UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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, 2004
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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 5. Sole Voting Power
Shares 641,800,230
Beneficially
Owned by -----------------------------------------------
Each Reporting 6. Shared Voting Power
Person With 0
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7. Sole Dispositive Power
641,800,230
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8. Shared Dispositive Power
0
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
641,800,230
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10. Check if the Aggregate Amount in Row (9) Excludes
Certain Shares [X]
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11. Percent of Class Represented by Amount in Row (9)
13.7%***
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12. Type of Reporting Person
OO
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*** 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.
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
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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 March 31, 2004 as disclosed by TeliaSonera
AB in its Form 20-F filing with the Securities and Exchange Commission on
April 19, 2004.
(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
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(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.
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
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Name: Samuli Haapasalo
Title: Director General