Welcome to TeliaSonera’s Annual General Meeting 2014

The annual general meeting of TeliaSonera AB (publ) will be held on Wednesday,
April 2, 2014 at 2.00 pm CET at Cirkus, Djurgårdsslätten 43-45, Stockholm.
Registration for the meeting starts at 1.00 pm CET. Coffee will be served before
the meeting starts. The meeting will be interpreted into English.
Right to attend

Those wishing to attend the meeting must

  · be entered as a shareholder in the share register kept by the Swedish
central securities depository Euroclear Sweden AB on Thursday, March 27, 2014,
and
  · give notice of attendance to the Company no later than on Thursday, March
27, 2014.

Notice to the Company

Notice of attendance can be given

  · in writing to TeliaSonera AB, PO Box 7842, SE-103 98 Stockholm, Sweden,
  · by telephone +46-8-402 90 50 on weekdays between 9.00 am and 4.00 pm CET, or
  · on the Company’s website www.teliasonera.com/Investors/Annual General
Meeting
(only private individuals).

When giving notice of attendance, please state name/company name, social
security number/corporate registration number, address, telephone number (office
hours) and, where relevant, number of accompanying persons.

Shareholding in the name of a nominee

To be entitled to participate in the meeting, shareholders whose shares are
registered in the name of a nominee must register the shares in their own name
with the help of the nominee, so that the shareholder is entered in the share
register kept by Euroclear Sweden AB on Thursday, March 27, 2014. This
registration may be made temporarily. Shareholders are requested to inform the
nominee to that effect well before that day.

Since the Finnish shareholders that are registered within the Finnish book-entry
system at Euroclear Finland Oy are nominee registered at Euroclear Sweden AB,
those Finnish shareholders wishing to participate in the meeting must contact
Euroclear Finland Oy by e-mail at thy@euroclear.eu or by phone at +358 (0)20 770
6609, for registration of their shares in their own name well in advance of
Thursday, March 27, 2014.

Proxies

Shareholders represented by a proxy must issue a proxy form for the
representative. A template proxy form is available on the Company’s website
www.teliasonera.com. A proxy form issued by a legal entity must be accompanied
by a copy of the certificate of registration (or, if no certificate exists, a
corresponding document of authority) for the legal entity. To facilitate
registration at the meeting, proxy forms, certificates of registration and other
documents of authority should be submitted to the Company at the address above
no later than on Thursday, March 27, 2014.

Other information

Marie Ehrling’s and Johan Dennelind’s speeches at the meeting will be posted on
the Company’s website
www.teliasonera.com (http://www.teliasonera.com/en/investors/annual-general
-meeting/2013/10/annual-general-meeting-2014/) after the meeting.

The total number of shares and votes in the Company is 4,330,084,781 at the date
the notice is issued. At the same date, the Company does not own any treasury
shares.

At the request of any shareholder, the Board of Directors and the CEO shall
provide information at the meeting on any circumstances that may affect the
assessment of a matter on the agenda or the Company’s financial position,
provided that the Board of Directors believes it would not be of significant
detriment to the Company.

Agenda

Opening of the meeting

 1. Election of chair of the meeting
 2. Preparation and approval of voting register
 3. Adoption of agenda
 4. Election of two persons to check the minutes of the meeting together with
the chair
 5. Determination of whether the meeting has been duly convened
 6. Presentation of the annual report and the auditor’s report, the consolidated
financial statements and the auditor’s report on the consolidated financial
statements for 2013.
A description by the chair of the Board of Directors Marie Ehrling of the work
of the Board of Directors during 2013 and a speech by President and CEO Johan
Dennelind in connection herewith
 7. Resolution to adopt the income statement, the balance sheet, the
consolidated income statement and the consolidated balance sheet for 2013
 8. Resolution on appropriation of the Company’s profit as shown on the adopted
balance sheet and setting of record date for the dividend
 9. Resolution on discharge of the directors and the CEO from personal liability
towards the Company for the administration of the Company in 2013
10. Resolution on number of directors and alternate directors to be elected at
the meeting
11. Resolution on remuneration payable to the directors
12. Election of directors and any alternate directors
13. Election of chair and vice-chair of the Board of Directors
14. Resolution on number of auditors and deputy auditors
15. Resolution on remuneration payable to the auditor
16. Election of auditor and any deputy auditors
17. Election of Nomination Committee and resolution on instruction for the
Nomination Committee
18. Resolution on principles for remuneration to Group Management
19. Resolution authorizing the Board of Directors to acquire the Company’s own
shares
20. Resolution on
(a)   implementation of a long-term incentive program 2014/2017 and
(b)   hedging arrangements for the program
21. Resolution on special investigation

Closing of the meeting

Resolutions proposed by the Nomination Committee

The Nomination Committee appointed at the annual general meeting consists of the
following persons: Magnus Skåninger, chair (Swedish State), Kari Järvinen
(Solidium Oy), Jan Andersson (Swedbank Robur Funds), Per Frennberg (Alecta) and
Marie Ehrling (chair of the Board of Directors).

