Published: 2020-02-25 16:00:00 CET
Telia Company AB
Notice to general meeting
Welcome to Telia Company’s Annual General Meeting 2020
The annual general meeting of Telia Company AB (publ) will be held on
Thursday,
April 2, 2020, at 2 p.m. CET at Lilla Cirkus, 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 Friday, March 27, 2020, and
  · give notice of
attendance to the Company no later than on Friday, March 27,
2020.

Notice of
attendance can be given

  · in writing to Telia Company AB, “AGM 2020”, 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 (including
Finnish shareholders that are registered
within the Finnish book-entry system
at Euroclear Finland Oy) 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 Friday, March 27,
2020. This registration may be
made temporarily. Shareholders are recommended to
inform the nominee of that
effect well before that day.

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 Friday, March 27, 2020.

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 and sustainability report
and the auditor’s
report, the consolidated financial statements and the
auditor’s report on the
consolidated financial statements for 2019. In
connection herewith, a report by
the chair of the Board of Directors Lars-Johan
Jarnheimer of the work of the
Board of Directors during 2019 and a presentation
by acting president and CEO
Christian Luiga
 7. Resolution to adopt the income
statement, the balance sheet, the
consolidated income statement and the
consolidated balance sheet for 2019
 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 2019
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  Ingrid Bonde
12.2  Rickard
Gustafson
12.3  Lars-Johan Jarnheimer
12.4  Jeanette Jäger
12.5  Nina
Linander
12.6  Jimmy Maymann
12.7  Anna Settman
12.8  Olaf Swantee
12.9  Martin
Tivéus
13. Election of chair and vice-chair of the Board of Directors
13.1
Lars-Johan Jarnheimer, chair
13.2 Ingrid Bonde, 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 guidelines 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 2020/2023, and
(b) transfer of
own shares
21. Resolutions on
(a) reduction of the share capital by way of
cancellation of own shares, and
(b) increase of the share capital by way of
bonus issue
22. Resolution on shareholder proposal from Carl Axel Bruno
23.
Resolution on shareholder proposals from Thorwald Arvidsson (a) and
(b)


Closing of the meeting

Resolutions proposed by the Nomination
Committee

The Nomination Committee consists of the following persons: Daniel
Kristiansson,
chair (Swedish State), Jan Andersson (Swedbank Robur Funds),
Anders Oscarsson
(AMF and AMF Funds) and Javiera Ragnartz (SEB Funds), who were
all appointed at
the annual general meeting 2019, as well as the chair of the
Board of Directors.

The Nomination Committee presents the following
proposals:

  · Item 1 – Chair of the meeting: Wilhelm Lüning,
Attorney-at-Law.

  · Item 10 – Number of directors: Until the end of the
annual general meeting
2021, nine (9) directors.

  · Item 11 – Remuneration
payable to the directors: Remuneration payable to the
directors until the next
annual general meeting will be SEK 1,890,000 to the
chair (2019: SEK
1,825,000), SEK 890,000 to the vice-chair (2019: SEK 860,000)
and SEK 630,000
to each other director elected at the annual general meeting
(2019: SEK
610,000). The chair of the Board of Directors’ Audit and Responsible
Business
Committee will receive remuneration of SEK 285,000 (2019: SEK 275,000)
and
other members of the Audit and Responsible Business Committee will receive
SEK
165,000 each (2019: SEK 150,000), the chair of the Board of
Directors’
Remuneration Committee will receive SEK 75,000 (2019: SEK 70,000)
and other
members of the Remuneration Committee will receive SEK 55,000 each
(2019: SEK
50,000).

  · Item 12 – Election of directors: Re-election of
Rickard Gustafson, Lars
-Johan Jarnheimer, Nina Linander, Jimmy Maymann, Anna
Settman, Olaf Swantee and
Martin Tivéus. Election of Ingrid Bonde and Jeanette
Jäger as new members.

Ingrid Bonde was born in 1959. She is chair of the Board
of Alecta, Apoteket AB
and Hoist Finance and Board member of Loomis AB and
Securitas AB. She is a Board
member of the Swedish Corporate Governance Board
and chair of the Swedish
Climate Policy Council. She has previously held
positions as CFO and deputy CEO
of Vattenfall, President and CEO of AMF,
Director General at Finansinspektionen,
Deputy Director General at the Swedish
National Debt Office and CFO at SAS. She
holds a degree in Business and
Economics from the Stockholm School of Economics.

Jeanette Jäger was born in
1969. She is CEO of Bankgirot and Board member of ICA
Gruppen AB. She has
previously held several management positions at Tieto and
worked as Product and
Marketing Director at TDC. She has studied business
administration at Stockholm
University.

Information regarding the candidates nominated by the Nomination
Committee for
election as 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 Lars-Johan Jarnheimer as chair and election
of Ingrid Bonde as vice
-chair.

