutions or B-roll footage for editorial use, visit our media bank.
[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
[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.
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