Maailman talousfoorumin (WEF) puheenjohtaja Klaus Schwab lipsautti pari vuotta sitten, kuinka tulevaisuudessa maailmassa saattaisi tulla tällainen massiivisen suuri kyberisku, jonka seurauksena koko internet verkot ja sähköverkot lamaantuisivat ja se saisi koronakriisin näyttämään melko pieneltä.From Gab: 'WEF - Klaus Schwab, warning of the next ‘pandemic’, a cyber attack so vast it disconnects the internet.
— sri_chakra (@hetipungava) January 14, 2023
The new internet will only be accessible to those with biometric digital ID.
Almost as if this is a plan 🤷♀️' pic.twitter.com/7Htu9P6vgf
Nyt MTV UUTISET raportoi, että kuinka kuulemma maailmalla on nyt havaittu suuria IT-ongelmia.
Mutta seurataas sitten rahavanoja, niin mikäs yhtiö siitä kyseisestä tietoturvayhtiöstä omistaa sen 6.79 % ? Vanguard
Tämän näköinen setä (Jack Bogle) sen Vanguard sijoitusyhtiön aikanaan perusti 1. toukokuuta vuonna 1975
Kuitenkin tämän tulevan pankkikriisin keskus tulee olemaan USA:n keskuspankki, koska se on toiminut jo salaisesti myös 1. tammikuuta 1995 lähtien myös Suomenkin valtion talouden hoitajana, koska Suomi luovutti sinne ne valtion valuutanpainamisen oikeudet, koska nämä samat pankkiiriroistot hallinnoivat myös tätä Euroopan Keskuspankkia, jota hallinnoidaan aina salaisesti Republic of Finlandin pankkitiliä New Yorkissa.
================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* TeliaSonera AB ---------------- (Name of Issuer) Ordinary Shares, nominal value SEK 3.20 per share ------------------------------------------------- (Title of Class of Securities) ** -------------- (CUSIP Number) December 31, 2005 ------------------------------------------------------- (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, 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. ================================================================================ <PAGE> CUSIP No. The ordinary shares of TeliaSonera AB are not traded in U.S. markets and have not been assigned a CUSIP number. -------------------------------------------------------------------------------- 1. Names of Reporting Persons. The Republic of Finland I.R.S. Identification Nos. 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 Finland -------------------------------------------------------------------------------- 5. Sole Voting Power 616,128,221 ---------------------------------------------------------- Number of 6. Shared Voting Power Shares 0 Beneficially Owned by ---------------------------------------------------------- Each Reporting 7. Sole Dispositive Power Person With 616,128,221 ---------------------------------------------------------- 8. Shared Dispositive Power 0 -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 616,128,221 -------------------------------------------------------------------------------- 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [X] <PAGE> -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) 13.2%(***) -------------------------------------------------------------------------------- 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 December 31, 2004 as disclosed by TeliaSonera AB in its Form 20-F filing with the Securities and Exchange Commission on April 7, 2005. This total number of shares remains unchanged. However, the Republic of Finland's percentage of shares has decreased since December 31, 2004 because of a repurchase program of TeliaSonera AB. For information on the repurchase program, see Form 6-K filed with the Securities and Exchange Commission on June 23, 2005 disclosing the completion of the repurchase program decided by the Board of Directors of TeliaSonera AB on April 26, 2005. <PAGE> 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 Trade and Industry Aleksanterinkatu 4, FI-00023 Government, 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. 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: 616,128,221 (b) Percent of class: 13.2%(1) (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 616,128,221 (ii) Shared power to vote or to direct the vote: 0 ---------- (1) Based on 4,675,232,069 ordinary shares, nominal value SEK 3.20 per share, of TeliaSonera AB outstanding on December 31, 2004 as disclosed by TeliaSonera AB in its Form 20-F filing with the Securities and Exchange Commission on April 7, 2005. This total number of shares remains unchanged. However, the Republic of Finland's percentage of shares has decreased since December 31, 2004 because of a repurchase program of TeliaSonera AB. For information on the repurchase program, see Form 6-K filed with the Securities and Exchange Commission on June 23, 2005 disclosing the completion of the repurchase program decided by the Board of Directors of TeliaSonera AB on April 26, 2005. <PAGE> (iii) Sole power to dispose or to direct the disposition of: 616,128,221 (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 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 Schedule 13G filed with the Securities and Exchanges Commission by the Government of Finland on February 14, 2005 with respect to TeliaSonera AB. 