UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
TeliaSonera AB
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(Name of Issuer)
Ordinary shares, nominal value SEK 3.20 per share
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(Title of Class of Securities)
87960M106**
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(CUSIP Number)
December 31, 2003
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
**While the ordinary shares, nominal value SEK 3.20 per share, of TeliaSonera
AB, which are not traded in U.S. markets, have not been assigned a CUSIP number,
the CUSIP number for the related American Depositary Shares is 87960M106.
CUSIP No. 87960M106
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1 NAMES OF REPORTING PERSONS
The Republic of Finland
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not
Applicable
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Finland
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NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH 891,800,231
REPORTING PERSON ------------------------------------------------------------
WITH 6 SHARED VOTING POWER
0
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7 SOLE DISPOSITIVE POWER
891,800,231
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8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
891,800,231
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.1%(1)
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12 TYPE OF REPORTING PERSON
OO
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(1) Based on 4,675,232,069 ordinary shares, nominal value SEK 3.20 per share,
of TeliaSonera AB outstanding on April 30, 2003 as disclosed by TeliaSonera
AB in its 20-F filing with the Securities and Exchange Commission on June
30, 2003.
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SCHEDULE 13G
Item 1(a) Name of Issuer:
TELIASONERA AB
Item 1(b) Address of Issuer's Principal Executive Offices:
STUREGATAN 1
SE-106 63 STOCKHOLM
SWEDEN
Item 2(a) Name of Persons Filing:
THE REPUBLIC OF FINLAND
Item 2(b) Address of Principal Business Office or, if none, Residence:
C/O THE FINNISH MINISTRY OF TRANSPORT AND COMMUNICATIONS
ETELAESPLANADI 16-18
FIN-00131 HELSINKI, FINLAND
Item 2(c) Citizenship:
FINLAND
Item 2(d) Title of Class of Securities:
Ordinary shares, nominal value SEK 3.20 per share ("Ordinary
Shares")
Item 2(e) CUSIP Number:
The Ordinary Shares, which are not traded on U.S. markets, have
not been assigned a CUSIP number. The CUSIP number for the
related American Depositary Shares is 87960M106.
Item 3. If this Statement is filed pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
NOT APPLICABLE
Item 4. Ownership:
(a) Amount beneficially owned: 891,800,231
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(b) Percent of class: 19.1%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 891,800,231
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:
891,800,231
(iv) Shared power to dispose or to direct the disposition
of: 0
Item 5. Ownership of Five Percent or Less of a Class
NOT APPLICABLE
Item 6. Ownership of More than Five Percent on Behalf of Another Person
NOT APPLICABLE
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company or Control Person
NOT APPLICABLE
Item 8. Identification and Classification of Members of the Group:
The Republic of Finland and The Kingdom of Sweden may be deemed
to be a "group" within the meaning of Rule 13d-5(b)(1) under the
Act. See the Shareholders' Agreement dated March 26, 2002 between
The Kingdom of Sweden and The Republic of Finland contained in
Annex C of the Prospectus forming part of the Registration
Statement on Form F-4 (Registration No. 333-100213), filed by
Telia AB with the Securities and Exchange Commission pursuant to
the Securities Act of 1933 on October 1, 2002, as amended by the
Amendment to Shareholders' Agreement dated April 16, 2003
attached as Exhibit 1 to this statement.
Pursuant to Rule 13d-5(b)(1) of the Act, the group that may be
formed by The Republic of Finland and the Kingdom of Sweden may
be deemed to be the beneficial owner of 891,800,231 Ordinary
Shares beneficially owned by The Republic of Finland and
2,118,278,261 Ordinary Shares beneficially owned by The Kingdom
of Sweden, representing a total of 3,010,078,492 Ordinary Shares
or approximately 64.4% of the Ordinary Shares. However, The
Republic of
---------------
Based on 4,675,232,069 ordinary shares, nominal value SEK 3.20 per share,
of TeliaSonera AB outstanding on April 30, 2003 as disclosed by TeliaSonera
AB in its 20-F filing with the Securities and Exchange Commission on June
30, 2003.