  · Item 14 – Number of auditors and deputy
auditors: Until the end of the
annual general meeting 2021, 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 2021 is as follows: Daniel
Kristiansson, chair (Swedish State),
Jan Andersson (Swedbank Robur Funds),
Patricia Hedelius (AMF Insurance and AMF
Funds) and Javiera Ragnartz (SEB
Funds).

As regards the instruction for the
Nomination Committee, the Nomination
Committee presents the following main
proposal:

The Nomination Committee (the “Committee”) shall consist of four (4)
to six (6)
members. Four (4) ordinary members shall represent the four (4)
shareholders
that are largest in terms of votes at the turn of the month that
occurs closest
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 Committee may in addition to its ordinary
members appoint at its sole
discretion one (1) or two (2) extraordinary
members. The chair of the Board of
Directors may be appointed as an
extraordinary member. 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, propose
the number of Board members, the chair and vice-chair
of the Board and other
Board members. The Committee shall also present a
proposal for remuneration,
which shall be specified between the chair of the
Board, the vice-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 2.45 per share
is
distributed to the shareholders in two payments of SEK 1.22 and SEK 1.23
per
share.

The record date for the first payment is proposed to be on April 6,
2020, and
for the second payment on October 23, 2020. If the annual general
meeting
resolves in accordance with the proposal, it is estimated that
Euroclear Sweden
will execute the first payment on April 9, 2020, and the
second payment on
October 28, 2020.

Item 18 – Guidelines for remuneration to
Group Executive Management

The Board of Directors proposes that the annual
general meeting 2020 resolves on
the following guidelines for remuneration to
Group Executive Management. Group
Executive Management is defined as the
president and the other members of the
management team who report directly to
the CEO. The guidelines shall be in force
until new guidelines are adopted by
the general meeting and valid for a maximum
of four years. A successful
implementation of the guidelines will ensure that
the Company can attract and
retain the best people, enabling the Company to
execute its business strategies
and serve the Company’s long-term interests,
including its sustainability
goals.[[[1]]] These guidelines do not apply to any
remuneration decided or
approved by the general meeting. The proposed guidelines
will be effective at
the time of the annual general meeting decision.

Total reward
approach
Remuneration to Group Executive Management should be built on a total
reward
approach and be market relevant, but not leading. The remuneration
guidelines
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 as well as other benefits. The Company
does not offer
any variable remuneration to Group Executive Management.

For
employments governed by rules other than Swedish, pension benefits and
other
benefits may be duly adjusted for compliance with mandatory rules or
established
local practice, taking into account, to the extent possible, the
overall purpose
of these guidelines.

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. These are reviewed in relation
to fulfilment of annual pre-defined
goals (including financial, employee and
sustainability-based).

Salary and employment conditions for employees
In the
preparation of the Board of Directors’ proposal for these
remuneration
guidelines, salary and employment conditions for employees of the
Company have
been taken into account. This is done by including information on
the employees’
total income, the components of the remuneration and increase
and growth rate
over time, in the Remuneration Committee’s and the Board of
Directors’ basis for
decision when evaluating if these guidelines and their
limitations are
reasonable. The Remuneration Committee regularly consults with
the CEO and Head
of People & Brand to be mindful of employee pay, conditions
and engagement
across the broader employee population.

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, unless legal requirements and/or
collective
agreements state differently. 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 but can vary based on
regulatory
requirements. The pension premiums for defined contribution pension
shall amount
to not more than 40 percent of the fixed annual cash
salary.

Other benefits
The Company provides other benefits and programs in
accordance with market
practice which may change from time to time. A Group
Executive Management member
may be entitled to a company car, health and care
provisions, etc. Premiums and
other costs relating to such benefits may amount
to not more than 10 percent of
the fixed annual cash salary.

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. Such benefits may not in total exceed 25 percent of the
fixed annual
cash salary.

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.
Fixed cash
salary during the notice period and severance pay may together not
exceed an
amount equivalent to the fixed cash salary for two years.

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.

Additionally, remuneration may be paid for non-compete
undertakings. Such
remuneration shall compensate for loss of income and shall
only be paid in so
far as the previously employed executive is not entitled to
severance pay. The
remuneration shall be based on the fixed cash salary at the
time of termination
of employment, amount to not more than 60 percent of the
monthly income at the
time of termination of employment and be paid during the
time the non-compete
undertaking applies, however not for more than 12 months
following termination
of employment.

The decision-making process to determine,
review and implementation of the
guidelines
The Board of Directors has
established a Remuneration Committee. The committee’s
task includes preparing
the Board of Director’s decision to propose guidelines
for executive
remuneration. Proposal for new guidelines shall be prepared at
least every
fourth year and submitted the general meeting. The guidelines shall
be in force
until new guidelines are adopted by the general meeting. The
Remuneration
Committee shall also monitor the application of the guidelines for
executive
remuneration as well as the current remuneration structures and
compensation
levels in the Company.