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 616,128,221 Ordinary Shares beneficially owned by The Republic of Finland and 2,033,547,131 Ordinary Shares beneficially owned by The Kingdom of Sweden, representing a total of 2,649,675,352 Ordinary Shares or approximately 56.7% 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 ---------- (2) Based on 4,675,232,069 ordinary shares, nominal value SEK 3.20 per share, of TeliaSonera AB outstanding on December 31, 2004 as disclosed by TeliaSonera AB in its Form 20-F filing with the Securities and Exchange Commission on April 7, 2005. This total number of shares remains unchanged. However, the Republic of Finland's percentage of shares has decreased since December 31, 2004 because of a repurchase program of TeliaSonera AB. For information on the repurchase program, see Form 6-K filed with the Securities and Exchange Commission on June 23, 2005 disclosing the completion of the repurchase program decided by the Board of Directors of TeliaSonera AB on April 26, 2005. <PAGE> 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 13, 2006 THE REPUBLIC OF FINLAND By: /s/ Markku Tapio ------------------------------ Name: Markku Tapio Title: Director General By: /s/ Arto Honkaniemi ------------------------------ Name: Arto Honkaniemi Title: Industrial Counsellor
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* TeliaSonera AB -------------------------------------------------------------------------------- (Name of Issuer) Ordinary Shares, nominal value SEK 3.20 per share -------------------------------------------------------------------------------- (Title of Class of Securities) 87960M106** -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2004 -------------------------------------------------------------------------------- (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. <PAGE> CUSIP No. 87960M106 -------------------------------------------------------------------------------- 1. Names of Reporting Persons. The Republic of Finland I.R.S. Identification Nos. 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 Finland -------------------------------------------------------------------------------- Number of 5. Sole Voting Power Shares 641,800,230 Beneficially Owned by ----------------------------------------------- Each Reporting 6. Shared Voting Power Person With 0 ----------------------------------------------- 7. Sole Dispositive Power 641,800,230 ----------------------------------------------- 8. Shared Dispositive Power 0 -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 641,800,230 -------------------------------------------------------------------------------- 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [X] -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) 13.7%*** -------------------------------------------------------------------------------- 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 March 31, 2004 as disclosed by TeliaSonera AB in its Form 20-F filing with the Securities and Exchange Commission on April 19, 2004. <PAGE> 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 ---------------------------------- (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. <PAGE> (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 ------------------------------ (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. <PAGE> 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 ---------------------------------------- Name: Samuli Haapasalo Title: Director General
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). **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. <PAGE> CUSIP No. 87960M106 -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS The Republic of Finland I.R.S. IDENTIFICATION NOS. 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 Finland -------------------------------------------------------------------------------- NUMBER OF SHARES 5 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH 891,800,231 REPORTING PERSON ------------------------------------------------------------ WITH 6 SHARED VOTING POWER 0 ------------------------------------------------------------ 7 SOLE DISPOSITIVE POWER 891,800,231 ------------------------------------------------------------ 8 SHARED DISPOSITIVE POWER 0 -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 891,800,231 -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.1%(1) -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO -------------------------------------------------------------------------------- (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 20-F filing with the Securities and Exchange Commission on June 30, 2003. -2- <PAGE> SCHEDULE 13G Item 1(a) Name of Issuer: TELIASONERA AB Item 1(b) Address of Issuer's Principal Executive Offices: STUREGATAN 1 SE-106 63 STOCKHOLM SWEDEN Item 2(a) Name of Persons Filing: THE REPUBLIC OF FINLAND Item 2(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 Item 2(c) Citizenship: FINLAND Item 2(d) Title of Class of Securities: Ordinary shares, nominal value SEK 3.20 per share ("Ordinary Shares") Item 2(e) CUSIP Number: The Ordinary Shares, which are not traded on U.S. markets, have not been assigned a CUSIP number. 