Welcome to TeliaSonera’s Annual General Meeting 2015

The annual general meeting of TeliaSonera AB (publ) will be held on Wednesday,
April 8, 2015 at 2.00 pm CET at Stockholm Waterfront Congress Centre, Nils
Ericsons plan 4, 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 Tuesday, March 31, 2015,
and
  · give notice of attendance to the Company no later than on Tuesday, March 31,
2015.

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 (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 Tuesday, March 31, 2015. 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 Tuesday, March 31, 2015.

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 Tuesday, March 31, 2015.

Other information

Marie Ehrling’s and Johan Dennelind’s speeches at the meeting will be posted on
the Company’s website www.teliasonera.com after the meeting.

The total number of shares and votes in the Company is 4,330,084,781 at the date
this 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 (i) may affect the
assessment of a matter on the agenda, (ii) may affect the assessment of the
Company’s or a subsidiary’s financial situation or (iii) concerns the Company’s
relation to another group company, 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 2014. A description by the chair of the Board of Directors Marie
Ehrling of the work of the Board of Directors during 2014 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 2014
 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 2014
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 Executive Management
19. Resolution authorizing the Board of Directors to decide on acquisition of
the Company’s own shares
20. Resolution on
(a)   implementation of a long-term incentive program 2015/2018 and
(b)   hedging arrangements for the program
21. Resolution on proposal from shareholder Thorwald Arvidsson about publication
of Norton Rose Fulbright´s report
22. Resolution on proposal from shareholder Thorwald Arvidsson regarding
(a)   “Special investigation of the Company's non-European business, both in
terms of legal, ethical and economic aspects "
(b)   “Instruction to the Board of Directors to take necessary action to – if
possible - create a serious shareholders’ association in the Company”, and
(c)   “Instruction to the Board of Directors to prepare a proposal, to be
referred to the Annual General Meeting 2016, concerning a system for giving
small and medium-sized shareholders representation in the Board of Directors of
the Company. Most likely, this requires an amendment of the Articles of
Association.”

Closing of the meeting

Resolutions proposed by the Nomination Committee

The Nomination Committee consists of the following persons: Niklas Johansson,
chair (Swedish State), Kari Järvinen (Solidium Oy), Jan Andersson (Swedbank
Robur Funds), Per Frennberg (Alecta) and Marie Ehrling (chair of the Board of
Directors). All members of the Nomination Committee were appointed at the annual
general meeting 2014, except Niklas Johansson who replaced Magnus Skåninger in
April 2014.

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 2016, 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 1,550,000 to the
chair (previously SEK 1,240,000), SEK 750,000 to the vice-chair (unchanged) and
SEK 530,000 to each other director elected at the annual general meeting
(previously SEK 470,000). The chair of the Board of Directors’ audit committee
will receive remuneration of SEK 150,000 (unchanged) and other members of the
audit committee will receive SEK 100,000 each (unchanged), the chair of the
Board of Directors’ remuneration committee will receive SEK 65,000 (unchanged)
and other members of the remuneration committee will receive SEK 45,000 each
(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 each (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.

  · 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 2016 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 Daniel Kristiansson (Swedish State), Kari
Järvinen (Solidium Oy), Jan Andersson (Swedbank Robur Funds), Anders Oscarsson
(AMF and AMF Funds) 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 (the "Committee") shall consist of five (5) to seven
(7) members. Four ordinary members shall represent the four shareholders that
are largest in terms of votes at the turn of the month that occurs immediately
prior to 30 days before the notice of the annual general meeting is issued and
which also wish to participate in the nomination process ("Nominating
Shareholders"). The Chair of the Board shall also be an ordinary member of the
Committee. The Committee may in addition to its ordinary members appoint at its
sole discretion one (1) or two (2) extraordinary members. The ordinary members
of the Committee shall be elected at the annual general meeting for a term of
office that expires at the next year's annual general meeting.

