Tele1 Europe: Invitation Extraordinary General Shareholders Meeting

The shareholders in Tele1 Europe Holding AB are hereby invited to an extraor- dinary general shareholders meeting on Tuesday August 15, 2000, at 10.00 AM, at Hotel Ariadne, Södra Kajen 37, Frihamnen, Stockholm Notification etc. To be entitled to attend the meeting a shareholder must: a) be registered as a shareholder in the shareledger kept by Värdepapperscentra- len VPC AB no later than on Friday August 4, 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 Friday August 4 , 2000, at 12.00 AM (Stockholm time). A notice of attendance may be made in writing to Tele1 Europe Holding AB, 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 advi- sors attending. Shareholders holding their shares through a nominee are obliged to have their shares temporarily registered in their own name in due time before Friday August 4, 2000, in order to be entitled to attend the meet- ing. Holders of ADRs will be contacted by the depository with further instruc- tions 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. The board's proposal to decide on a new issue in kind 8. The board's proposal to decide on a new issue of debentures with war- rants to subscribe for new shares 9. End of the meeting Complete proposals by the board in respect of sections 7-8 above and documents according to chapter 4 section 4, chapter 4 section 6 and chapter 5 chapter 3 of the Swedish Companies Act will be available at the company's office at Hangövägen 29, Stockholm, from August 7, 2000 and will also be presented at the meeting. Copies of these documents will also be sent to shareholders who so request and states their postal address. Proposals 7. The board's proposal to decide on a new issue in kind As a part of the company's Norwegian subsidiary Tele1 Europe AS's acquisition of the business and assets in Eltele Rogaland AS, the board proposes that the company's share capital is increased by a new issue of a maximum of 902,642 shares, each having a nominal value of SEK 0.05, entailing a maximum increase in the share capital of SEK 45,132.10. The shares shall, without any preemp- tive right for present shareholders, be subscribed for by Eltele Rogaland AS by contribution in kind of a promissory note of NOK 100.000.000 issued by Tele1 Europe AS. The subscription price for the new shares is based on the average closing price for the company's shares on the OM Stockholm Stock Exchange during the period 14-28 July, 2000, and shall be a value in SEK corresponding to NOK 110.78 per share at the day of subscription. The new shares entitles the holder to a right to receive dividend as from the financial year 2000. Sub- scription and payment shall be made no later than September 1, 2000. 8. The board's proposal to decide on a new issue of debentures with warrants to subscribe for new shares As a part of the company's Norwegian subsidiary Tele1 Europe AS's acquisition of the business and assets in Eltele Rogaland AS, the board proposes that the company shall decide on a new issue of debentures with a maximum nominal value of SEK 400.000 together with a maximum of 400.000 immediately detachable war- rants to subscribe for new shares attached thereto. The debentures shall, with deviation from the shareholders' preemptive rights, be subscribed for by the approximately 65 employees who have been transferred to Tele1 Europe AS in connection with the acquisition of Eltele Rogaland AS. The debentures are is- sued in multiples of a nominal value of SEK 1 together with 1 warrant to sub- scribe for new shares. The subscription price for each unit consisting of one debenture and one warrant is set at the nominal value with a premium calcu- lated according to the Black & Scholes valuation formula. The debentures, which shall be paid and subscribed for no later than October 1, 2000, carries an annual interest of 5 % and are due October 1, 2001. Over-subscription may not occur. Each warrant entitles the holder to subscribe for one share in the company having a nominal value of SEK 0.05 each. The warrants may be exercised during the period October 1, 2000 - October 1, 2003. The exercise price per share shall be determined based on market conditions by applying the Black & Scholes valuation formula, taking into account, among other things, a price per warrant of approximately SEK 23 and the average closing price for the com- pany's share on the OM Stockholm Stock Exchange during the period August 15- 28, 2000. The subscription price as well as the number of shares that each warrant gives right to subscribe for is recalculated according to customary recalculation principles. The exercise of all warrants will lead to a maximum increase of the share capital of SEK 20,000, corresponding to a maximum dilu- tion of 0.3 % of the current subscribed capital. The reason for the deviation from the shareholders' pre-emptive rights is that the issue is made to replace a previously existing option programme in Eltele Rogaland AS and to give the new employees an opportunity to take part of the increase in value of the Tele1 group in the same manner as other employees within the Tele1 group. To be valid, the decision must be supported by shareholders representing at least nine tenths of the votes cast as well as nine tenths of the shares rep- resented at the meeting. Stockholm in July 2000 Tele1 Europe Holding AB The Board of Director ------------------------------------------------------------ This informatin was brought to you by BIT http://www.bit.se The following files are available for download: http://www.bit.se/bitonline/2000/07/13/20000712BIT00270/bit0001.doc http://www.bit.se/bitonline/2000/07/13/20000712BIT00270/bit0002.pdf