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: (a) Amount beneficially owned: 891,800,231 -3- <PAGE> (b) Percent of class: 19.1%<F1> (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 891,800,231 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 891,800,231 (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 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 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 891,800,231 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 3,010,078,492 Ordinary Shares or approximately 64.4%<F2> of the Ordinary Shares. However, The Republic of --------------- <F1> 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 20-F filing with the Securities and Exchange Commission on June 30, 2003. <F2> 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 20-F filing with the Securities and Exchange Commission on June 30, 2003. -4- <PAGE> Finland disclaims beneficial ownership of the Ordinary Shares beneficially owned by The Kingdom of Sweden. Item 9. Notice of Dissolution of the Group NOT APPLICABLE Item 10. Certifications NOT APPLICABLE -5- <PAGE> SIGNATURES 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 13, 2004 THE REPUBLIC OF FINLAND By: /s/ Samuli Haapasalo -------------------------------------- Name: Samuli Haapasalo Title: Director General -6- <PAGE> EXHIBITS Exhibit Description 1 Amendment to Shareholders' Agreement dated April 16, 2003 between The Republic of Finland and The Kingdom of Sweden -7- <PAGE> EXHIBIT 1 Dated 16 April 2003 ================================================================================ Amendment to Shareholders' Agreement regarding Telia AB by and between The Republic of Finland and The Kingdom of Sweden ================================================================================ -8- <PAGE> 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. -9- <PAGE> 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 of Employment and Communications Transport and Communications <TABLE> <S> <C> /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
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
TeliaSonera AB
Ordinary shares, nominal value SEK 3.20 per share
87960M106**
December 31, 2002
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1 (b)
o 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 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.
13G | |||||||
CUSIP No. 87960M106 | |||||||
1 | NAMES OF REPORTING PERSONS The Republic of Finland | ||||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not Applicable | |||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x | |||||
(b) o | |||||||
3 | SEC USE ONLY | ||||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||
Finland | |||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | |||||||
5 | SOLE VOTING POWER 891,800,231 | ||||||
6 | SHARED VOTING POWER 0 | ||||||
7 | SOLE DISPOSITIVE POWER 891,800,231 | ||||||
8 | SHARED DISPOSITIVE POWER 0 | ||||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 891,800,231 | ||||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | x | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 19.1%(1) | ||||||
12 | TYPE OF REPORTING PERSON OO | ||||||
(1) | Based on 4,675,232,069 ordinary shares, nominal value SEK 3.20 per share, of TeliaSonera AB outstanding on February 10, 2003 as disclosed by TeliaSonera AB in its filing with the Securities and Exchange Commission pursuant to Rule 425 under the Securities Act of 1933 on February 10, 2003. |
-2-
SCHEDULE 13G
Item 1 | (a) | Name of Issuer: | |
TEIASONERA AB | |||
Item 1 | (b) | Address of Issuer’s Principal Executive Offices: | |
MÅRBACKAGATAN 11 SE 123 86 FARSTA SWEDEN | |||
Item 2 | (a) | Name of Persons Filing: | |
THE REPUBLIC OF FINLAND | |||
Item 2 | (b) | Address of Principal Business Office or, if none, Residence: | |
C/O THE FINNISH MINISTRY OF TRANSPORT AND COMMUNICATIONS ETELÄESPLANADI 16-18 FIN-00131 HELSINKI, FINLAND | |||
Item 2 | (c) | Citizenship: | |
FINLAND | |||
Item 2 | (d) | Title of Class of Securities: | |
Ordinary shares, nominal value SEK 3.20 per share (“Ordinary Shares”) | |||
Item 2 | (e) | CUSIP Number: | |
The Ordinary Shares, which are not traded on U.S. markets, have not been assigned a CUSIP number. The CUSIP number for the related American Depositary Shares is 87960M106. | |||
Item 3 | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||
NOT APPLICABLE | |||
-3-
13G
Item 4. | Ownership: | |||||
(a) | Amount beneficially owned: 891,800,231 | |||||
(b) | Percent of class: 19.1%(1) | |||||
(c) | Number of shares as to which the person has: | |||||
(i) | Sole power to vote or to direct the vote: 891,800,231 | |||||
(ii) | Shared power to vote or to direct the vote: 0 | |||||
(iii) | Sole power to dispose or to direct the disposition of: 891,800,231 | |||||
(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 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. | ||||||