The Nomination Committee presents the following proposals:

  · Item 1 – Chair of the meeting: Eva Hägg, Advokat.
  · Item 10 - Number of directors and alternate directors: Until the end of the
annual general meeting 2015, eight directors with no alternate directors.
  · Item 11 - Remuneration payable to the directors: Remuneration payable to the
directors until the next annual general meeting will be SEK 1,240,000 to the
chair (previously SEK 1,200,000), SEK 750,000 to the vice-chair (unchanged) and
SEK 470,000 to each other director elected at the annual general meeting
(previously SEK 450,000). The chair of the Board of Directors’ audit committee
will receive remuneration of SEK 150,000 (unchanged) and other members of the
audit committee would receive SEK 100,000 (unchanged), and the chair of the
Board of Directors’ remuneration committee would receive SEK 65,000 (unchanged)
and other members of the remuneration committee would receive SEK 45,000
(unchanged) and the chair of the Board of Directors’ sustainability and ethics
committee will receive SEK 150,000 (unchanged) and other members of the
sustainability and ethics committee will receive SEK 100,000 (unchanged).
  · Item 12 – Election of directors: Re-election of Marie Ehrling, Mats Jansson,
Olli-Pekka Kallasvuo, Mikko Kosonen, Nina Linander, Martin Lorentzon, Per-Arne
Sandström and Kersti Strandqvist. Information of the candidates nominated by the
Nomination Committee for election to directors is available on the Company’s
website, www.teliasonera.com (http://www.teliasonera.com/en/investors/annual
-general-meeting/2013/10/annual-general-meeting-2014/).
  · Item 13 – Election of chair and vice-chair of the Board of Directors: Re
-election of Marie Ehrling as chair and Olli-Pekka Kallasvuo as vice-chair.
  · Item 14 - Number of auditors and deputy auditors: Until the end of the
annual general meeting 2015 there will be one auditor with no deputy auditors.
  · Item 15 - Remuneration payable to the auditor: Remuneration to the auditor
will be paid as per invoice.
  · Item 16 - Election of auditor: Election of the audit company Deloitte AB.
  · Item 17 - Election of Nomination Committee and resolution on instruction for
the Nomination Committee: Election of Magnus Skåninger (Swedish State), Kari
Järvinen (Solidium Oy), Jan Andersson (Swedbank Robur Funds), Per Frennberg
(Alecta) and Marie Ehrling (chair of the Board of Directors).

As regards the instruction for the Nomination Committee, the Nomination
Committee presents the following main proposals:

The Nomination Committee will nominate the chair of the annual general meeting,
the chair of the Board of Directors and other directors, and present a proposal
for remuneration, which will be specified between the chair of the Board of
Directors, other directors and, if applicable, remuneration for serving on
subcommittees. Where applicable, the Nomination Committee will also nominate
auditors and present proposed remuneration for auditors. In addition, the
Nomination Committee will nominate the members of the following year’s
Nomination Committee. The Nomination Committee will appoint replacements for any
positions vacated prematurely.

Resolutions proposed by the Board of Directors

Item 8 – Appropriation of the Company’s profit as shown on the adopted balance
sheet and setting of record date for the dividend
The Board of Directors proposes that a dividend of SEK 3.00 per share is
distributed to the shareholders and that April 7, 2014 be set as the record date
for the dividend. If the annual general meeting resolves in accordance with the
proposal, it is estimated that Euroclear Sweden AB will execute the payment on
April 10, 2014.

Item 18 – Principles for remuneration to Group Management
The Board of Directors proposes that the annual general meeting resolves on the
following principles for remuneration to Group Management. Group Management is
defined as the President and the other members of the Management Team.

