TeliaSonera's Annual General Meeting
TeliaSonera's Annual General Meeting
Please find attached an English translation of the announcement
regarding the Annual General Meeting of TeliaSonera AB (publ),
Wednesday, April 28, 2004 at 5.00 p.m. Swedish time at Globe Arenas,
Stockholm. The shareholders may also participate in the Annual General
Meeting through telecommunication at 6.00 p.m. Finnish time at Helsinki
Fair Centre, Helsinki.
TeliaSonera intends to publish the notification of the Annual General
Meeting in Post- och Inrikes Tidningar, Dagens Nyheter, Svenska
Dagbladet in Sweden and Kauppalehti, Helsingin Sanomat and
Hufvudstadsbladet in Finland on Tuesday, March 30, 2004. The call center
will be open from 9.00 a.m. Swedish time for notification of
Stockholm March 29, 2004
TeliaSonera AB (publ)
For further information journalists can contact:
TeliaSonera´s Press Office, phone +46 8 713 58 30
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.
The shareholders of TeliaSonera AB (publ) are hereby summoned to the
ordinary Annual General Meeting on Wednesday, April 28, 2004
The Annual General Meeting will be held at 5.00 p.m. Swedish time at the
Globe Arena, Stockholm. The shareholders may also participate in the
Annual General Meeting via a telecommunication connection at 6.00 p.m.
Finnish time at Helsinki Fair Centre, Helsinki.
The premises will open at 3.30 p.m. local time in Stockholm and 4.30
p.m. local time in Helsinki.
Refreshments will be served before the meeting starts.
Right to participate
Shareholders wishing to participate in the Annual General Meeting must
· be listed as shareholders in the printout of the register of
shareholders issued by VPC AB on Friday, April 16, 2004, and
· have notified TeliaSonera AB of their intent to participate in the
Annual General Meeting not later than 4.00 p.m. Swedish time on
Thursday, April 22, 2004.
Notice of participation can be made in writing to TeliaSonera AB, Box
10, SE-182 11 Danderyd, Sweden, by telephone +46-8-611 6015 (Sweden) or
+358-800-30 4040 (Finland), by fax +46-8-611 6017 (Sweden) or +358-800-
30 4041 (Finland), or, for private individuals, via the Internet at
www.teliasonera.com/ir. Notice may be provided by phone on weekdays
between 9.00 a.m. and 5.00 p.m. Swedish time (however, not later than
4.00 p.m. on Thursday, April 22) The notice must include name/company,
social security/corporate registration number, address, telephone number
(office hours) and number of accompanying persons. At the notification
of participation, each shareholder should state in which location
participation would take place. To facilitate admission to the Annual
General Meeting, powers of attorney, registration certificates and other
authorizing documents should be sent to the Company at the above address
at the latest by Friday, April 23, 2004. Please note that any powers of
attorney must be submitted in the original, and thus cannot be sent via
the Internet or fax.
In order to be able to participate in the Annual General Meeting,
shareholders who have allowed their shares to be registered in trust
must temporarily re-register their shares in the register of
shareholders under their own names by Friday, April 16, 2004. These
shareholders must notify their trustees of this well in advance of
Friday, April 16, 2004 when the re-registrations shall have been
completed. This procedure may also be applicable for shareholders who
are using a bank's share deposit and/or are trading via the Internet.
Shareholders must contact their trustee well in advance for more
As Finnish shareholders within the Finnish book-entry system (APK) are
nominee registered, APK will automatically re-register these
shareholders with record date Friday April 16, 2004. Please note that
these Finnish shareholders still have to notify the Company of their
intention to participate as described above.