Pursuant to Rule 13d-5(b)(1) of the Act, the group that may be formed by The Republic of Finland may be deemed to be the beneficial owner of 891,800,231 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 3,010,078,492 Ordinary Shares or approximately 64.4%(2) of the Ordinary Shares. 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 | ||||||
(1) | Based on 4,675,232,069 ordinary shares, nominal value SEK 3.20 per share, of TeliaSonera AB outstanding on February 10, 2003 as disclosed by TeliaSonera AB in its filing with the Securities and Exchange Commission pursuant to Rule 425 under the Securities Act of 1933 on February 10, 2003. | |||||
(2) | Based on 4,675,232,069 ordinary shares, nominal value SEK 3.20 per share, of TeliaSonera AB outstanding on February 10, 2003 as disclosed by TeliaSonera AB in its filing with the Securities and Exchange Commission pursuant to Rule 425 under the Securities Act of 1933 on February 10, 2003. |
-4-
13G
Item 10. | Certifications. | ||
Not applicable. |
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, 2003 |
THE REPUBLIC OF FINLAND | |
By: | /s/ Kimmo I. Sasi |
Name: | Kimmo I. Sasi |
Title: | Minister of Transport and Communications |
By: | /s/ Samuli Haapasalo |
Name: | Samuli Haapasalo |
Title: | Director-General |
As filed with the Securities and Exchange Commission on October 16, 2008
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
of
TELIASONERA AB
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer’s name into English)
Sweden
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its charter)
One Wall Street, New York, N.Y. 10286
Telephone (212) 495-1727
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
The Bank of New York Mellon
ADR Division
One Wall Street, 29th Floor
New York, N.Y. 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3010
It is proposed that this filing become effective under Rule 466
[X] immediately upon filing
[ ] on (Date) at (Time)
If a separate statement has been filed to register the deposited shares, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of each class | Amount to be registered | Proposed | Proposed | Amount of registration fee |
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing Two (2) Shares of Common Stock, No Par Value, of Teliasonera AB. | 100,000,000 American Depositary Shares | $0.05 | $5,000,000 | $196.50 |
(1)
Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.
The prospectus consists of the proposed form of American Depositary Receipt filed as Exhibit 1 to this Registration Statement which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
Item- 1 Description of Securities to be Registered
Location in Form
of Receipt Filed
Item Number and Caption
Herewith as Prospectus
1.
Name and address of depositary
Introductory Article
2.
Title of American Depositary
Face of Receipt, top
Receipts and identity of
center
deposited securities
Terms of Deposit:
(i) The amount of deposited
Face of Receipt, upper
securities represented by
right corner
one unit of American
Depositary Receipts
(ii) The procedure for voting,
Articles number
if any, the deposited securities
7 and 12
(iii) The collection and
Articles number
distribution of dividends
8 and 13
(iv) The transmission of
Article number 7
notices, reports and
proxy soliciting material
(v) The sale or exercise of rights
Articles number 4 and 8
(vi) The deposit or sale of
Articles number
securities resulting
8 and 11
from dividends, splits
or plans of reorganization
(vii) Amendment, extension or
Article number 13
termination of the deposit agreement
(viii) Rights of holders of
Article number 2
Receipts to inspect the transfer
books of the depositary and the
list of holders of Receipts
(ix) Restrictions upon the right
to deposit or withdraw the underlying
Articles, number 1,3,
securities
11, 15, and 16
(x) Limitation upon the liability of
Articles number 4, 5, 10,
of the depositary
and 12
Item- 2
Available Information
Public reports furnished
Article number 7
by issuer.
Part II- Information Not Required in Prospectus.
Item-3
Exhibits
1.
Form of Deposit Agreement – The Deposit Agreement relating to the American Depositary Receipts registered hereunder is contained in the form of Receipt itself, which is filed herewith as Exhibit 1.
4.
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed herewith as Exhibit 4.
5.
Certification under Rule 466. – Filed herewith as Exhibit 5.
Item-4
Undertakings
(a)
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADRs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
(b)
If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADR thirty days before any change in the fee schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on October 16, 2008.
Legal entity created by the agreement for this
issuance of American Depositary Receipts for
Common Stock, No Par Value, of Teliasonera AB.
By: The Bank of New York Mellon,
As Depositary
By: /s/ Michael F. Finck
Name: Michael F. Finck
Title: Managing Director
INDEX TO EXHIBITS
Exhibit
Number
1
Form of Deposit Agreement relating to the American Depositary Receipts registered hereunder is contained in the form of American Depositary Receipt itself.
4
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to the legality of the securities being registered.
5
Certification under Rule 466.