Maailman talousfoorumin (WEF) puheenjohtaja Klaus Schwab lipsautti pari vuotta sitten, kuinka tulevaisuudessa maailmassa saattaisi tulla tällainen massiivisen suuri kyberisku, jonka seurauksena koko internet verkot ja sähköverkot lamaantuisivat ja se saisi koronakriisin näyttämään melko pieneltä.From Gab: 'WEF - Klaus Schwab, warning of the next ‘pandemic’, a cyber attack so vast it disconnects the internet.
— sri_chakra (@hetipungava) January 14, 2023
The new internet will only be accessible to those with biometric digital ID.
Almost as if this is a plan 🤷♀️' pic.twitter.com/7Htu9P6vgf
Nyt MTV UUTISET raportoi, että kuinka kuulemma maailmalla on nyt havaittu suuria IT-ongelmia.
Mutta seurataas sitten rahavanoja, niin mikäs yhtiö siitä kyseisestä tietoturvayhtiöstä omistaa sen 6.79 % ? Vanguard
Tämän näköinen setä (Jack Bogle) sen Vanguard sijoitusyhtiön aikanaan perusti 1. toukokuuta vuonna 1975
Kuitenkin tämän tulevan pankkikriisin keskus tulee olemaan USA:n keskuspankki, koska se on toiminut jo salaisesti myös 1. tammikuuta 1995 lähtien myös Suomenkin valtion talouden hoitajana, koska Suomi luovutti sinne ne valtion valuutanpainamisen oikeudet, koska nämä samat pankkiiriroistot hallinnoivat myös tätä Euroopan Keskuspankkia, jota hallinnoidaan aina salaisesti Republic of Finlandin pankkitiliä New Yorkissa.
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
TeliaSonera AB
----------------
(Name of Issuer)
Ordinary Shares, nominal value SEK 3.20 per share
-------------------------------------------------
(Title of Class of Securities)
**
--------------
(CUSIP Number)
December 31, 2005
-------------------------------------------------------
(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).
** 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.
================================================================================
<PAGE>
CUSIP No. The ordinary shares of TeliaSonera AB are not traded in U.S. markets
and have not been assigned a CUSIP number.
--------------------------------------------------------------------------------
1. Names of Reporting Persons. The Republic of Finland
I.R.S. Identification Nos. of above persons (entities only). Not
Applicable
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) X
(b)
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Finland
--------------------------------------------------------------------------------
5. Sole Voting Power
616,128,221
----------------------------------------------------------
Number of 6. Shared Voting Power
Shares 0
Beneficially
Owned by ----------------------------------------------------------
Each Reporting 7. Sole Dispositive Power
Person With 616,128,221
----------------------------------------------------------
8. Shared Dispositive Power
0
--------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
616,128,221
--------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[X]
<PAGE>
--------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row
(9) 13.2%(***)
--------------------------------------------------------------------------------
12. Type of Reporting Person
OO
----------
(***) Based on 4,675,232,069 ordinary shares, nominal value SEK 3.20 per share,
of TeliaSonera AB outstanding on December 31, 2004 as disclosed by
TeliaSonera AB in its Form 20-F filing with the Securities and Exchange
Commission on April 7, 2005. This total number of shares remains
unchanged. However, the Republic of Finland's percentage of shares has
decreased since December 31, 2004 because of a repurchase program of
TeliaSonera AB. For information on the repurchase program, see Form 6-K
filed with the Securities and Exchange Commission on June 23, 2005
disclosing the completion of the repurchase program decided by the Board
of Directors of TeliaSonera AB on April 26, 2005.
<PAGE>
SCHEDULE 13G
ITEM 1.
(a) Name of Issuer
TeliaSonera AB
(b) Address of Issuer's Principal Executive Offices
Sturegatan 1, S-106 63 Stockholm, Sweden
ITEM 2.
(a) Name of Person Filing
The Republic of Finland
(b) Address of Principal Business Office or, if none, Residence
c/o The Finnish Ministry of Trade and Industry
Aleksanterinkatu 4, FI-00023 Government, Finland
(c) Citizenship
Finland
(d) Title of Class of Securities
Ordinary shares, nominal value SEK 3.20 per share ("Ordinary
Shares")
(e) CUSIP Number
The Ordinary Shares are not traded in U.S. markets and have not
been assigned a CUSIP number.
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.