Based on 4,675,232,069 ordinary shares, nominal value SEK 3.20 per share,
of TeliaSonera AB outstanding on April 30, 2003 as disclosed by TeliaSonera
AB in its 20-F filing with the Securities and Exchange Commission on June
30, 2003.
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Finland disclaims beneficial ownership of the Ordinary Shares
beneficially owned by The Kingdom of Sweden.
Item 9. Notice of Dissolution of the Group
NOT APPLICABLE
Item 10. Certifications
NOT APPLICABLE
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 13, 2004
THE REPUBLIC OF FINLAND
By: /s/ Samuli Haapasalo
--------------------------------------
Name: Samuli Haapasalo
Title: Director General
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EXHIBITS
Exhibit Description
1 Amendment to Shareholders' Agreement dated April 16, 2003 between
The Republic of Finland and The Kingdom of Sweden
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EXHIBIT 1
Dated 16 April 2003
================================================================================
Amendment
to
Shareholders' Agreement
regarding
Telia AB
by and between
The Republic of Finland
and
The Kingdom of Sweden
================================================================================
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This Amendment to Shareholders' Agreement (this "Amendment") is entered into on
this 16 day of April, 2003 by and between
(1) The Republic of Finland ("Finland");
and
(2) The Kingdom of Sweden ("Sweden").
WHEREAS, Finland and Sweden entered into the Shareholders' Agreement, dated as
of 26 March, 2002 (the "Agreement"), whereby Finland and Sweden agreed on
certain matters relating to the merger of Telia AB and Sonera Corporation;
WHEREAS, Finland and Sweden now desire to make certain amendments to the
Agreement;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. The following definition is added to Section 1:
"TeliaSonera" means TeliaSonera AB (publ).
2. Section 4.1.2(ii) of the Agreement is hereby replaced by the following:
"Carl Bennett, a current member of the Board of Directors of TeliaSonera,
shall be appointed, and shall serve as, Deputy Chairman of the Board of
Directors of TeliaSonera at least until the closing of the Annual General
Meeting of shareholders of TeliaSonera to be held in 2005";
3. The proviso following directly after Section 4.1.2(v) of the Agreement is
hereby replaced by the following:
"provided, however, that, in connection with the Annual General Meeting of
shareholders of TeliaSonera to be held in 2003, one (1) of the members
referred to in subparagraph (iv) above shall be replaced with one (1) new
independent member who is currently not a member of the Board of Directors
of Sonera or the Board of Directors of Telia to be nominated by the new
Nomination Committee of TeliaSonera in accordance with Section 4.1.3., who
shall serve at least until the closing of the General Meeting of
shareholders of TeliaSonera to be held in 2004"
The remnant of the proviso following directly after Section 4.1.2(v), from
"and provided..." to "the requirements of Section 4.1.1." shall remain
unchanged.
4. Finland and Sweden hereby acknowledge and agree that except as specifically
supplemented and amended, changed or modified hereby, the Agreement shall
remain in full force and effect in accordance with its terms.
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5. This Amendment shall be governed by and construed in accordance with the
substantive laws of Sweden. Any dispute, controversy or claim concerning
the validity, scope, meaning, construction, application or effect of this
Amendment or the breach, termination or invalidity thereof shall be finally
settled by arbitration in Helsinki in accordance with the rules of the
Finnish Central Chamber of Commerce. Each party to this Amendment shall
appoint one arbitrator and the two arbitrators shall appoint a third
arbitrator who shall be the chairman. The arbitration proceedings shall be
conducted in the English language.
This Amendment has been executed in two (2) identical counterparts, of which
each party to this Amendment has taken one (1).
In Stockholm on 16 April 2003 In Helsinki on 16 April 2003 THE KINGDOM OF SWEDEN
THE REPUBLIC OF FINLAND represented by the Ministry of Industry, represented by
the Ministry of Employment and Communications Transport and Communications
/s/ Leif Pagrotsky /s/ Kimmo Sasi
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Name: Leif Pagrotsky Name: Kimmo Sasi
Title: Minister for Industry and Trade Title: Minister of Transport and Communications
/s/ Samuli Haapasalo
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Name: Samuli Haapasalo
Title: Director General
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