Published: 2018-03-06 11:23:43 CET
Telia Company AB
Inside information
Welcome to Telia Company’s Annual General Meeting 2018
The annual general meeting of Telia Company AB (publ) will be held on
Tuesday,
April 10, 2018, at 2 p.m. CET at Skandiascenen, Cirkus,
Djurgårdsslätten 43-45
in Stockholm. Registration for the meeting starts at 1
p.m. CET. Coffee will be
served before the meeting starts.
Right to attend and
notice of attendance

Those wishing to attend the meeting must

  · be entered
as shareholder in the share register kept by the Swedish central
securities
depository Euroclear Sweden on Wednesday, April 4, 2018, and
  · give notice of
attendance to the Company no later than on Wednesday, April
4, 2018.

Notice of
attendance can be given

  · in writing to Telia Company AB, “AGM 2018”, c/o
Euroclear Sweden AB, P.O.
Box 191, SE-101 23 Stockholm, Sweden,
  · by
telephone +46 (0)8 402 90 50 on weekdays between 9 a.m. and 4 p.m. CET,
or
  ·
on Telia Company’s website
www.teliacompany.com (http://www.teliasonera.com/)
(only private individuals).

When giving notice of attendance, please state
name/company name, social
security number/corporate registration number,
address, telephone number (office
hours) and, the number of advisors, if
any.

Shareholding in the name of a nominee and proxies

To be entitled to
attend the meeting, shareholders whose shares are registered
in the name of a
nominee must register the shares in their own name with the
help of the
nominee, so that the shareholder is entered in the share register
kept by
Euroclear Sweden on Wednesday, April 4, 2018. This registration may be
made
temporarily. Shareholders are recommended to inform the nominee to that
effect
well before that day.

Since the Finnish shareholders that are registered
within the Finnish book-entry
system at Euroclear Finland are nominee
registered at Euroclear Sweden, those
Finnish shareholders wishing to attend
the meeting must contact Euroclear
Finland by e-mail at thy@euroclear.eu or by
phone at +358 (0)20 770 6609, for
registration of their shares in their own
name well in advance of Wednesday,
April 4, 2018.

Shareholders represented by
a proxy or representative must issue a written power
of attorney for the
representative. A template proxy form is available on the
Company’s website
www.teliacompany.com. A proxy form issued by a legal entity
must be accompanied
by a copy of the certificate of registration (or, if no
certificate exists, a
corresponding document of authority) for the legal entity.
To facilitate
registration at the meeting, proxy forms, certificates of
registration and
other documents of authority should be submitted to the Company
at the address
above no later than on Wednesday, April 4, 2018.

Proposed agenda

Opening of
the meeting

 1. Election of chair of the meeting
 2. Preparation and approval
of voting list
 3. Adoption of the agenda
 4. Election of two persons to check
the minutes of the meeting together with
the chair
 5. Determination of whether
the meeting has been duly convened
 6. Presentation of the annual report and
the auditor’s report, the consolidated
financial statements and the auditor’s
report on the consolidated financial
statements for 2017. In connection
herewith, a report by the chair of the Board
of Directors Marie Ehrling of the
work of the Board of Directors during 2017 and
a presentation by president and
CEO Johan Dennelind
 7. Resolution to adopt the income statement, the balance
sheet, the
consolidated income statement and the consolidated balance sheet for
2017
 8. Resolution on appropriation of the Company’s result as shown on the
adopted
balance sheet and setting of record date for the dividend
 9.
Resolution on discharge of the directors and the CEO from personal
liability
towards the Company for the administration of the Company in 2017
10.
Resolution on number of directors and alternate directors to be elected at
the
meeting
11. Resolution on remuneration payable to the directors
12. Election of
directors
12.1  Susanna Campbell
12.2  Marie Ehrling
12.3  Olli-Pekka
Kallasvuo
12.4  Nina Linander
12.5  Jimmy Maymann
12.6  Anna Settman
12.7  Olaf
Swantee
12.8  Martin Tivéus
13. Election of chair and vice-chair of the Board
of Directors
13.1  Marie Ehrling, chair
13.2  Olli-Pekka Kallasvuo,
vice-chair
14. Resolution on number of auditors and deputy auditors
15.
Resolution on remuneration payable to the auditor
16. Election of auditor and
any deputy auditors
17. Election of Nomination Committee and resolution on
instruction for the
Nomination Committee
18. Resolution on principles for
remuneration to group executive management
19. Resolution authorizing the Board
of Directors to decide on repurchase and
transfer of the Company’s own
shares
20. Resolutions on
(a)   implementation of a long-term incentive program
2018/2021 and
(b)   transfer of own shares
21. Resolution on shareholder
proposal from Carl Axel Bruno that all letters
received by the Company shall be
answered within two months from the date of
receipt