The Committee shall nominate the Chair of the annual general meeting and the
Chair of the Board and other Board Members, and present a proposal for
remuneration, which shall be specified between the Chair of the Board, other
Board Members and, if applicable, remuneration for serving on subcommittees.
Where applicable, the Committee shall also nominate auditors and present
proposed remuneration for auditors.

The Committee shall nominate the members of the following year's Committee and
shall specify the names of the Nominating Shareholders they represent. The
Committee shall review the Instruction annually and as necessary propose changes
thereto to the annual general meeting.

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

Non-restricted equity

The amount of non-restricted equity of the Company at the disposal of the annual
general meeting is SEK 68,020,453,824.

Appropriation of the Company’s profit and record date

The Board of Directors proposes that a dividend of SEK 3.00 per share, in total
SEK 12,990,254,343.00, is distributed to the shareholders and that April 10,
2015 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 15, 2015.

Item 18 – Principles for remuneration to Group Executive Management

The Board of Directors proposes that the annual general meeting 2015 resolves on
the following principles for remuneration to Group Executive Management. Group
Executive 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 purpose and strategy of the
Company. Remuneration to Group Executive 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 Executive 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.

Fixed salary

The fixed salary of a Group Executive 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

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.

Other benefits

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

Notice of termination and severance pay

The termination period for a Group Executive Management member may be up to six
(6) months (twelve (12) months for the President) when given by the employee and
up to twelve (12) 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 (12) 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 from the principles above.

Item 19 – Authorization for the Board of Directors to decide on acquisition of
the Company’s own shares

Background information and reasons

In order 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/or to give a possibility to the Company to transfer its own
shares under any long-term incentive programs approved at a general meeting, 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
2016, decide on acquisition of the Company’s own shares on the terms and
conditions set out below. In order to create an efficient instrument to achieve
this, the Board of Directors also intends to propose that future annual general
meetings of the Company authorize the Board of Directors to decide on
acquisition of the Company’s own shares on terms and conditions materially
equivalent to those set out below. At present, the Company does not own any
treasury shares.

Authorization for the Board of Directors to decide on acquisition of the
Company’s own shares

The Board of Directors proposes that the annual general meeting authorize the
Board of Directors to decide on acquisition of the Company’s own shares on the
main terms and conditions set out below.

 1. Acquisitions of shares may be made on (i) Nasdaq Stockholm and/or Nasdaq
Helsinki or (ii) in accordance with an offer to acquire shares made to all
shareholders or by a combination of these two alternatives.

 2. The authorization may be exercised on one or more occasions before the
annual general meeting 2016.

 3. A maximum number of shares may be acquired so that the Company’s holding at
any time does not exceed 10 percent of all the shares in the Company.

 4. Acquisitions of shares on Nasdaq Stockholm and/or Nasdaq 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 Stockholm and/or Nasdaq Helsinki.

 5. 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. Should this occur, it is intended that the
sales rights will be traded on Nasdaq Stockholm and Nasdaq Helsinki,
respectively.
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. If so, the Bank may acquire the
shares to be transferred to the Company, as set out above, in the market. The
Bank appointed by the Company will be identified in the Board of Directors’
resolution on a possible acquisition offer
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[1] 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.
With respect to the sales rights for which the Bank may pay compensation as set
out above, the Bank is entitled to transfer shares to the Company. An
application to transfer shares must be made no later than the day that the Board
of Directors determines following expiry of the application period for the
acquisition offer. The terms and conditions of the acquisition offer also apply
to the Bank’s transfer of shares.

 6. 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.

 7. 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.

Item 20 – (a) Implementation of a long-term incentive program 2015/2018 and
(b) hedging arrangements for the program

Background

The remuneration framework within the TeliaSonera group (the “Group”) may
consist of fixed base pay, annual variable pay, functional variable pay, long
-term incentives, pensions and other benefits. A number of key employees
participate in long-term incentive programs approved at previous annual general
meetings. All in all, these parts constitute an integrated remuneration package.
In accordance with the decisions of the annual general meetings 2010, 2011,
2012, 2013 and 2014 neither annual nor long-term variable cash remuneration is
paid to members of the TeliaSonera Group Executive Management team.