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 616,128,221
(b) Percent of class: 13.2%(1)
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 616,128,221
(ii) Shared power to vote or to direct the vote: 0
----------
(1) Based on 4,675,232,069 ordinary shares, nominal value SEK 3.20 per share,
of TeliaSonera AB outstanding on December 31, 2004 as disclosed by
TeliaSonera AB in its Form 20-F filing with the Securities and Exchange
Commission on April 7, 2005. This total number of shares remains
unchanged. However, the Republic of Finland's percentage of shares has
decreased since December 31, 2004 because of a repurchase program of
TeliaSonera AB. For information on the repurchase program, see Form 6-K
filed with the Securities and Exchange Commission on June 23, 2005
disclosing the completion of the repurchase program decided by the Board
of Directors of TeliaSonera AB on April 26, 2005.
<PAGE>
(iii) Sole power to dispose or to direct the disposition of:
616,128,221
(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 Amendment No. 1 to Schedule 13G filed
with the Securities and Exchange Commission by the Government of Finland on
February 13, 2004 and by the Amendment II to the Shareholders' Agreement dated
October 12, 2004 attached as Exhibit 1 to Schedule 13G filed with the Securities
and Exchanges Commission by the Government of Finland on February 14, 2005 with
respect to TeliaSonera AB.
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 616,128,221 Ordinary Shares beneficially owned by The Republic of
Finland and 2,033,547,131 Ordinary Shares beneficially owned by The Kingdom of
Sweden, representing a total of 2,649,675,352 Ordinary Shares or approximately
56.7% of the Ordinary Shares.(2) However, the Republic of Finland disclaims
beneficial ownership of the Ordinary Shares beneficially owned by The Kingdom of
Sweden.
ITEM 9. Notice of Dissolution of Group
Not Applicable
ITEM 10. Certification
Not Applicable
----------
(2) Based on 4,675,232,069 ordinary shares, nominal value SEK 3.20 per share,
of TeliaSonera AB outstanding on December 31, 2004 as disclosed by
TeliaSonera AB in its Form 20-F filing with the Securities and Exchange
Commission on April 7, 2005. This total number of shares remains
unchanged. However, the Republic of Finland's percentage of shares has
decreased since December 31, 2004 because of a repurchase program of
TeliaSonera AB. For information on the repurchase program, see Form 6-K
filed with the Securities and Exchange Commission on June 23, 2005
disclosing the completion of the repurchase program decided by the Board
of Directors of TeliaSonera AB on April 26, 2005.
<PAGE>
SIGNATURE
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, 2006
THE REPUBLIC OF FINLAND
By: /s/ Markku Tapio
------------------------------
Name: Markku Tapio
Title: Director General
By: /s/ Arto Honkaniemi
------------------------------
Name: Arto Honkaniemi
Title: Industrial Counsellor UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
TeliaSonera AB
--------------------------------------------------------------------------------
(Name of Issuer)
Ordinary Shares, nominal value SEK 3.20 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
87960M106**
--------------------------------------------------------------------------------
(CUSIP Number)
December 31, 2004
--------------------------------------------------------------------------------
(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.
<PAGE>
CUSIP No. 87960M106
--------------------------------------------------------------------------------
1. Names of Reporting Persons. The Republic of Finland
I.R.S. Identification Nos. of above persons (entities only).
Not Applicable
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) X
(b)
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Finland
--------------------------------------------------------------------------------
Number of 5. Sole Voting Power
Shares 641,800,230
Beneficially
Owned by -----------------------------------------------
Each Reporting 6. Shared Voting Power
Person With 0
-----------------------------------------------
7. Sole Dispositive Power
641,800,230
-----------------------------------------------
8. Shared Dispositive Power
0
--------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
641,800,230
--------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes
Certain Shares [X]
--------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
13.7%***
--------------------------------------------------------------------------------
12. Type of Reporting Person
OO
-------------------------
*** Based on 4,675,232,069 ordinary shares, nominal value SEK 3.20 per share,
of TeliaSonera AB outstanding on March 31, 2004 as disclosed by TeliaSonera
AB in its Form 20-F filing with the Securities and Exchange Commission on
April 19, 2004.
<PAGE>
SCHEDULE 13G
Item 1.
(a) Name of Issuer
TeliaSonera AB
(b) Address of Issuer's Principal Executive Offices
Sturegatan 1, S-106 63 Stockholm, Sweden
Item 2.
(a) Name of Person Filing
The Republic of Finland
(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
(c) Citizenship
Finland
(d) Title of Class of Securities
Ordinary shares, nominal value SEK 3.20 per share ("Ordinary
Shares")
(e) CUSIP Number
The Ordinary Shares are not traded in U.S. markets and have not
been assigned a CUSIP number. However, 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.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in
Item 1.
(a) Amount beneficially owned: 641,800,230
(b) Percent of class: 13.7%(1)
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 641,800,230
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:
641,800,230
----------------------------------
(1) Based on 4,675,232,069 ordinary shares, nominal value SEK 3.20 per share,
of TeliaSonera AB outstanding on March 31, 2004 as disclosed by TeliaSonera
AB in its Form 20-F filing with the Securities and Exchange Commission on
April 19, 2004.
