The shareholders are offered to sell shares to TeliaSonera AB for a price of SEK 62 for every 28th share

THIS PRESS RELEASE MAY NOT BE DISTRIBUTED OR PUBLISHED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA OR JAPAN, OR IN ANY OTHER COUNTRY WHERE DISTRIBUTION OR PUBLISHING IS ILLEGAL

The repurchase offer is not being made to shareholders in the United States, Canada, Australia, New Zealand, South Africa or Japan or to persons whose participation in the offer (i) requires additional disclosure of information or registration or other measures in addition to those required under Swedish and Finnish law, or (ii) would result in breach of applicable law or regulation. It is the duty of each person to observe restrictions resulting from foreign legislation. Documentation regarding the repurchase offer may not be distributed to these countries and TeliaSonera reserves the right to disregard any acceptances from persons in such countries.

On February 18, 2011, the Board of Directors of TeliaSonera resolved, based on the authorization granted by the Annual General Meeting 2010, to repurchase a maximum of 160,373,471 shares, equivalent to a maximum of 3.6 percent of all shares issued by the company, through a repurchase offer directed to TeliaSonera’s shareholders. The shareholders of TeliaSonera are offered to sell every 28th share to TeliaSonera for a cash payment of SEK 62 per share, which corresponds to a premium of approximately 15.5 percent compared to the volume-weighted average price paid on NASDAQ OMX Stockholm during the period January 19 – February 17, 2011. If the repurchase offer is fully accepted, approximately SEK 10 billion will be transferred to the shareholders of TeliaSonera in exchange for the repurchased shares.

Background and reasons

The Board of Directors of TeliaSonera has evaluated expected future cash flows and balance sheet projections. Strong cash flows and the possible acquisitions foreseeable allow the company to return approximately SEK 10 billion through this repurchase offer to the shareholders this year in addition to the proposed ordinary dividend.

Terms and conditions of the offer

Shareholders whose shares are registered with Euroclear Sweden or Euroclear Finland on the record date receive one sales right for each TeliaSonera share held. 28 sales rights entitle the holder to sell one TeliaSonera share. TeliaSonera offers SEK 62[1] in cash for each repurchased share. No commission will be charged. Since the company offers to repurchase shares at a premium compared to the current market price, the sales rights represent a financial value, which the shareholders can realize either by exercising the sales rights to sell shares in the repurchase offer, or by selling the sales rights.[2] In the repurchase offer, shareholders may sell up to 10,000 shares per VP-account free of commission. As an alternative to the commission-free sales procedure, holders of sales rights may sell their sales rights on NASDAQ OMX Stockholm and NASDAQ OMX Helsinki. In such case, customary commission will be charged. For more information about the terms and conditions of the repurchase offer, please see the information brochure and the offer document that will be published in connection with the repurchase offer.

Voting rights and right to dividend

The shares that are subject to application to participate in the repurchase offer carry voting rights at the Annual General Meeting 2011 and right to dividend for the financial year 2010.

Timetable

TeliaSonera reserves the right to extend the acceptance period as well as to postpone the date for payment of proceeds under the repurchase offer.

Financial effects of the repurchase offer

The financial effects described below are calculated on the basis of the assumption of full participation in the repurchase offer and that the payment of the proceeds for the repurchased shares reduces TeliaSonera’s cash and cash equivalents.

On December 31, 2010, equity attributable to the shareholders of the parent company amounted to SEK 125,907 million, equivalent to SEK 28.04 per share. If the repurchase offer had been effected on December 31, 2010, equity attributable to the shareholders of the parent company would have been reduced to SEK 115,964 million, equivalent to SEK 26.78 per share.

Other

The principal shareholders in TeliaSonera, the Swedish and Finnish States (the Finnish State through Solidium Oy), have stated that they, under certain circumstances, intend to participate in the repurchase offer pro rata to their current shareholdings. As of December 31, 2010, the Swedish State owned 1,674,310,553 shares, representing 37.3 percent of the shares and votes in the company, and the Finnish State owned 616,128,221 shares, representing 13.7 percent of the shares and votes in the company.

As of today, TeliaSonera does not hold any own shares in the company.

The Board of Directors has also decided to propose to the Annual General Meeting 2011 to resolve on cancellation of the shares that TeliaSonera will purchase in the repurchase offer.

TeliaSonera AB (publ) discloses the information provided herein pursuant to the Swedish Securities Markets Act and/or the Swedish Financial Instrument Trading Act. The information was submitted for publication at 1.00 p.m. (CET) on February 18, 2011

For additional information regarding the repurchase offer, please contact:

Shareholders in Sweden
TeliaSonera shareholder service, telephone number: +46 (0)8 20 69 42

Shareholders in Finland
TeliaSonera shareholder service, telephone number: +358 (0)200 675 00

About TeliaSonera
TeliaSonera provides network access and telecommunication services in the Nordic and Baltic countries, in the emerging markets of Eurasia, including Russia and Turkey, and in Spain. TeliaSonera is also the leading European wholesale provider of cross border high quality services for voice, ip and capacity with a wholly-owned international carrier network. TeliaSonera helps people and companies communicate in an easy, efficient and environmentally friendly way. TeliaSonera creates value by focusing on becoming a company with world class customer experience, ensuring high network quality and cost efficiency. In 2010, TeliaSonera’s sales amounted to SEK 107 billion, and at the end of 2010 the total number of subscriptions was 156 million in 20 countries. Read more at www.teliasonera.com.

This press release may not be published, distributed, disseminated or in any other way sent to the United States, Canada, Australia, New Zealand, South Africa or Japan or to any other jurisdiction where it may be illegal to publish, distribute, disseminate or circulate this press release. This press release does not constitute an offer to buy or sell securities in any jurisdiction, including the United States, Canada, Australia, New Zealand, South Africa or Japan.
 

[1] Around EUR 7.09. The final repurchase price payable in euro to shareholders whose shares are registered with Euroclear Finland will be determined at the prevailing SEK/EUR exchange rate on around 14 April 2011.
[2] In order to avoid that holders of sales rights loose the whole financial value of the repurchase offer as a result of not exercising or selling the sales rights, the repurchase offer contains a mechanism for handling non-exercised sales rights.
[3] Part II of the offer document which contains TeliaSonera’s annual report 2009 and year-end report January – December 2010, will be made available on TeliaSonera’s website.