The Board of Directors has carried out a review of the 2014/2017 Performance
Share Program to ensure that it continues to meet its stated objectives – i.e.
to strengthen the ability to recruit and retain talented key employees, drive
long-term company performance, align key employees’ interests with those of the
shareholders and encourage key employee shareholding.

As a result of the review, the Board of Directors considers that a long-term
incentive program should be implemented for key employees of the Group also this
year. The long-term incentive program proposed by the Board of Directors to be
implemented during 2015, relating to the financial years 2015-2017 and that may
result in so-called performance shares being received during the spring of 2018
(the “Performance Share Program 2015/2018”), is further described below.

The Board of Directors intends to propose forthcoming annual general meetings to
implement long-term incentive programs on similar conditions that apply to the
now proposed Performance Share Program 2015/2018.

Main changes compared to the Performance Share Program 2014/2017

In order to strengthen the link to long-term company performance, as well as to
simplify and to align the program with market trends, the following main changes
are proposed to the Performance Share Program 2015/2018 as compared to the
Performance Share Program 2014/2017:

  · The employee own investment (2 percent of annual gross base salary i.e.
before taxes) requirement is removed to simplify the design of the program and
align it with market practice in countries outside Sweden, thereby improving the
Group’s ability to recruit and retain key employees internationally,

  · an EBITDA (Earnings Before Interest, Tax, Depreciation and Amortization)
target is introduced instead of the EPS target in order to improve the
participant’s line-of-sight to selected performance measures and to align the
performance measures with the Group’s strategic priorities. In addition, a three
year performance period is introduced for the EBITDA target in order to focus on
long-term Group performance, whereas the performance period for the EPS target
was one year,

  · the TSR (relative) performance condition has been retained on the same basis
as for LTI 2014/2017 with the following changes: in the Peer Group, two new
companies are added (TDC and Swisscom), one company (Telecom Austria) is removed
to improve the Peer Group relevance, and minimum vesting starts at the median
position #6, which results in minimum vesting of 7.5 percent of salary (2014
minimum vesting was 3.75 percent) to align the vesting schedule with market and
best practices, and

  · the secondary cap for monetary payout is set at 60 percent of annual base
salary.

Outline of the Performance Share Program 2015/2018

The Performance Share Program 2015/2018 shall be offered to approximately 200
key employees within the Group. Provided that certain performance conditions,
consisting of financial targets linked to EBITDA and TSR (Total Shareholder
Return), are met during the financial years 2015-2017 (the “Performance
Period”), participants in the Performance Share Program 2015/2018 shall be given
the opportunity to receive TeliaSonera shares without consideration
(“Performance Shares”).

Participants in the Performance Share Program 2015/2018 will be granted a
conditional award over Performance Shares, which is a right to receive a
specific number of such shares at a future date provided the relevant conditions
are met. The maximum number of Performance Shares which can be subject to an
award at the time of grant remains unchanged from 2014. Under the Performance
Share Program 2015/2018, the number of Performance Shares subject to an award at
the time of grant may not have an aggregate market value which exceeds 30
percent of the participant’s annual gross base salary (i.e. before taxes) per
year-end 2014 or, if a participant has become employed thereafter, the
calculated annual gross base salary for 2015 (the “2014 Base Salary”).

Further, the maximum aggregate market value of Performance Shares which can be
received by a participant following the end of the Performance Period (i.e. on
the vesting of the award when the participant becomes entitled to receive their
shares) shall not exceed 60 percent of the participant’s annual gross base
salary (i.e. before taxes) per year-end 2017 (the “2017 Base Salary”).

The receipt of Performance Shares is normally subject to continued employment
within the Group up to and including the day of publication of the Interim
report for the first quarter of 2018.

Participants will receive their Performance Shares following the publication of
the Company’s Interim report for the first quarter of 2018.