Closing of the
meeting

Resolutions proposed by the Nomination Committee

The Nomination
Committee has consisted of the following persons*: Daniel
Kristiansson, chair
(Swedish State), Petter Söderström (Solidium Oy), Erik
Durhan (Nordea Funds),
Jan Andersson (Swedbank Robur Funds) and Marie Ehrling
(chair of the Board of
Directors). All members of the Nomination Committee were
appointed at the
annual general meeting 2017.

* In February 2018, Solidium sold its
shareholding in Telia Company, and Petter
Söderström, who was appointed by
Solidium to the Company's Nomination Committee,
has therefore left the
Nomination Committee.

The Nomination Committee presents the following
proposals:

  · Item 1 – Chair of the meeting: Advokat Eva Hägg.

  · Item 10 –
Number of directors: Until the end of the annual general meeting
2019, eight
(8) directors.

  · Item 11 – Remuneration payable to the directors:
Remuneration payable to the
directors until the next annual general meeting
will be SEK 1,740,000 to the
chair (2017: SEK 1,650,000), SEK 820,000 to the
vice-chair (2017: SEK 795,000)
and SEK 580,000 to each other director elected
at the annual general meeting
(2017: SEK 560,000). The chair of the Board of
Directors’ Audit and Responsible
Business Committee will receive remuneration
of SEK 250,000 (unchanged since
2017) and other members of the Audit and
Responsible Business Committee will
receive SEK 150,000 each (unchanged since
2017), the chair of the Board of
Directors’ Remuneration Committee will receive
SEK 70,000 (unchanged since 2017)
and other members of the Remuneration
Committee will receive SEK 50,000 each
(unchanged since 2017).

  · Item 12 –
Election of directors: Re-election of Susanna Campbell, Marie
Ehrling,
Olli-Pekka Kallasvuo, Nina Linander, Anna Settman and Olaf Swantee.
Election of
Jimmy Maymann and Martin Tivéus as new members.

Jimmy Maymann (born 1971) is a
Danish entrepreneur specializing in digital
advertising, digital technology and
new media strategy and Chair of the Museum
for the United Nations - UN Live
Online. Mr. Maymann has served as Executive
Vice President and President at AOL
Content & Consumer Brands and as Chief
Executive Officer of the Huffington
Post. Jimmy Maymann has an EMBA and a Master
of Science.
Martin Tivéus (born
1970) is Chief Commercial Officer Nordics at Klarna.
Previously he has held
managerial positions such as CEO at Avanza and Glocalnet.
Mr. Tiveus is
currently Board member at Danske Bank. Martin Tivéus has a
Bachelor of Science
degree.
Information regarding the candidates nominated by the Nomination
Committee for
election to directors as well as the Nomination Committee’s
motivated opinion
are available on the Company’s website,
www.teliacompany.com.

  · Item 13 – Election of chair and vice-chair of the
Board of Directors: Re
-election of Marie Ehrling as chair and Olli-Pekka
Kallasvuo as vice-chair.

  · Item 14 – Number of auditors and deputy auditors:
Until the end of the
annual general meeting 2019, the Company shall have one
(1) audit company as
auditor.

  · Item 15 – Remuneration payable to the
auditor: Remuneration to the auditor
will be paid as per an approved invoice.