The objective of the principles is to ensure that the Company can attract and
retain the best people in order to support the vision and strategy of the
Company. Remuneration to Group Management should be built on a total reward
approach and be market relevant, but not leading. The remuneration principles
should enable international hiring and should support diversity within Group
Management. The market comparison should be made against a set of peer group
companies with comparable sizes, industries and complexity. The total reward
approach should consist of fixed salary, pension benefits, conditions for notice
and severance pay and other benefits.

The fixed salary of a Group Management member should be based on competence,
responsibility and performance. The Company uses an international evaluation
system in order to evaluate the scope and responsibility of the position. Market
benchmark is conducted on a regular basis. The individual performance is
monitored and used as a basis for annual reviews of fixed salaries.

Pension and retirement benefits should be based on a defined contribution model,
which means that a premium is paid amounting to a certain percentage of the
individual’s annual salary. When deciding the size of the premium the level of
total remuneration should be considered. The level of contribution should be
benchmarked and may vary due to the composition of fixed salary and pension. The
retirement age is normally 65 years of age.

The Company provides other benefits in accordance with market practice. A Group
Management member may be entitled to a company car, health and care provisions,
etc. Internationally hired Group Management members and those who are asked to
move to another country can be offered mobility related benefits for a limited
period of time.

The termination period for a Group Management member may be up to six months (12
months for the President) when given by the employee and up to twelve months
when given by the Company. In case the termination is given by the Company the
individual may be entitled to a severance payment up to twelve months. Severance
pay shall not constitute a basis for calculation of vacation pay or pension
benefits. Termination and severance pay will also be reduced if the individual
will be entitled to pay from a new employment or if the individual will be
conducting own business during the termination period or the severance period.

The Board of Directors may make minor deviations on an individual basis from the
principles stated above.

Item 19 – Authorization for the Board of Directors to acquire the Company’s own
shares
The Board of Directors proposes that the annual general meeting authorize the
Board of Directors to, on one or more occasions before the annual general
meeting 2015, acquire the Company’s own shares on the main terms and conditions
set out below.

Acquisitions of shares may be made on NASDAQ OMX Stockholm and/or NASDAQ OMX
Helsinki or in accordance with an offer to acquire shares made to all
shareholders or by a combination of these two alternatives. The maximum number
of treasury shares held by the Company may not exceed 10 percent of all shares
in the Company. Acquisitions of shares on NASDAQ OMX Stockholm and/or NASDAQ OMX
Helsinki may only be made at a price within the spread between the highest bid
price and lowest ask price from time to time on NASDAQ OMX Stockholm and/or
NASDAQ OMX Helsinki.

If the Company considers it appropriate and suitable, shares may be acquired by
offers made to all the Company’s shareholders to purchase shares at a price
above the prevailing market price. It will then be possible, by means of
detachable sales rights (Sw. säljrätter), for the shareholders to enjoy the
value of any premium arising due to the Company acquiring shares at a price
above the market price of the share.

In order to avoid shareholders not enjoying any financial value represented by
an acquisition offer made at a premium, because they neither sell sales rights
nor participate in the acquisition offer, the Company may appoint a bank or
another financial institution (the “Bank”) which, provided it compensates
shareholders holding unexercised sales rights on expiry of the application
period, may transfer to the Company the number of shares corresponding to the
number of sales rights that would have conferred entitlement to a transfer of
such shares and for which compensation is paid. The compensation that the Bank,
where applicable, is to pay to the shareholders concerned for each unexercised
sales right must equal the lowest of (i) the difference in the price at which
the Company has acquired shares under the acquisition offer and the average
price per share that the Bank has paid to acquire the shares in question divided
by the current acquisition ratio in the acquisition offer, less the Bank’s
actual handling cost, and (ii) the compensation that may be paid per sales right
in the event of an offer of commission-free sale of sales rights.

If foreign legal and/or administrative rules significantly hinder implementation
of an acquisition offer in a particular country, the Board of Directors or its
nominee may sell sales rights on behalf of the shareholders concerned and will,
instead, pay the cash amount received on a sale carried out with due care, less
costs incurred.

The Board of Directors may decide on the other terms and conditions for the
acquisition. The Board of Directors may also authorize the chair of the Board of
Directors to make any minor adjustments that may prove necessary to carry out
the Board of Directors’ resolution to acquire the Company’s own shares.