The Performance Share Program 2015/2018 shall in total comprise of no more than
3,793,200 TeliaSonera shares, which corresponds to approximately 0.08 percent of
the total number of outstanding shares in the Company.

The Board of Directors’ full proposal is set out in item (a) below.

The value of and the estimated costs for the Performance Share Program 2015/2018

The participants’ rights to receive Performance Shares under the program are not
securities and cannot be pledged or transferred to others. Neither are any
shareholders’ rights transferred to participants in the program prior to the day
when they receive their Performance Shares and become the owners of the shares.
An estimated market value of the conditional rights to receive Performance
Shares can however be calculated. The Board of Directors has calculated the
total value for the rights to receive Performance Shares under the Performance
Share Program 2015/2018 as approximately SEK 48.4 million, under the following
essential assumptions: (i) a share price of SEK 51.03 calculated as the average
of the daily noted volume-weighted purchase price of the Company´s shares on
Nasdaq Stockholm´s official list during December 2014, (ii) an annual employee
turnover of five percent, (iii) a share price appreciation of five percent per
annum, (iv) a 50 percent achievement of the TSR performance condition and (v) a
50 percent achievement of the EBITDA performance condition. The total cost under
these conditions would be SEK 77.4 million excluding the costs for the program´s
hedging measures and assuming a 60 percent mark-up for social security costs and
pensions. The costs are accounted for as staff costs (share-based benefits) over
the three year Performance Period.

If the EBITDA performance condition is achieved to 100 percent whilst
assumptions (i) through (iv) remain unchanged, the total value of the
Performance Share Program 2015/2018 is estimated to be approximately SEK 72.6
million. The total cost would in this case be SEK 116.1 million.

If EBITDA and TSR performance conditions are achieved to 100 percent, the total
value of the Performance Share Program 2015/2018 would amount to SEK 96.8
million assuming conditions (i) through (iii) remain unchanged. The total costs
would in this case amount to SEK 154.8 million.

Dilution and effects on key ratios

The Performance Share Program 2015/2018 will not entail any dilution effect, as
the program is proposed to be hedged by either treasury shares or a hedging
arrangement with a bank or another financial institution relating to already
issued shares.

The costs for the Performance Share Program 2015/2018 are expected to have a
marginal effect on the Group’s key ratios.

Preparation of the proposal

The proposal regarding the Performance Share Program 2015/2018 to the annual
general meeting 2015 has been prepared by the Company’s remuneration committee
and the Board of Directors has resolved to present this proposal to the annual
general meeting 2015.

Hedging

The Board of Directors has considered two alternative hedging methods for the
Performance Share Program 2015/2018; either (i) a hedging arrangement with a
bank or other financial institution securing delivery of shares under the
program or (ii) the transfer of shares held by the Company itself to
participants in the Performance Share Program 2015/2018. The Board of Directors
considers the latter alternative as its preferred option. However, should the
annual general meeting not approve the proposed transfer of own shares to
participants in the program, the Board of Directors may enter into a hedging
arrangement with a third party to hedge the obligations of the Company to
deliver Performance Shares under the program as set out above.

Since the social security costs are not expected to be significant in comparison
with the Company’s operating cash flow, such costs are intended to be financed
by cash and bank holdings.

The Board of Directors’ proposal for resolution

The Board of Directors proposes that the annual general meeting 2015 resolves to
(i) implement the Performance Share Program 2015/2018, based on no more than
3,793,200 Performance Shares, and on the further main terms and conditions set
out in item (a) below, and (ii) transfer own shares to participants in the
program, and to subsidiaries within the Group in order to secure their
obligations to deliver Performance Shares under the program, in accordance with
item (b) below.

(a) Main terms and conditions for the Performance Share Program 2015/2018

 1. The Performance Share Program 2015/2018 shall be offered to approximately
200 key employees within the Group who will receive a conditional award over a
number of Performance Shares (i.e. a right to receive such shares at a future
date if the relevant conditions are met) in 2015.

