Tele1 Europe: Invitation Annual General Shareholders Meeting

The shareholders in Tele1 Europe Holding AB (publ) are hereby invited to the annual general shareholders meeting on Wednesday May 24, 2000, at 10.00 AM, at Hotel Ariadne, Södra Kajen 37, Frihamnen, Stockholm Notification etc. To be entitled to att end the meeting a shareholder must: a) be registered as a shareholder in the shareledger kept by Värdepapperscentralen VPC AB no later than on Friday May 12, 2000, and b) give notice of his or hers intention to attend the meeting in such a manner that the notice is received by the company no later than May 17, 2000, at 12.00 AM (Stockholm time). A notice of attendance may be made in writing to Tele1 Europe Holding AB (publ), Att: Cecilia Johansson, Positionen 146, 115 74 Stockholm , by e- mail: cecilia.johansson@tele1europe.se, by fax +46-8-5631 01 01 or by phone+46-8-5631 00 00 (09.00 - 16.00). The notice should also state the number of advisors attending. Shareholders holding their shares through a nominee have to have their shares temporarily registered in their own name in due time before May 12, 2000, in order to be entitled to attend the meeting. Holders of ADSs will be contacted by the depository with further instructions on how to vote. Agenda 1. Opening of the meeting. 2. Election of the chairman of the meeting. 3. Preparation and approval of the voting list. 4. Election of one or two persons to approve the minutes. 5. Approval of the agenda. 6. Determination whether the meeting has been duly convened. 7. Submission of the annual report and the auditors report as well as the consolidated annual report and the consolidated auditors report. 8. Resolutions regarding: a) the adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet. b) allocation of the company's profits or losses in accordance with the adopted balance sheet. c) discharge of liability for the members of the board of directors and the Chief Executive Officer. 9. Determination of fees for members of the board and the auditors. 10. Election of board members and auditors as well as any deputies. 11. Proposal by the board regarding amendments of the company's articles of association. 12. Proposal by the board to authorize the board to decide upon new issue of shares. 13. Proposal by the board to authorize the board decide to purchase the company's own shares 14. Proposal by the board to authorize the board to decide to sell the company's own shares 15. Approval of the sale of warrants held by a subsidiary in accordance with the existing incentive program. 16. Proposal by the board for adoption of general principles for future option programs 17. End of the meeting Annual reports and the complete proposals by the board in respect of sec- tions 11-16 above will be available at the company's offices at Hangövägen 29, Stockholm, from May 10, 2000 and will also be presented at the meet- ing. Copies of these documents will also be sent to shareholders who so request and states their postal address. Proposals 8 b. Allocation of the company's loss The board proposes that the company's loss is carried forward. 9-10. Election of board members etc. Shareholders representing approximately 25 per cent of the total number of votes in the company have informed that they, in respect of sections 9-10 in the above agenda, will support the following proposals: 9.Fees to board members for the period until the end of the next annual general meeting is proposed to be SEK 200.000 to the chairman of the board and SEK 100.000 to other members of the board. Auditors remuneration shall be according to approved invoice. 10. The following board members are proposed for election: reelection of Tommy Ekström, Lennart Lübeck, Paul Salem, Viesturs Vucins, Lars Wind- feldt, Craig Young and new election of Lars Grönberg. Johan Kaijser is proposed for election as the company's auditor until the end of the annual general meeting held in 2004. 11. Changes in the Articles of Association Since all preferential shares were converted into ordinary shares in con- nection with the listing of the company's shares on the Stockholm Stock Exchange and NASDAQ it is proposed that all provisions relating to prefer- ential shares in the articles of association are deleted. In detail the proposal means that the provisions in section 7-11, section 12.2 and sec- tion 14 are deleted. Furthermore it is proposed that the company's regis- tered name is changed to Tele1 Europe Holding Aktiebolag which means that section 1 in the articles of association should read as follows: "The company name is Tele1 Europe Holding Aktiebolag. The company is a public company (publ)." 