Articles of association
Telia Company (corporate registration number 556103-4249) is a Swedish public company and is governed by the Swedish Companies Act and the company's Articles of Association.
Adopted at the Annual Meeting on 12 April 2016
§ 1 Name
The Company’s name is Telia Company AB.
The Company is a public limited company (plc).
§ 2 Domicile
The Board of Directors shall have its registered office in Stockholm.
§ 3 Objects
The Company’s objects are to offer, directly or indirectly, in a broad sense, telecommunications services and thereto associated information services, as well as to conduct other activities which are compatible with such services.
§ 4 Share capital
The share capital shall amount to no less than SEK 8 billion and no more than SEK 32 billion.
§ 5 Number of shares
The number of shares of the company shall be not less than 2,5 billion and not more than 10 billion.
§ 6 Board of Directors
The Board of Directors shall 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.
§ 7 Auditors
The annual general meeting shall appoint no less than two and no more than three auditors and no more than the same number of deputy auditors. The annual general meeting can also appoint only one auditor, if the auditor in question is a registered auditor company.
The Board of Directors has the right to appoint one or more specific auditors or a registered auditor company to audit reports or plans made by the Board of Directors pursuant to Companies Act in connection with such share issue, issue of subscription rights or convertible which contain provisions on contribution in kind or that a subscription shall be made by setoff or subject to other conditions, transfer of own shares against other payment than money, reduction of share capital or statutory reserve, merger or de-merger of the company.
§ 8 Notice of a general meeting
Notice of a general meeting shall be announced in the Swedish Official Gazette (Post- och Inrikes Tidningar) and on the company’s website. It shall be announced in Dagens Nyheter and Svenska Dagbladet that a notice to a general meeting has been made.
§ 9 General meetings
In order to be entitled to participate in a general meeting, shareholders must notify the Company of their intention to attend the meeting no later than on the day stated in the notice of the meeting. This day must not be a Sunday, other public holiday, a Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and must not fall earlier than the fifth working day before the meeting.
Shareholders may be accompanied at the meeting by one or two persons to assist them, but only if the shareholder notifies the Company of the number of accompanying persons in the manner stated in the previous paragraph.
The annual meeting shall transact the following matters:
Elect a chairman for the general meeting.
Prepare and approve the voting list.
Approve the agenda.
Elect two persons to check the minutes.
Confirm that the general meeting has been duly summoned.
Consider the annual accounts and the auditors’ report as well as the consolidated annual accounts and auditors’ report for the group.
whether to approve the profit and loss account and balance sheet as well as the consolidated profit and loss account and consolidated balance sheet,
how the Company’s profit or loss according to the approved balance sheet is to be appropriated,
whether the members of the Board of Directors and the Managing Director should be discharged from liability towards the company for the period covered by the accounts.
Determine the number of Board members and deputy members, who are to be elected by the meeting.
Determine the amounts of fees of the Board of Directors.
Elect the Board of Directors and any deputy members.
When required, determine the number of auditors and deputy auditors.
When required, determine the remuneration to the auditors.
When required, elect the auditors and deputy auditors.
Consider any other business which is incumbent upon the general meeting under the Swedish Companies Act.
Persons who do not have the right pursuant to Chapter 7 Section 2 of the Companies Act to participate in an general meeting shall, subject to conditions stipulated by the Board of Directors, have the right to attend or in another way, e.g. through electronic connection, follow the meeting.
§ 10 Voting by mail
The Board of Directors has the right before a general meeting to decide that shareholders shall be able to vote by mail before the general meeting.
§ 11 Power of Attorneys
The Board of Directors has the right to collect power of attorneys pursuant to the procedure in Chapter 7 Section 4 Paragraph 2 Companies Act (2005:551).
§ 12 Financial year
The Company’s financial year is the calendar year.
§ 13 Record day provision
The shares of the company shall be registered in a record day register pursuant to the Financial Instrument Accounts Act (1998:1479).