 · Item 16 – Election of auditor: Election of the audit company Deloitte AB
(in
accordance with the recommendation of the Audit and Responsible
Business
Committee).

  · Item 17 – Election of Nomination Committee and
resolution on instruction for
the Nomination Committee: The Nomination
Committee's proposal for members of the
Nomination Committee until the annual
general meeting 2019 is as follows: Daniel
Kristiansson, chair (Swedish State),
Erik Durhan (Nordea Funds), Jan Andersson
(Swedbank Robur Funds), Anders
Oscarsson (AMF and AMF Funds) and Marie Ehrling
(chair of the Board of
Directors).

As regards the instruction for the Nomination Committee, the
Nomination
Committee presents the following main proposals (unchanged from last
year):

The Nomination Committee (the “Committee”) shall consist of five (5) to
seven
(7) members. Four ordinary members shall represent the four shareholders
that
are largest in terms of votes at the turn of the month that occurs
immediately
prior to 30 days before the notice of the annual general meeting is
issued and
which also wish to participate in the nomination process
(“Nominating
Shareholders”). The chair of the Board shall also be an ordinary
member of the
Committee. The Committee may in addition to its ordinary members
appoint at its
sole discretion one (1) or two (2) extraordinary members. The
ordinary members
of the Committee shall be elected at the annual general
meeting for a term of
office that expires at the next year’s annual general
meeting.

The Committee shall nominate the chair of the annual general meeting
and the
chair of the Board and other board members, and present a proposal
for
remuneration, which shall be specified between the chair of the Board,
other
board members and, if applicable, remuneration for serving on
subcommittees.
When applicable, the Committee shall also nominate auditors and
present proposed
remuneration for auditors.

The Committee shall nominate the
members of the following year’s Committee and
shall specify the names of the
Nominating Shareholders they represent. The
Committee shall review the
instruction annually and as necessary propose changes
thereto to the annual
general meeting.

Resolutions proposed by the Board of Directors

Item 8 –
Appropriation of the Company’s result as shown on the adopted balance
sheet and
setting of record date for the dividend

The Board of Directors proposes that a
dividend of SEK 2.30 per share, in total
SEK 10.0 billion, is distributed to
the shareholders in two equal payments of
SEK 1.15 per share.

The record date
for the first payment is proposed to be April 12, 2018 and for
the second
payment October 22, 2018. If the annual general meeting resolves in
accordance
with the proposal, it is estimated that Euroclear Sweden will execute
the first
payment on April 17, 2018 and the second payment on October 25, 2018.

Item 18
– Principles for remuneration to Group Executive Management

The Board of
Directors proposes that the annual general meeting 2018 resolves on
the
following principles for remuneration to Group Executive Management.
Group
Executive Management is defined as the President and the other members of
the
Management Team.

The objective of the principles is to ensure that the
Company can attract and
retain the best people in order to support the purpose
and strategy of the
Company. Remuneration to Group Executive Management should
be built on a total
reward approach and be market relevant, but not leading.
The remuneration
principles should enable international hiring and should
support diversity
within Group Executive Management. The market comparison
should be made against
a set of peer group companies with comparable sizes,
industries and complexity.
The total reward approach should consist of fixed
salary, pension benefits,
conditions for notice and severance pay and other
benefits.

Fixed salary
The fixed salary of a Group Executive Management member
should be based on
competence, responsibility and performance. The Company uses
an international
evaluation system in order to evaluate the scope and
responsibility of the
position. Market benchmark is conducted on a regular
basis. The individual
performance is monitored and used as a basis for annual
reviews of fixed
salaries.

Pension
Pension and retirement benefits should be
based on a defined contribution model,
which means that a premium is paid
amounting to a certain percentage of the
individual’s annual salary. When
deciding the size of the premium the level of
total remuneration should be
considered. The level of contribution should be
benchmarked and may vary due to
the composition of fixed salary and pension. The
retirement age is normally 65
years of age.

Other benefits
The Company provides other benefits in accordance
with market practice. A Group
Executive Management member may be entitled to a
company car, health and care
provisions, etc. Internationally hired Group
Executive Management members and
those who are asked to move to another country
can be offered mobility related
benefits for a limited period of time.