Remuneration is managed through well-defined processes
ensuring that no
individual is involved in the decision-making process related
to their own
remuneration.

The CEO’s total remuneration package is decided by
the Board of Directors based
on the recommendation of its Remuneration
Committee within the confine of the
guidelines. Total remuneration packages to
other members of Group Executive
Management are approved by the Remuneration
Committee, based on the CEO’s
recommendation.

Deviation from the
guidelines
The Board of Directors may temporarily resolve to deviate from the
guidelines,
in whole or in part, if there in an individual case are special
reasons where a
deviation is necessary in order to serve the Company’s
long-term interests,
including its sustainability, or to ensure the Company’s
financial viability. As
set out above, the Remuneration Committee’s tasks
include preparing the Board of
Directors’ resolutions in the
remuneration-related matters. This includes any
resolution to deviate from the
guidelines.

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 2020 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 2021.

 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 2021.

 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 to the participants in the long
-term
incentive programs requires a separate resolution by the general meeting
as set
out in item 20 (b) below.

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 2020/2023 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 2010-2019
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 2019/2022 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 2020, relates to the financial years
2020-2022 and may result
in so-called performance shares being received during
the spring of 2023 (the
“Performance Share Program 2020/2023”). The Performance
Share Program 2020/2023,
that is similar to the Performance Share Program
2019/2022 adopted at the annual
general meeting 2019, is further described
below.

Outline of the Performance Share Program 2020/2023

The Performance
Share Program 2020/2023 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 2020-2022 (the “Performance
Period”), participants
in the Performance Share Program 2020/2023 shall be given
the opportunity to
receive Telia Company shares without consideration
(“Performance
Shares”).

Participants in the Performance Share Program 2020/2023 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 2019. Under the
Performance
Share Program 2020/2023, 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 2019 or, if a participant has become employed thereafter,
the
calculated annual gross base salary for 2020 (the “2019 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 2022 (the “2022 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 2023. Participants will receive their
Performance
Shares following the publication of the Company’s interim report
for the first
quarter 2023. The Performance Share Program 2020/2023 shall in
total comprise of
no more than 2,355,802 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 2020/2023

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 2020/2023 as approximately SEK 48.0
million, under the following
essential assumptions: (i) a share price of SEK
40.75 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 2019, (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 76.8 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 2020/2023 is estimated to be approximately SEK
72.0
million. The total cost would in this case be SEK 115.2 million.

If
EBITDA and TSR performance conditions are achieved to 100 percent, the
total
value of the Performance Share Program 2020/2023 would amount to SEK
96.0
million assuming conditions (i) through (iii) remain unchanged. The total
costs
would in this case amount to SEK 153.6 million.

Dilution and effects on
key ratios

The Performance Share Program 2020/2023 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
2020/2023 are expected to have a
marginal effect on the Group’s key
ratios.

Preparation of the proposal

The proposal regarding the Performance
Share Program 2020/2023 to the annual
general meeting 2020 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 2020.

Hedging

The Board
of Directors has considered two alternative hedging structures for
the
Performance Share Program 2020/2023; either (i) the transfer of shares held
by
the Company itself to participants in the Performance Share Program
2020/2023 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 (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.

The Board of Directors’ proposals for
resolutions

The Board of Directors proposes that the annual general meeting
2020 resolves to
(i) implement the Performance Share Program 2020/2023, based
on no more than
2,355,802 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 2020/2023

 1. The Performance Share Program
2020/2023 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 2020.

 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
2019 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 2019.

 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 2020/2023
will receive the
Performance Shares subject to their award without
consideration.

 4. The performance conditions applying according to the
Performance Share
Program 2020/2023 will be based 50 percent on the Company’s
EBITDA[2] 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 and
media companies defined by the Board of Directors (“TSR Comparator
Group”)[3].

 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
2023.

 7. Participants will receive their Performance Shares following the
publication
of the Company’s interim report for the first quarter 2023.
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 2020/2023 shall have an aggregate market value
not
exceeding 60 percent of the participant’s 2022 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 2023. Rounding off shall be made to the
closest whole number
of Performance Shares.

 9. The Performance Share Program
2020/2023 shall in total comprise of no more
than 2,355,802 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 2020/2023 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 2020/2023 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 2020/2023
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, 2022), in 2023. 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
2020/2023, 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 2,355,802 Telia
Company shares may be transferred to
participants in the Performance Share
Program 2020/2023 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
2020/2023. 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 2020/2023 in accordance
with the
terms and conditions of the Performance Share Program 2020/2023.

 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 2020/2023, which will
be
following the publication of the Company’s interim report for the first
quarter
2023.