 2. Each participant will receive an award over a number of Performance Shares
with an aggregate market value not exceeding 30 percent of the participant’s
2014 Base Salary. The market value shall be calculated based on the average of
the daily noted volume-weighted purchase price of the Company’s shares on Nasdaq
Stockholm’s official list during December 2014.

 3. Provided that the performance conditions described below, consisting of
financial targets linked to EBITDA and TSR, are met during the Performance
Period, participants in the Performance Share Program 2015/2018 will receive the
Performance Shares subject to their award without consideration.

 4. The performance conditions applying to the awards granted under the
Performance Share Program 2015/2018 will be based 50 percent on the Company’s
growth in EBITDA[2] during the Performance Period (“EBITDA Part”) and 50 percent
on the Company’s TSR during the Performance Period (“TSR Part”) in relation to
TSR in a peer group of approximately 10 comparable Nordic and western European
telecom companies defined by the Board of Directors (“TSR Comparator Group”).[3]
 (http://connect.ne.cision.com#_ftn3)
 5. The financial targets include a minimum level which must be achieved in
order for any Performance Shares to be received at all, as well as a maximum
level in excess of which no additional Performance Shares will be received.
Should lower financial results than the maximum levels be achieved, a
proportionate lower number of Performance Shares may be received.

 6. The receipt of Performance Shares shall normally be subject to the
participant’s continued employment within the Group up to and including the day
of publication of the interim report for the first quarter 2018.

 7. Participants will receive their Performance Shares following the publication
of the Company’s interim report for the first quarter 2018. Rounding off shall
be made to the closest whole number of Performance Shares.

 8. The maximum number of Performance Shares a participant may receive under the
Performance Share Program 2015/2018 shall have an aggregate market value not
exceeding 60 percent of the participant's 2017 Base Salary. The market value
shall be calculated based on the average of the daily noted volume-weighted
purchase price of the Company’s shares on Nasdaq Stockholm’s official list
during 20 trading days prior to the day of publication of the Interim report for
the first quarter of 2018. Rounding off shall be made to the closest whole
number of Performance Shares.

 9. The Performance Share Program 2015/2018 shall in total comprise of no more
than 3,793,200 TeliaSonera shares, which corresponds to approximately 0.08
percent of the total number of outstanding shares in the Company.

10. Recalculation of the number of Performance Shares subject to an award
granted under the Performance Share Program 2015/2018 shall take place in the
event of an intervening bonus issue, share purchase offer, split, rights issue
and/or other similar events.

11. In addition to what is set out above, the Board of Directors shall under
certain circumstances be entitled to reduce the number of Performance Shares
subject to an award or, wholly or partially, terminate the Performance Share
Program 2015/2018 in advance and to make such local adjustments of the program
that may be necessary or appropriate to implement the program with reasonable
administrative costs and efforts in the concerned jurisdictions, including,
among other things, to offer cash settlement.

12. The Board of Directors shall be responsible for the further design and
administration of the Performance Share Program 2015/2018 within the framework
of the above stated main terms and conditions.

Performance conditions

EBITDA performance condition

The EBITDA performance targets set by the Board of Directors for the Performance
Period will stipulate a minimum level which must be achieved in order for any
Performance Shares to be received under the EBITDA Part at all, as well as a
maximum level in excess of which no additional Performance Shares will be
received under the EBITDA Part. The performance outcome will be determined by
the Board of Directors after the expiry of the Performance Period, in 2018. In
connection therewith the Board of Directors will also publish the EBITDA
performance results.

Relative TSR performance condition

If the Company's TSR during the Performance Period places the Company at first
or second place in the TSR Comparator Group, the participant is entitled to
receive the maximum TSR Part. If the Company's TSR during the Performance Period
places the Company below the median in the TSR Comparator Group, the participant
is not entitled to receive any of the TSR Part. If the Company's TSR during the
Performance Period places the Company at or above the median in the TSR
Comparator Group, but not at first or second place in the TSR Comparator Group,
the participant shall be entitled to receive a proportionate number of the
Performance Shares under the TSR Part as determined by the Board.