Notice
of termination and severance pay
The termination period for a Group Executive
Management member may be up to six
(6) months (twelve (12) months for the
President) when given by the employee and
up to twelve (12) months when given
by the Company. In case the termination is
given by the Company the individual
may be entitled to a severance payment.
Remuneration during termination period
and severance payment shall not exceed a
maximum of twenty four (24) months in
total remuneration.

Severance pay shall not constitute a basis for calculation
of vacation pay or
pension benefits. Remuneration during termination period and
severance pay will
also be reduced if the individual will be entitled to pay
from a new employment
or if the individual will be conducting own business
during the termination
period or the severance period.

The Board of Directors
may make minor deviations from the principles above.

Item 19 – Authorizations
for the Board of Directors to decide on repurchase and
transfer of the
Company’s own shares

The Board of Directors proposes that the annual general
meeting authorize the
Board of Directors to decide on repurchase of own shares
on the main terms and
conditions set out below:

 1. Repurchases of shares may
be made on Nasdaq Stockholm and/or Nasdaq
Helsinki.
 2. The authorization may
be exercised on one or more occasions before the
annual general meeting 2019.

3. A maximum number of shares may be acquired so that the Company’s holding
at
any time does not exceed 10 percent of all the shares in the Company.
 4.
Repurchases 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.

Furthermore the Board of Directors proposes that the annual general
meeting
authorize the Board of Directors to decide on transfer of own shares,
with or
without deviation from the shareholders’ preferential rights, on the
main terms
and conditions set out below:

 1. The 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.

2. The authorization may be exercised on one or more occasions before
the
annual general meeting 2019.
 3. 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.
 4. 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 the Company’s own
shares, and the
reason for the deviation from the shareholders’ preferential
rights, is to
enable the Company in a time efficient way to use its own shares
to make
payments 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 the Company’s 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 incentive programs.
Please note that any
subsequent transfer of such repurchased shares under
long-term incentive
programs require a separate resolution by the General
Meeting as set out in item
20 (b) for 2018 long-term incentive program.

The
Board of Directors may decide on the other terms and conditions for
the
repurchase and transfer. The Board of Directors may also 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
incentive program 2018/2021 and (b)
transfer of own shares to the
participants

Background

The remuneration framework within the Telia Company
group (the “Group”) may
consist of fixed base pay, short-term variable pay,
functional variable pay,
long term incentives, pensions and other benefits. A
number of key employees
participate in long-term incentive programs approved at
previous annual general
meetings. All in all, these parts constitute an
integrated remuneration package.
In accordance with the decisions of the annual
general meetings 2010-2017
neither short-term nor long-term variable cash
remuneration is paid to members
of Telia Company’s Group Executive Management
team.

The Board of Directors has carried out a review of the 2017/2020
Performance
Share Program to ensure that it continues to meet its stated
objectives – i.e.
to strengthen the ability 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. As a
result of this
review, the Board of Directors considers that a long-term
incentive program
should be implemented for key employees of the Group also
this year.

The long-term incentive program proposed by the Board of Directors
to be
implemented during 2018, relating to the financial years 2018-2020 and
that may
result in so-called performance shares being received during the
spring of 2021
(the “Performance Share Program 2018/2021”), is similar to the
Performance Share
Program 2017/2020 adopted at the annual general meeting 2017
and is further
described below.

Outline of the Performance Share Program
2018/2021

The Performance Share Program 2018/2021 shall be offered to
approximately 200
key employees within the Group. Provided that certain
performance conditions,
consisting of financial targets linked to EBITDA and
TSR (Total Shareholder
Return), are met during the financial years 2018-2020
(the “Performance
Period”), participants in the Performance Share Program
2018/2021 shall be given
the opportunity to receive Telia Company shares
free-of-charge (“Performance
Shares”).