 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 2020/2023 and the Board of
Directors considers
that the implementation of the Performance Share Program
2020/2023 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 2020/2023.

Item 21 – (a) Reduction of the share
capital by way of cancellation of own
shares and (b) increase of the share
capital by way of bonus issue

(a) Reduction of the share capital by way of
cancellation of own shares

The Board of Directors proposes that the annual
general meeting resolves to
reduce the share capital by way of cancellation of
own shares which were
repurchased under the SEK 5 billion share buy-back
program. The program was
announced on April 20, 2018, and the discontinuance of
the program after the
annual general meeting 2020 was announced on October 17,
2019.

The reduction of the share capital shall be made with SEK 394,695,609.55
by way
of cancellation of 119,908,673 shares. The purpose of the reduction
is
allocation to unrestricted equity to be used as resolved by the annual
general
meeting in accordance with item (b) below.

The resolution to reduce
the share capital under this item (a) may be
effectuated without obtaining an
authorization from the Swedish Companies
Registration Office or, in disputed
cases, a court of general jurisdiction, as
the Company simultaneously
effectuates a bonus issue, as set out under item (b)
below, with an amount
corresponding to no less than the amount the share capital
is being reduced
with, as set out above. Combined, these measures entail that
neither the
Company’s restricted equity nor its share capital is reduced.

(b) Increase of
the share capital by way of bonus issue

With the purpose of restoring the
share capital after the proposed reduction of
the share capital, as set out
under item (a) above, the Board of Directors
proposes that the annual general
meeting on the same time resolves to increase
the share capital by way of a
bonus issue with an amount corresponding to SEK
394,695,609.55, which equals
the amount the share capital is reduced with by way
of cancellation of shares,
as set out under item (a) above. The bonus issue
shall be carried out with the
amount being transferred from unrestricted equity
without the issuance of new
shares.

The Board of Directors proposes that the resolutions under items (a)
and (b)
above will be voted on at the annual general meeting as one joint
resolution.

Shareholder proposals

Item 22 – Resolution on shareholder
proposal from Carl Axel Bruno that the
Company shall review its routines around
that letters shall be answered within
two months from the date of
receipt.

Item 23 – Resolution on shareholder proposals from Thorwald Arvidsson
(a) and
(b) that the annual general meeting resolves to

 a. assign to the
Board of Directors to act to abolish the possibility of so
-called voting
differentiation in the Swedish Companies Act, primarily, through
a petition to
the government, and
 b. assign to the Board of Directors to form a proposal for
representation for
small and medium-sized shareholders in the Company’s Board
of Directors and
Nomination Committee, to be presented to the general meeting
for decision, and
to act for an amendment to the Swedish regulation concerning
the said matter,
primarily, through a petition to the government.

The
resolutions under items (a) and (b) will be voted on at the annual
general
meeting as two separate resolutions.

Other
information

Presentations
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.

Number of shares
The total number of
shares and votes in the Company is 4,209,540,375 at the date
this notice is
issued. On the same date, the Company owns 119,908,673 treasury
shares, which
cannot be represented at the meeting.

Shareholders’ right to request
information
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
Valid resolutions to authorize the Board of
Directors to decide on repurchase
and transfer of the Company’s own shares
under item 19 and reduce the share
capital by way of cancellation of own shares
and increase of the share capital
by way of bonus issue under item 21 requires
support by shareholders holding at
least two-thirds of both the votes cast and
shares represented at the meeting.

A valid resolution on implementation of the
proposed long-term incentive program
under item 20 (a) requires support by a
simple majority of the votes cast. A
valid resolution on transfer of own shares
to the participants in the program
under item 20 (b) requires support 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 as well as
the Nomination Committee’s proposals and motivated
opinion are available on the
Company’s website.

The 2019 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 Thursday, March 12, 2020. 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.

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 Swedish
Companies Registration Office and Euroclear Sweden and to take such
other
measures required to execute the resolutions.

Processing of personal data
For
information on how your personal data is processed,
     see
www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.


     Telia
Company Group Data Protection
Officer:
dpo-tc@teliacompany.com (dpo-tc@teliacompany.com%0d)

Telia Company
AB
Group Data Protection Officer
Stjärntorget 1
SE-169 94 Solna
Sweden
Phone
number: +46 (0)8 504 550 00

Stockholm, February 2020
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/sv/nyhetsrum/) or follow us on
Twitter
@Teliacompany (https://twitter.com/Teliacompany).


[1] For more
information regarding the Company’s business strategy, please
see
https://www.teliacompany.com/en/about-the-company/strategy/

[2] 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.
[3] 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 2019 shall
be compared with
December 2022 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, Nordic Entertainment Group AB and
Swisscom AG.

We’re
Telia Company, the New Generation Telco. Our approximately 21,000
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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