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).
**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.
CUSIP No. 87960M106
--------------------------------------------------------------------------------
1. Name of Reporting Person
Government Offices of The Kingdom of Sweden
I.R.S. Identification No. 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
Sweden
--------------------------------------------------------------------------------
Number of Shares 5. Sole Voting Power 2,118,278,261
Beneficially Owned
by Each Reporting 6. Shared Voting Power 0
Person With:
7. Sole Dispositive Power 2,118,278,261
8. Shared Dispositive Power 0
--------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,118,278,261
--------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [X]
--------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9) 45.3%***
--------------------------------------------------------------------------------
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 April 30, 2003 as disclosed by TeliaSonera
AB in its Form 20-F filing with the Securities and Exchange Commission on
June 30, 2003.
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.
Name of Person Filing
(a) Government Offices of The Kingdom of Sweden
The Government Offices of The Kingdom of Sweden exist to facilitate
Swedish government business and comprise ten ministries, of which the
Ministry of Industry, Employment and Communications is one.
(b) Address of Principal Business Office or, if none, Residence
c/o The Ministry of Industry, Employment and Communications
Drottningsgatan 16, SE-103 33 Stockholm, Sweden
(c) Citizenship
Sweden
(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: 2,118,278,261
(b) Percent of class: 45.3%(1)
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 2,118,278,261
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:
2,118,278,261
(iv) Shared power to dispose or to direct the disposition of: 0
______________________
(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 Form 20-F filing with the Securities and Exchange Commission on
June 30, 2003.
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 Government Offices of The Kingdom of Sweden and The Republic of Finland
("Finland") 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 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 2 to this statement.
Pursuant to Rule 13d-5(b)(1) of the Act, the group that may be formed by
the Government Offices of The Kingdom of Sweden and Finland may be deemed
to be the beneficial owner of 2,118,278,261 Ordinary Shares beneficially
owned by the Government Offices of The Kingdom of Sweden and 891,800,231
Ordinary Shares beneficially owned by Finland, representing a total of
3,010,078,492 Ordinary Shares or approximately 64.4% of the Ordinary
Shares(2). However, the Government Offices of The Kingdom of Sweden
disclaim beneficial ownership of the Ordinary Shares beneficially owned by
Finland.
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 April 30, 2003 as disclosed by TeliaSonera AB
in its Form 20-F filing with the Securities and Exchange Commission on
June 30, 2003.
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 16, 2004
GOVERNMENT OFFICES OF THE KINGDOM OF
SWEDEN
By:/s/ Leif Pagrotsky
--------------------------------------
Name: Leif Pagrotsky
Title: Minister for Industry and Trade
EXHIBITS
Exhibit Description
1 Extract from the Minutes of a Swedish Government Meeting dated
January 23, 2003 authorising the Ministry of Industry,
Employment and Communications to sign the Schedule 13G initially
filed on February 12, 2003, together with any supplements and
amendments, on behalf of the Government Offices of The Kingdom
of Sweden (in the original Swedish with an English translation)
2 Amendment to Shareholders' Agreement dated April 16, 2003
between The Kingdom of Sweden and The Republic of Finland
amending the Shareholders' Agreement dated March 26, 2002
EXHIBIT 1
Koncept
Protokoll
vid regeringssammantrade
2003-01-23 N2003/337/SA
N2002/3707/SA (delvis)
Bemyndigande att underteckna anmalan
-------------------------------------------------------------------------------
1 bilaga
Svenska staten innehar efter Telia AB:s forvarv av Sonera Oy en agarandel
uppgaende till 46 procent i det sammanslagna bolaget TeliaSonera AB. TeliaSonera
AB ar sedan sammanslagningen den 9 december 2002 noterat pa Nasdaq National
Market i USA och bolagets aktier ar registrerade enligt bestammelserna i U.S.
Securities Exchange Act of 1934 (Exchange Act). Eftersom svenska statens
agarandel overstiger 5 procent, skall en elektronisk anmalan goras i U.S.
Securities and Exchange Commission (SEC) datasystem EDGAR senast 45 dagar efter
utgangen av det kalenderar da TeliaSonera AB registrerade bolagets aktier enligt
bestammelserna i Exchange Act. I samband med att den elektroniska anmalan gors,
arkiverar svenska staten en skriftlig, undertecknad anmalan. Utkast till anmalan
har tagits fram med den lydelse som framgar av bilagan.
Regeringen bemyndigar chefen for Naringsdepartementet eller den han satter i
sitt stalle att underteckna anmalan enligt ovan till SEC i huvudsak
overensstammande med forslaget samt eventuella tillagg och andringar i anmalan.
Utdrag till
SB
Fi/BA
Linklaters' office
translation of extract
from minutes from
meeting of the
Government
Minutes
from meeting of the Government
2003-01-23 N2002/XXXX/SA
N2001/3707/SA (partly)
Authorisation to sign notification
--------------------------------------------------------------------------------
1 appendix
Following Telia AB's acquisition of Sonera Oy, the Swedish State holds
approximately 46 per cent of the shares in the combined company TeliaSonera AB.
Since the combination of 9 December 2002, TeliaSonera AB is listed on the U.S.
Nasdaq National Market and its shares are registered under the U.S. Securities
Exchange Act of 1934 (Exchange Act). As the Swedish State's beneficial interest
in TeliaSonera AB exceeds 5 per cent, an electronic filing shall be made with
the U.S. Securities and Exchange Commission (SEC) on its EDGAR system within 45
days after the end of the calendar year in which TeliaSonera AB registered its
shares under the Exchange Act. In connection with the electronic filing, a
manually signed filing is being retained by the Swedish State. A draft
notification has been prepared in accordance with Appendix 1.
The Government authorise the Head of the Ministry of Industry, Employment and
Communications or anyone he authorises to sign the above notification to the
SEC, substantially in accordance with the draft notification, together with any
supplements and amendments to the notification.
Draft notification to
SB
Fi/BA
EXHIBIT 2
Dated 16 April 2003
Amendment
to
Shareholders' Agreement
regarding
Telia AB
by and between
The Republic of Finland
and
The Kingdom of Sweden
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.
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
Employment and Communications of Transport and Communications
/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 General