Participants in the Performance Share
Program 2018/2021 will be granted a
conditional award over Performance Shares,
which is a right to receive a
specific number of such shares at a future date
provided the relevant conditions
are met. The maximum number of Performance
Shares which can be subject to an
award at the time of grant remains unchanged
from 2017. Under the Performance
Share Program 2018/2021, the number of
Performance Shares subject to an award at
the time of grant may not have an
aggregate market value which exceeds 30
percent of the participant’s annual
gross base salary (i.e. before taxes) per
year-end 2017 or, if a participant
has become employed thereafter, the
calculated annual gross base salary for
2018 (the “2017 Base Salary”).

Further, the maximum aggregate market value of
Performance Shares which can be
received by a participant following the end of
the Performance Period (i.e. on
the vesting of the award 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 2020
(the “2020 Base Salary”).

The receipt of Performance Shares is normally
subject to continued employment
within the Group up to and including the day of
publication of the interim
report for the first quarter 2021.

Participants
will receive their Performance Shares following the publication of
the
Company’s interim report for the first quarter 2021.

The Performance Share
Program 2018/2021 shall in total comprise of no more than
2,413,597 Telia
Company’s shares, which corresponds to approximately 0.06
percent of the total
number of outstanding shares in the Company.

The Board of Directors’ full
proposal is set out in item (a) below.

The value of and the estimated costs
for the Performance Share Program 2018/2021

The participants’ rights to
receive Performance Shares under the program are not
securities and cannot be
pledged or transferred to others. Neither are any
shareholders’ rights
transferred to participants in the program prior to the day
when they receive
their Performance Shares and become the owners of the 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
for the rights to receive Performance Shares under the Performance
Share
Program 2018/2021 as approximately SEK 45.0 million, under the
following
essential assumptions: (i) a share price of SEK 37.29 calculated as
the average
of the daily noted volume-weighted purchase price of the Company’s
shares on
Nasdaq Stockholm’s official list during December 2017, (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 condition and (v) a
50 percent
achievement of the EBITDA performance condition. The total cost
under these
conditions would be SEK 72.0 million excluding the costs for the
program’s
hedging measures and assuming a 60 percent mark-up for social
security costs and
pensions. The costs are accounted for as staff costs
(share-based benefits) over
the three year Performance Period.

If the EBITDA
performance condition is achieved to 100 percent whilst
assumptions (i) through
(iv) remain unchanged, the total value of the
Performance Share Program
2018/2021 is estimated to be approximately SEK 67.5
million. The total cost
would in this case be SEK 108.0 million.

If EBITDA and TSR performance
conditions are achieved to 100 percent, the total
value of the Performance
Share Program 2018/2021 would amount to SEK 90.0
million assuming conditions
(i) through (iii) remain unchanged. The total costs
would in this case amount
to SEK 144.0 million.

Dilution and effects on key ratios

The Performance
Share Program 2018/2021 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 relating to already
issued shares.

The
costs for the Performance Share Program 2018/2021 are expected to have
a
marginal effect on the Group’s key ratios.

Preparation of the proposal

The
proposal regarding the Performance Share Program 2018/2021 to the
annual
general meeting 2018 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 2018.

Hedging

The Board of Directors has
considered two alternative hedging structures for the
Performance Share Program
2018/2021; either (i) the transfer of shares held by
the Company itself to
participants in the Performance Share Program 2018/2021 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 item 20 (b), 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 Board of Directors’ proposals for resolutions

The Board of
Directors proposes that the annual general meeting 2018 resolves to
(i)
implement the Performance Share Program 2018/2021, based on no more
than
2,413,597 Performance Shares, and on the further main terms and conditions
set
out in item (a) below, and (ii) transfer own shares to participants in
the
program, and to subsidiaries within the Group in order to secure
their
obligations to deliver Performance Shares under the program, in
accordance with
item (b) below.