<PAGE>
(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 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 Amendment No. 1 to Schedule 13G filed with the Securities and
Exchange Commission by The Government of Finland on February 13,
2004, and by the Amendment II to the Shareholders' Agreement dated
October 12, 2004 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 641,800,230 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 2,760,078,491 Ordinary Shares or
approximately 59% of the Ordinary Shares.(2) However, the Republic
of Finland disclaims beneficial ownership of the Ordinary Shares
beneficially owned by The Kingdom of Sweden.
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
Not Applicable
------------------------------
(2) Based on 4,675,232,069 ordinary shares, nominal value SEK 3.20 per share,
of TeliaSonera AB outstanding on March 31, 2004 as disclosed by
TeliaSonera AB in its Form 20-F filing with the Securities and Exchange
Commission on April 19, 2004.
<PAGE>
SIGNATURE
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 14, 2005
THE REPUBLIC OF FINLAND
By: /s/ Samuli Haapasalo
----------------------------------------
Name: Samuli Haapasalo
Title: Director General UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
TeliaSonera AB
----------------
(Name of Issuer)
Ordinary shares, nominal value SEK 3.20 per share
-------------------------------------------------
(Title of Class of Securities)
87960M106**
--------------
(CUSIP Number)
December 31, 2003
-------------------------------------------------------
(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.
<PAGE>
CUSIP No. 87960M106
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
The Republic of Finland
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not
Applicable
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Finland
--------------------------------------------------------------------------------
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH 891,800,231
REPORTING PERSON ------------------------------------------------------------
WITH 6 SHARED VOTING POWER
0
------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
891,800,231
------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
891,800,231
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.1%(1)
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
(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.
-2-
<PAGE>
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
-3-
<PAGE>
(b) Percent of class: 19.1%<F1>
(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%<F2> of the Ordinary Shares. However, The
Republic of
---------------
<F1> 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.
<F2> 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.
-4-
<PAGE>
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
-5-
<PAGE>
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
-6-
<PAGE>
EXHIBITS
Exhibit Description
1 Amendment to Shareholders' Agreement dated April 16, 2003 between
The Republic of Finland and The Kingdom of Sweden
-7-
<PAGE>
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
================================================================================
-8-
<PAGE>
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.
-9-
<PAGE>
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
<TABLE>
<S> <C>
/s/ Leif Pagrotsky /s/ Kimmo Sasi
------------------------------------------------------- -----------------------------------------------------
Name: Leif Pagrotsky Name: Kimmo Sasi
Title: Minister for Industry and Trade Title: Minister of Transport and Communications
/s/ Samuli Haapasalo
-----------------------------------------------------
Name: Samuli Haapasalo
Title: Director GeneralUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
TeliaSonera AB
Ordinary shares, nominal value SEK 3.20 per share
87960M106**
December 31, 2002
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1 (b)
o 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 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.
| 13G | |||||||
| CUSIP No. 87960M106 | |||||||
| 1 | NAMES OF REPORTING PERSONS The Republic of Finland | ||||||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not Applicable | |||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x | |||||
| (b) o | |||||||
| 3 | SEC USE ONLY | ||||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||
| Finland | |||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | |||||||
| 5 | SOLE VOTING POWER 891,800,231 | ||||||
| 6 | SHARED VOTING POWER 0 | ||||||
| 7 | SOLE DISPOSITIVE POWER 891,800,231 | ||||||
| 8 | SHARED DISPOSITIVE POWER 0 | ||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 891,800,231 | ||||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | x | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 19.1%(1) | ||||||
| 12 | TYPE OF REPORTING PERSON OO | ||||||
| (1) | Based on 4,675,232,069 ordinary shares, nominal value SEK 3.20 per share, of TeliaSonera AB outstanding on February 10, 2003 as disclosed by TeliaSonera AB in its filing with the Securities and Exchange Commission pursuant to Rule 425 under the Securities Act of 1933 on February 10, 2003. | ||||||
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SCHEDULE 13G
| Item 1 | (a) | Name of Issuer: | |
| TEIASONERA AB | |||
| Item 1 | (b) | Address of Issuer’s Principal Executive Offices: | |
| MÅRBACKAGATAN 11 SE 123 86 FARSTA 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 ETELÄESPLANADI 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 §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||
| NOT APPLICABLE | |||