12. Authorization to the board to decide upon new issue The board proposes that the general meeting of shareholders authorizes the board to decide, on one or more occasions, with deviation from sharehold- ers' pre-emptive rights, during the period until the next annual general meeting, to decide upon issuance of a maximum of 10.000.000 shares, each share having a nominal value of SEK 0,05, entailing a maximum increase of the company's share capital of SEK 500.000. Shares may be issued by means of issue in kind in connection with possible acquisitions of companies where payment is made by delivery of shares in the company or by a di- rected cash issue to the international capital market. The price for each share shall in all cases be as close to the market value of the shares as possible with deduction for any discounts necessary to attract sufficient interest for subscription. 13. Authorization for the board to purchase shares issued by the company The boards proposal means that the board is authorized to decide, on one or more occasions during the period until the next annual general meeting, to purchase an amount of the company's own shares so that the total number of shares issued by the company held by the company never exceeds 10 per cent of the total number of shares issued by the company. Purchase of shares issued by the company may be made on the Stockholm Stock Exchange, on NASDAQ after necessary approval from the Swedish Financial Supervisory Authority or by means of a public offer directed to all shareholders. Shares purchased on the stock exchange may only be made at a price within the at each time presently registered spread between the highest bid price and the lowest ask price for the shares. The purpose of the authorization is to give the board an opportunity during the period until the next ordi- nary general meeting of shareholders to (i) adjust the capital structure of the company, (ii) use the shares purchased to finance future acquisi- tions and finally to make it possible to create a cost effective so called hedge against the financial exposure which the company's international op- tion program may result in. 14. Authorization for the board to decide to sell the company's own shares The board proposes that the board is authorized to decide, on one or more occasions during the period until the next ordinary general meeting of shareholders, to sell the company's own shares on the Stockholm Stock Ex- change or in any other way according to Chapter 7 section 21 in the Swed- ish companies Act, with or without deviation from the shareholders pre- emptive rights or with a right to payment in kind. The number of shares sold may never exceed the number of company shares held by the company at each time. The board decides on the price for each share and the basis for calculating the price per share as well as any other issues related to the sale of own shares. 15. Approval of the transfer of warrants held by subsidiaries in accor- dance with the existing incentive program The board proposes that the general meeting of shareholders approves that the company's Finnish subsidiary, Tele1 Europe in Finland OY, which com- pany presently holds a total number of 5.843.960 warrants, after approval by the general meeting of that company, transfers these warrants in accor- dance with the terms relating to the so called employee options issued by the company's Norwegian, Finnish and Danish subsidiaries to employees and management in these countries, The terms of these employee options inter alia state that a condition for delivery of these warrants is that the em- ployee remains employed by the company at the end of certain vesting peri- ods and, in respect of management, certain financial and operative goals are fulfilled by the subsidiary in which he or she is employed. The trans- fer shall according to the terms relating to the employee options be made without any compensation being paid by the employee. The decision to ap- prove the transfer of these options requires approval by at least nine tenths of both the votes as well as nine tenths of the shares represented at the meeting. 16. Proposal for adoption of general principles for future option programs The board proposes that the following principles shall apply for future option programs: * The decision to issue options to subscribe for shares to employees shall be passed annually at a general meeting of shareholders. * The number of options granted to each employee is decided by the board inter alia on the basis of the employees position in the company, salary and other benefits and working performance. The allocation should be made on market terms. *The exercise price and the premium to be paid by each employee shall be set on the basis of a valuation based on the Black and Scholes formula. More precise details of the principles for future option programs will be presented by the board at the general meeting. Stockholm in April 2000 Tele1 Europe Holding AB (publ) The Board of Directors ------------------------------------------------------------ Please visit http://www.bit.se for further information The following files are available for download: http://www.bit.se/bitonline/2000/04/26/20000426BIT00130/bit0001.doc http://www.bit.se/bitonline/2000/04/26/20000426BIT00130/bit0002.pdf