(a) Main terms and conditions for the
Performance Share Program 2018/2021

 1. The Performance Share Program
2018/2021 shall be offered to approximately
200 key employees within the Group
who will receive a conditional award over a
number of Performance Shares (i.e.
a right to receive such shares at a future
date if the relevant conditions are
met) in 2018.
 2. Each participant will receive an award over a number of
Performance Shares
with an aggregate market value not exceeding 30 percent of
the participant’s
2017 Base Salary. The market value shall be calculated based
on the average of
the daily noted volume-weighted purchase price of Telia
Company’s shares on
Nasdaq Stockholm’s official list during December 2017.
 3.
Provided that the performance conditions described below, consisting
of
financial targets linked to EBITDA and TSR, are met during the
Performance
Period, participants in the Performance Share Program 2018/2021
will receive the
Performance Shares subject to their award free-of-charge.
 4.
The performance conditions applying according to the Performance Share
Program
2018/2021 will be based 50 percent on the Company’s EBITDA[1] target
during the
Performance Period (“EBITDA Part”) and 50 percent on the Company’s
TSR during
the Performance Period (“TSR Part”) in relation to TSR in a peer
group of
approximately 10 comparable Nordic and western European telecom
companies
defined by the Board of Directors (“TSR Comparator Group”).[2]
 5. The
financial targets include a minimum level which must be achieved in
order for
any Performance Shares to be received at all, as well as a maximum
level in
excess of which no additional Performance Shares will be received.
Should lower
financial results than the maximum levels be achieved, a
proportionate lower
number of Performance Shares may be received.
a. EBITDA part represents 50
percent of the total award:
i. If 100 percent (or above) of the EBITDA target
is met, 100 percent of
Performance Shares under the EBITDA part will
vest.
ii. If 97.5 percent (or less) of the target is met, 0 percent of
Performance
Shares under the EBITDA part will vest.
iii. If between 97.5 to 100
percent of the target is met, a proportionate amount
of Performance Shares
under the EBITDA part will vest.
iv. No Performance Shares will vest under the
EBITDA Part if the Company’s
accumulated EBITDA is below the minimum level and
no additional Performance
Shares will vest if the Company’s accumulated EBITDA
is above the maximum level.
b. TSR part represents 50 percent of the total
award:
i. 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 vest.
ii. If the Company’s TSR is ranked Third of Fourth, 75
percent of the
Performance Shares under the TSR part will vest.
iii. If the
Company’s TSR is ranked Fifth or Sixth, 50 percent of the
Performance Shares
under the TSR part will vest.
iv. If the Company’s TSR is ranked Seventh or
lower, no Performance Shares under
the TSR part will vest.
 6. The receipt 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 2021.
 7. Participants will receive their
Performance Shares following the publication
of the Company’s interim report
for the first quarter 2021. Rounding off shall
be made to the closest whole
number of Performance Shares.
 8. The maximum number of Performance Shares a
participant may receive under the
Performance Share Program 2018/2021 shall
have an aggregate market value not
exceeding 60 percent of the participant's
2020 Base Salary. The market value
shall be calculated based on the average of
the daily noted volume-weighted
purchase price of the Company’s shares on
Nasdaq Stockholm’s official list
during 20 trading days prior to the day of
publication of the interim report for
the first quarter 2021. Rounding off
shall be made to the closest whole number
of Performance Shares.
 9. The
Performance Share Program 2018/2021 shall in total comprise of no more
than
2,413,597 Telia Company’s shares, which corresponds to approximately
0.06
percent of the total number of outstanding shares in the Company.
10.
Recalculation of the number of Performance Shares subject to an award
granted
under the Performance Share Program 2018/2021 shall take place in the
event of
an intervening bonus issue, split, rights issue and/or other
similar
events.
11. 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
subject to an award or, wholly or partially, terminate the
Performance Share
Program 2018/2021 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.
12. The
Board of Directors shall be responsible for the further design
and
administration of the Performance Share Program 2018/2021 within the
framework
of the above stated main terms and conditions.

Performance
outcome

The performance outcome will be determined by the Board of Directors
after the
expiry of the Performance Period (i.e. after December 31, 2020), in
2021. In
connection therewith the Board of Directors will also publish the
performance
results.

(b) Transfer of own shares

The transfer of own shares to
participants in the Performance Share Program
2018/2021, and to subsidiaries
within the Group in order to secure their
obligations to deliver Performance
Shares under the program, may be made on the
following terms and conditions.