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13G
| Item 4. | Ownership: | |||||
| (a) | Amount beneficially owned: 891,800,231 | |||||
| (b) | Percent of class: 19.1%(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. | ||||||
| Pursuant to Rule 13d-5(b)(1) of the Act, the group that may be formed by The Republic of Finland 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%(2) of the Ordinary Shares. However, The Republic of Finland disclaims beneficial ownership of the Ordinary Shares beneficially owned by The Kingdom of Sweden. | ||||||
| Item 9. | Notice of Dissolution of Group. | |||||
| NOT APPLICABLE | ||||||
| (1) | Based on 4,675,232,069 ordinary shares, nominal value SEK 3.20 per share, of TeliaSonera AB outstanding on February 10, 2003 as disclosed by TeliaSonera AB in its filing with the Securities and Exchange Commission pursuant to Rule 425 under the Securities Act of 1933 on February 10, 2003. | |||||
| (2) | Based on 4,675,232,069 ordinary shares, nominal value SEK 3.20 per share, of TeliaSonera AB outstanding on February 10, 2003 as disclosed by TeliaSonera AB in its filing with the Securities and Exchange Commission pursuant to Rule 425 under the Securities Act of 1933 on February 10, 2003. | |||||
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13G
| Item 10. | Certifications. | ||
Not applicable. | |||
SIGNATURE
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 14, 2003 |
| THE REPUBLIC OF FINLAND | |
| By: | /s/ Kimmo I. Sasi |
| Name: | Kimmo I. Sasi |
| Title: | Minister of Transport and Communications |
| By: | /s/ Samuli Haapasalo |
| Name: | Samuli Haapasalo |
| Title: | Director-General |
As filed with the Securities and Exchange Commission on October 16, 2008
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
of
TELIASONERA AB
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer’s name into English)
Sweden
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its charter)
One Wall Street, New York, N.Y. 10286
Telephone (212) 495-1727
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
The Bank of New York Mellon
ADR Division
One Wall Street, 29th Floor
New York, N.Y. 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3010
It is proposed that this filing become effective under Rule 466
[X] immediately upon filing
[ ] on (Date) at (Time)
If a separate statement has been filed to register the deposited shares, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of each class | Amount to be registered | Proposed | Proposed | Amount of registration fee |
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing Two (2) Shares of Common Stock, No Par Value, of Teliasonera AB. | 100,000,000 American Depositary Shares | $0.05 | $5,000,000 | $196.50 |
(1)
Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.
The prospectus consists of the proposed form of American Depositary Receipt filed as Exhibit 1 to this Registration Statement which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
Item- 1 Description of Securities to be Registered
Location in Form
of Receipt Filed
Item Number and Caption
Herewith as Prospectus
1.
Name and address of depositary
Introductory Article
2.
Title of American Depositary
Face of Receipt, top
Receipts and identity of
center
deposited securities
Terms of Deposit:
(i) The amount of deposited
Face of Receipt, upper
securities represented by
right corner
one unit of American
Depositary Receipts
(ii) The procedure for voting,
Articles number
if any, the deposited securities
7 and 12
(iii) The collection and
Articles number
distribution of dividends
8 and 13
(iv) The transmission of
Article number 7
notices, reports and
proxy soliciting material
(v) The sale or exercise of rights
Articles number 4 and 8
(vi) The deposit or sale of
Articles number
securities resulting
8 and 11
from dividends, splits
or plans of reorganization
(vii) Amendment, extension or
Article number 13
termination of the deposit agreement
(viii) Rights of holders of
Article number 2
Receipts to inspect the transfer
books of the depositary and the
list of holders of Receipts
(ix) Restrictions upon the right
to deposit or withdraw the underlying
Articles, number 1,3,
securities
11, 15, and 16
(x) Limitation upon the liability of
Articles number 4, 5, 10,
of the depositary
and 12
Item- 2
Available Information
Public reports furnished
Article number 7
by issuer.
Part II- Information Not Required in Prospectus.
Item-3
Exhibits
1.
Form of Deposit Agreement – The Deposit Agreement relating to the American Depositary Receipts registered hereunder is contained in the form of Receipt itself, which is filed herewith as Exhibit 1.
4.
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed herewith as Exhibit 4.
5.
Certification under Rule 466. – Filed herewith as Exhibit 5.
Item-4
Undertakings
(a)
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADRs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
(b)
If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADR thirty days before any change in the fee schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on October 16, 2008.
Legal entity created by the agreement for this
issuance of American Depositary Receipts for
Common Stock, No Par Value, of Teliasonera AB.
By: The Bank of New York Mellon,
As Depositary
By: /s/ Michael F. Finck
Name: Michael F. Finck
Title: Managing Director
INDEX TO EXHIBITS
Exhibit
Number
1
Form of Deposit Agreement relating to the American Depositary Receipts registered hereunder is contained in the form of American Depositary Receipt itself.
4
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to the legality of the securities being registered.
5
Certification under Rule 466.