(b) Transfer of own shares

The transfer of own shares to participants in the Performance Share Program
2015/2018, 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 3,793,200 TeliaSonera shares may be transferred to participants
in the Performance Share Program 2015/2018 as Performance Shares.

 2. The entitlement to receive Performance Shares without consideration shall
only be offered to persons within the Group who are participants in the
Performance Share Program 2015/2018. In addition, subsidiaries shall be entitled
to acquire shares without consideration in order to immediately transfer such
shares to participants in the Performance Share Program 2015/2018 in accordance
with the terms and conditions of the Performance Share Program 2015/2018.

 3. The transfer of shares without consideration shall be made when the
participants are entitled to receive their Performance Shares in accordance with
the terms and conditions of the Performance Share Program 2015/2018, which will
be following the publication of the Company’s interim report for the first
quarter 2018.

 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 reason for this proposed deviation from the shareholders’ preferential
rights is because the transfer of own shares is an integral part of the
implementation of the Performance Share Program 2015/2018 and the Board of
Directors considers that the implementation of the Performance Share Program
2015/2018 will be to the advantage of the Company and the shareholders as it
offers participants the opportunity 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 annual general 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 – Proposal from shareholder Thorwald Arvidsson about publication of
Norton Rose Fulbright´s report

Proposal from shareholder Thorwald Arvidsson that the annual general meeting
must deal with the question of publishing the full report drawn up by the law
firm Norton Rose Fulbright.

The Board of Directors recommends the shareholders to vote against the
shareholder proposal.

Item 22 - Proposal from shareholder Thorwald Arvidsson

The proposals are set out in item 22 of the proposed agenda.

Majority requirements

A resolution on authorization for the Board of Directors to decide on
acquisition of 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.

Information regarding all board members proposed to the Board of Directors of
TeliaSonera AB as well as the Nomination Committee’s proposals and motivated
opinion are available on the Company’s website. The Annual and Sustainability
Report, the audit report and other documents will be held available at the
TeliaSonera AB, Investor Relations, Stureplan 8 in Stockholm, as from Wednesday,
March 18, 2015. 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
from the same date.

Stockholm, March, 2015
TeliaSonera AB (publ)
The Board of Directors

TeliaSonera AB discloses the information provided herein pursuant to the Swedish
Securities Markets Act and/or the Swedish Financial Instrument Trading Act. The
information was submitted for publication at 1 p.m. CET on March 3, 2015.

For more information, please contact the TeliaSonera press office +46 771 77 58
30, press@teliasonera.com, visit our
Newsroom (http://www.teliasonera.com/en/newsroom/) or follow us on Twitter
@TeliaSoneraAB (https://twitter.com/TeliaSoneraAB).

Forward-Looking Statements
Statements made in the press release relating to future status or circumstances,
including future performance and other trend projections are forward-looking
statements. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that will
occur in the future. There can be no assurance that actual results will not
differ materially from those expressed or implied by these forward-looking
statements due to many factors, many of which are outside the control of
TeliaSonera.

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[1] The number of shares (and thereby normally also the number of sales rights)
required for the transfer of one share to the Company.

[2] EBITDA is defined as Earnings Before Interest, Taxes, Depreciation and
Amortization, with a possibility for the Board of Directors to make adjustments
for extraordinary events and/or exchange rate fluctuations.

[3] TSR is equal to the overall return a shareholder would receive on his or her
shareholding taking into account both share price appreciation and dividends (if
any). When calculating TSR, an average TSR-index number for December 2014 shall
be compared with December 2017 for the Company and for the companies included in
the peer group defined by the Board of Directors. The peer group presently
consists of Telenor ASA, Elisa Oyj, Tele2 AB, KPN N.V., Orange S.A., Deutsche
Telekom AG, Vodafone Group Plc, Telefonica S.A., TDC A/S and Swisscom AG.