The purpose of the proposal above is to provide the Board of Directors with an
instrument to adapt and improve the Company's capital structure and thereby
create added value for the shareholders, and to enable the Company to transfer
its own shares under long-term incentive programs approved at a general meeting.
In order to create an efficient instrument to achieve the purpose, the Board of
Directors also intends to propose that future annual general meetings of the
Company authorize the Board of Directors to acquire the Company’s own shares on
terms and conditions materially equivalent to those set forth above.

Item 20 – (a) Implementation of a long-term incentive program 2014/2017 and
(b) hedging arrangements for the program
The Board of Directors proposes that the annual general meeting resolves on (i)
implementation of a long-term incentive program 2014/2017 on the further main
terms and conditions set out in item (a) below, and (ii) hedging arrangements
for the program, in accordance with item (b) below. Definitions used below are
defined in the complete proposal of the Board of Directors.

(a)   Main terms and conditions for Performance Share Program 2014/2017

 1. Performance Share Program 2014/2017 shall comprise approximately 200 key
employees within the Group.
 2. Provided that certain performance conditions, consisting of financial
targets linked to EPS (Earnings Per Share) and TSR (Total Shareholder Return),
are met during the Performance Period, participants in Performance Share Program
2014/2017 shall be given the opportunity to receive final allotments of
Performance Shares without consideration.
 3. Performance Share Program 2014/2017 shall in total comprise no more than
2,090,000 TeliaSonera shares, which corresponds to approximately 0.05 percent of
the total number of outstanding shares in the Company.
 4. Participation in the program requires that the participant has invested in
or allocated to the program already held Saving Shares corresponding to a value
of two (2) percent of the participant’s Base Salary. Saving Shares shall
normally be acquired or allocated to the program during a period of
approximately five weeks following the publication of the Company’s Interim
Report for the first quarter 2014. In the event of recruitment of key employees
thereafter, participation in the program may be offered and acquisition or
allocation of Saving Shares may take place until the end of August 2014.
 5. The final allotments of Performance Shares will be based 50 percent on the
Company’s development in EPS for each of the financial years 2014, 2015 and
2016, in relation to EPS for the preceding financial year, and 50 percent on the
Company’s TSR during the Performance Period in relation to TSR in a peer group
of approximately ten comparable Nordic and western European telecom companies
defined by the Board of Directors.
 6. The financial targets include a minimum level which must be achieved in
order for any allotments to occur at all, as well as a maximum level in excess
of which no additional allotments will occur. Should lower financial targets
than the maximum level be achieved, a lower number of Performance Shares may
thus be allotted.
 7. Maximum preliminary EPS-based allotment of Performance Shares for each of
the financial years 2014, 2015 and 2016, shall amount to the number of
Performance Shares corresponding to approximately 5.00 percent of the Base
Salary for the key employee divided by a volume-weighted average price,
calculated as the average of the daily noted volume-weighted purchase price of
the Company’s share on NASDAQ OMX Stockholm’s official list during December for
each of the years 2013, 2014 and 2015, however not lower than SEK 26. The
maximum final EPS-based allotment of Performance Shares may not exceed annual
preliminary allotted Performance Shares, but may be below the annual preliminary
allotted Performance Shares as a result of the limitation on the maximum
financial outcome that applies for each participant as set out in item 10 below
or other reduced final allotments as decided by the Board of Directors in
accordance with item 13 below. Preliminary allotments of Performance Shares
shall normally take place in conjunction with the Board of Directors’ submission
of the Annual Report for each of the financial years 2014, 2015 and 2016.
 8. Maximum TSR-based allotment of Performance Shares, shall amount to the
number of Performance Shares corresponding to 15 percent of the Base Salary for
the key employee divided by a volume-weighted average price, calculated as the
average of the daily noted volume-weighted purchase price of the Company’s share
on NASDAQ OMX Stockholm’s official list during December 2013.
 9. Final allotments of Performance Shares will take place following the
publication of the Company’s Interim Report for the first quarter of 2017.
Rounding off shall be made to the closest whole number of Performance Shares.
10. The maximum financial outcome for a participant, and the maximum number of
Performance Shares that may finally be allotted, shall be capped at such number
of Performance Shares which aggregate market value, based on a volume-weighted
average price, calculated as the average of the daily noted volume-weighted
purchase price of the Company’s share on NASDAQ OMX Stockholm’s official list
during 20 trading days prior to the day of publication of the Interim Report for
the first quarter of 2017, corresponds to 37.5 percent of the Base Salary of the
key employee. Rounding off shall be made to the closest whole number of
Performance Shares.
11. Recalculation of final allotments of Performance Shares shall take place in
the event of an intervening bonus issue, split, rights issue and/or other
similar events.
12. A condition for final allotments of Performance Shares shall normally be
that the participant has been employed within the Group during the whole Vesting
Period and that all Saving Shares held by a participant have been kept during
such period. Upon termination of the employment within the Group during the
Vesting Period, the right to receive final allotments of Performance Shares
normally lapses. The same normally applies also in relation to the right to
receive preliminary EPS-based allotment of Performance Shares.
13. In addition to what is set out above, the Board of Directors shall under
certain circumstances be entitled to reduce final allotments of Performance
Shares or, wholly or partially, terminate Performance Share Program 2014/2017 in
advance and to make such local adjustments of the program that may be necessary
to implement the program with reasonable administrative costs and efforts in the
concerned jurisdictions, including, among other things, to offer cash settlement
as well as to waive the requirement for investing in or allocating Saving Shares
to the program for participants in such jurisdictions.
14. The Board of Directors shall be responsible for the further designing and
administration of Performance Share Program 2014/2017 within the framework of
the above stated main terms and conditions.

