EXHIBITS
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Exhibit Description
1 Amendment II to Shareholders' Agreement dated October 12, 2004
between The Republic of Finland and The Kingdom of Sweden
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Dated 12 October 2004
Amendment II
to
Shareholders' Agreement
regarding
Telia AB
by and between
The Republic of Finland
and
The Kingdom of Sweden
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This Amendment to the Shareholders' Agreement (this "Amendment II") is entered
into on this 12 day of October, 2004, 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 agreed on an amendment to the Agreement on 16 April
2003 (the "Amendment"), and now desire to make certain further amendments to the
Agreement;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Section 4.1.2(i) of the Agreement is hereby replaced by the following:
"▇▇▇ von Weymarn, a current member of the Board of Directors of
TeliaSonera, shall be appointed, and shall serve as, 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";
2. The proviso in Section 4.1.2 (first paragraph on page 3 in the Agreement)
where it reads ", subject to such proviso," is hereby replaced by the
following:
",subject to such proviso (as stated in the Agreement prior to the
Amendment),"
3. The first sentence of Section 4.1.3 is hereby replaced by the following
sentence:
"Effective upon the completion of the Exchange Offer and at least until the
Annual General Meeting of shareholders of TeliaSonera to be held in 2005,
the Board of Directors of TeliaSonera shall have a Nomination Committee
comprised of the Chairman of the Board of Directors of TeliaSonera and the
Deputy Chairman of the Board of Directors of TeliaSonera."
4. Finland and Sweden hereby acknowledge and agree that except as specifically
supplemented and amended, changed or modified through the Amendment and
Amendment II, 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.
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This Amendment has been executed in two (2) identical counterparts, of
which each party to this Amendment has taken one (1).
In Stockholm on 12 October 2004 In Helsinki on 15 September 2004
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
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Minister for Industry and Trade Title: Minister of Transport and
Communications
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/s/ Samuli Haapasalo
Name: Samuli Haapasalo
Title: Director-General