1. No more than 2,413,597 Telia Company shares may be transferred
to
participants in the Performance Share Program 2018/2021 as Performance
Shares.
 2. The entitlement to receive Performance Shares without consideration
shall
only be offered to persons within the Group who are participants in
the
Performance Share Program 2018/2021. In addition, subsidiaries shall be
entitled
to acquire shares without consideration in order to immediately
transfer such
shares to participants in the Performance Share Program 2018/2021
in accordance
with the terms and conditions of the Performance Share Program
2018/2021.
 3. The transfer of shares without consideration shall be made when
the
participants are entitled to receive their Performance Shares in accordance
with
the terms and conditions of the Performance Share Program 2018/2021, which
will
be following the publication of the Company’s interim report for the
first
quarter 2021.
 4. The number of shares that may be transferred shall be
subject to
recalculation in the event of an intervening bonus issue, share
repurchase
offer, split, rights issue and/or other similar events.

The reason
for this 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 2018/2021 and the Board of
Directors considers
that the implementation of the Performance Share Program
2018/2021 will be to
the advantage of the Company and the shareholders as it
offers participants the
opportunity to become shareholders in the Company.

The Board of Directors
proposes that the resolutions under items (a) and (b)
above will be voted on at
the annual general meeting as two separate
resolutions. The proposal under item
(b) on the proposed transfer of shares is
conditional on the annual general
meeting having approved item (a), i.e. the
implementation of the proposed
Performance Share Program 2018/2021.

Other information

Presentations, number
of shares and shareholders’ right to request information

The chair of the
Board of Directors and the CEO’s presentations at the meeting
will be posted on
the Company’s website www.teliacompany.com after the meeting.

The total number
of shares and votes in the Company is 4,330,084,781 at the date
this notice is
issued. At the same date, the Company owns no treasury shares.

At the request
of any shareholder, the Board of Directors and the CEO shall
provide
information at the meeting 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.

Majority requirements

A resolution on authorization for the Board of
Directors to decide on repurchase
and transfer of the Company’s own shares
under Item 19 will be valid only if the
proposal is supported by shareholders
representing at least two-thirds of both
the votes cast and shares represented
at the meeting.

A resolution on implementation of the proposed long-term
incentive program under
Item 20 (a) will be valid if the proposal is supported
by a simple majority of
the votes cast. A resolution on transfer of own shares
to the participants in
the program under Item 20 (b) will be valid only if the
proposal is supported by
shareholders representing at least nine-tenths of both
the votes cast and shares
represented at the meeting.

Documents,
etc.

Information regarding all board members proposed to the Board of
Directors of
Telia Company AB as well as the Nomination Committee’s proposals
and motivated
opinion are available on the Company’s website.

The 2017 annual
and sustainability report, the audit report and other documents
will be held
available at the Telia Company AB, Investor Relations, Stjärntorget
1 in Solna,
as from Tuesday, March 20, 2018. The documents can also be obtained
from the
following address: Telia Company AB, c/o Euroclear Sweden AB, P.O. Box
191,
SE-101 23 Stockholm, or by phone +46(0)8 402 90 50. The documents will also
be
available on the Company’s website www.teliacompany.com from the same
date.

Stockholm, March, 2018
Telia Company AB (publ)
The Board of
Directors

For more information, please contact our press office +46 771 77 58
30, visit
our Newsroom (http://www.teliacompany.com/en/news) or follow us on
Twitter
@Teliacompany (https://twitter.com/Teliacompany).

[1] EBITDA is
defined as Earnings Before Interest, Taxes, Depreciation and
Amortization, with
a possibility for the Board of Directors to make adjustments
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 2017 shall
be compared with
December 2020 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, Deutsche
Telekom AG, Vodafone
Group Plc, Telefonica SA, TDC A/S and Swisscom AG.

We’re Telia Company, the
New Generation Telco. Our approximately 20,000 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. Headquartered in Stockholm,
the heart
of innovation and technology, we’re set to change the industry and
bring the
world even closer for our customers. Read more at www.teliacompany.com

 


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