(b)   Transfers of own shares

Transfers of own shares to participants in Performance Share Program 2014/2017,
and to subsidiaries within the Group in order to secure their obligations to
deliver Performance Shares under the program, may be made on the following terms
and conditions.

 1. No more than 2,090,000 TeliaSonera shares may be transferred to participants
in Performance Share Program 2014/2017 as Performance Shares.
 2. Entitled to receive allotments of Performance Shares without consideration
shall be such persons within the Group being participants in Performance Share
Program 2014/2017. Further, subsidiaries shall be entitled to acquire shares
without consideration, in which case such company shall be obliged, pursuant to
the terms and conditions of Performance Share Program 2014/2017, to immediately
transfer the shares to such persons within the Group that participate in
Performance Share Program 2014/2017.
 3. Transfers of shares shall be made without consideration at the time and on
such additional terms and conditions that participants in Performance Share
Program 2014/2017 are entitled to receive final allotments of Performance
Shares, i.e. following the publication of the Company’s Interim Report for the
first quarter of 2017.
 4. The number of shares that may be transferred shall be subject to
recalculation in the event of an intervening bonus issue, share repurchase
offer, split, rights issue and/or other similar events.

The reasons for deviation from the shareholders’ preferential rights are the
following.

The transfers of own shares are integrated parts of the implementation of
Performance Share Program 2014/2017. The Board of Directors considers it to be
an advantage for the Company and the shareholders that the participants in
Performance Share Program 2014/2017 are offered to become shareholders in the
Company.

The Board of Directors’ proposes that the resolutions under items (a) and (b)
above will be voted on at the meeting as two separate resolutions. The proposal
under item (b) on the proposed hedging arrangements is conditional on the annual
general meeting having approved item (a), i.e. the implementation of the
proposed program.

Matter proposed by shareholders

Item 21 – Resolution on special investigation
At the request of one of the company’s shareholders, a proposal for special
investigation will be addressed at the meeting. The complete proposal will be
presented at the meeting.

Majority requirements

A resolution on authorization for the Board of Directors to acquire the
Company’s own shares under Item 19 will be valid only if the proposal is
supported by shareholders representing at least two-thirds of both the votes
cast and shares represented at the meeting.

A resolution on implementation of the proposed long-term incentive program under
Item 20 (a) will be valid if the proposal is supported by a simple majority of
the votes cast.

A resolution on hedging arrangements for the program under Item 20 (b) will be
valid only if the proposal is supported by shareholders representing at least
nine-tenths of both the votes cast and shares represented at the meeting.

Documents, etc.

The annual report, complete resolution proposals and any other documents to be
made available prior to the annual general meeting as required by the Swedish
Companies Act or the Swedish Code of Corporate Governance will be available at
TeliaSonera AB, Investor Relations, Stureplan 8 in Stockholm, as from Wednesday,
March 12, 2014. The documents can also be obtained from the following address:
TeliaSonera AB, Box 7842, SE-103 98 Stockholm, or by phone +46-8-402 90 50. The
documents will also be available on the Company’s website
www.teliasonera.com (http://www.teliasonera.com/en/investors/annual-general
-meeting/2013/10/annual-general-meeting-2014/) from the same date.

Stockholm, February, 2014
TeliaSonera AB (publ)
The Board of Directors