As a service to those who are unable to attend, the CEO's speech and the
presentation materials furnished at the Annual General Meeting will be
posted on our homepage at www.teliasonera.com/ir, as of the day after
Opening of the Annual General Meeting
1. Election of meeting chairperson
2. Election of two people to check the meeting minutes along with the
3. Preparation and approval of voting register
4. Adoption of agenda
5. Confirmation that the meeting has been duly and properly convened
6. Presentation of the Annual Report and Auditor's Report, Consolidated
Financial Statements and Group Auditor's Report for 2003. Speech by
President Anders Igel in connection herewith
7. Resolution to adopt the Income Statement, Balance Sheet, Consolidated
Income Statement and Consolidated Balance Sheet
8. Resolution concerning appropriation of the Company's profits as per
the adopted Balance Sheet, and setting of record date for the stock
9. Resolution concerning discharging of members of the Board of
Directors and the President from personal liability for the
administration of the Company in 2003
10. Resolution concerning number of board members and deputy board
members to be elected by the Annual General Meeting
11. Resolution concerning compensation for the Board of Directors
12. Election of Board of Directors. The election will be preceded by
information from the chairperson concerning positions held in other
companies by the candidates
13. Change in Articles of Association
14. Resolution concerning number of auditors and deputy auditors
15. Resolution concerning compensation to the auditors
16. Election of auditors
17. The shareholder Sveriges Aktiesparares Riksförbund's proposal to
elect a nominating committee composed of three to five, from the company
18. The shareholder Osmo Soronen's proposal to instruct the Board of
Directors to, within 60 days from the Annual General Meeting, decide
upon a delivery guarantee in relation to new private consumers.
19. The shareholder Einar Hellbom's proposal that Näringslivets
fond/Timbro should account for all campaigns and expenses during the
last years and that the fund/s should be repaid to the companies.
20. Closing of the meeting
Item 8 - Dividend
The Board of Directors proposes that a dividend of SEK 1 per share be
distributed to the shareholders, and that May 3, 2004 be set as the
record date for the dividend. If the Annual General Meeting adopts this
proposal, it is estimated that disbursement from VPC AB will take place
on May 6, 2004.
Item 13 - Change in Articles of Association
The Board of Directors proposes that it should be possible to elect only
one auditor if an auditor company is elected.
Proposal for new wording of Articles of Association § 7:
" 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."
Item 14, 15 and 16 - Auditors
The Board of Directors proposes that the Annual General Meeting decides
the following; all under precondition that the Annual General Meeting
decides in accordance with the Board of Director's proposal in item 13:
The current auditors' assignment shall end at the conclusion of the
Annual General Meeting of 2004. Thereafter, the number of auditors shall
be one (an auditing firm), provided however, that until the time that
the Annual General Meeting's decision to change the Articles of
Association has been registered, the number of auditors shall be two. No
deputy auditors shall be designated. Compensation to the auditors shall
be paid on the basis of invoice. The Annual General Meeting is proposed
to elect Öhrlings PricewaterhouseCoopers AB as auditor; and until the
time that the Annual General Meeting's decision to change the Articles
of Association has been registered, that authorized public accountant
Peter Bladh is also elected as auditor. Shareholders representing
roughly 64.4% of the stock and votes in the company have stated their
support for the proposal to elect the new auditors.
Item 17 - Nominating Committee
The shareholder Sveriges Aktiesparares Riksförbund's proposal to elect a
nominating committee composed of three to five, from the company
independent, members. The members should be elected by the Annual
General Meeting and represent the shareholders of the company, whereof
one member should represent the smaller shareholders.
Item 18 - Delivery guarantee
The shareholder Osmo Soronen's proposal is, in essence, that the Annual
General Meeting instructs the Board of Directors to, within 60 days from
the Annual General Meeting, decide upon a delivery guarantee which
requires the company to, in relation to private consumers who do not
receive services within the time specified in a service contract,
compensate such customers by either (i) providing the services without
charge for 12 months, or (ii) provide the monetary equivalent of 3
months-worth of the service (in the event the customer cancels the order
of service due to the non-delivery).
Item 19 - Näringslivets fond (The Swedish Free Enterprise Foundation)
The shareholder Einar Hellbom's proposal that (i) Näringslivets
fond/Timbro should account for all campaigns and expenses during the
last years and specify if there is any support for better work result
from directors with 100 million salary than those with 10 million salary
(ii) request that the fund/s should be repaid to the companies to give
the shareholders in each company possibility to decide upon sharing the
money with the shareholders, invest in the company or to contribute to
PR that would be of use for the companies.
Annual Report etc.
The Annual Report and the Auditor's Report for fiscal year 2003 and also
documents received from the shareholders that have raised items on the
agenda will be available at the Company as of April 14, 2004. All the
documents will be kept available at TeliaSonera AB, Investor Relations,
Sturegatan 1, Stockholm, Sweden, and are available by request to anyone
who wishes to obtain them by writing to: TeliaSonera AB, Box 10, SE-182
11 Danderyd, Sweden or by telephone +46-8-611 6015 (Sweden) or +358-800-
30 4040 (Finland).
Stockholm, March 2004
The Board of Directors
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