Telia Company Mergers and Acquisitions Presentation Deck

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Communication

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December 2018

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#1Telia Company TELIA COMPANY DIVESTS ITS INTEREST IN UCELL December 5, 2018#2N "It is satisfying that we are able to announce an agreement to sell Ucell in Uzbekistan. This is the fifth divestment in line with our decision to leave Eurasia and focus on the Nordic and Baltic regions within the framework of our New Generation Telco strategy. I would like to thank Ucell's employees for their outstanding contributions and wish them all the best in the company's next phase" - Johan Dennelind, December 5, 2018#3TRANSACTION HIGHLIGHTS 3 Rationale Target company Valuation Financial effects Time table The fifth step in our effort to over time leave Eurasial The interest in FE Coscom LLC (Ucell) Telia Company has sold its interest in Ucell for a price corresponding to USD 215 million on a debt free basis. The transaction is expected to result in a gain of c. SEK 0.4 billion before reclassification of accumulated foreign exchange losses of SEK 3.8 billion to net income from discontinued operations (which will have no material effect on group equity) Net debt to EBITDA to increase by 0.1x The transaction has been completed today and the proceeds have been delivered to Telia Company#4UZBEKISTAN TIMELINE Entering Uzbekistan September Swedish investigation 2007 2012 17 Media scrutiny 2013 New Board & CEO Mannheimer Swartling Report 2014 September Announcement divestment / responsible exit Eurasia 2015 March US & Dutch investigations 2016 September Provision September Global settlement 2017 April Provision adjusted Review and remedy period - resetting and building a strong governance and compliance framework 2018 December Exit#5FINANCIAL IMPACTS IMPACT ON NET DEBT SEK in billions, reported per Q3 2018 and pro forma ● LO 5 31.8 Net debt Q3 2018 2.5 +0.6 -1.8 Ucell net cash Ucell proceeds 32.4 Proforma net debt Q3 2018 Net debt to EBITDA to increase by 0.1x following the transaction. IMPACT ON NET INCOME SEK in billions 0.4 Capital gain -3.8 Recycled FX effects (imaterial equity impact) -3.4 Net effect on net income in discontinued operations#6SHAREHOLDER STRUCTURE CO 0.01% Telia Company AB (SWE) 100% TeliaSonera Finland Oyj (FIN) 100% Sonera Holding BV (NLD) 100% TeliaSonera UTA Holding BV (NLD) 100% TeliaSonera Uzbek Telecom Holding BV (NLD) 99.99% FE Coscom LLC (UZB) ● ● ● ● Telia Company's total economic interest in FE Coscom LLC is 100% Ownership of 6% in TeliaSonera Uzbek Telecom Holding BV previously controlled by the Dutch state was acquired by Telia Company for USD 11 million as part of the transaction. Shares sold Purchaser is The State Committee of the Republic of Uzbekistan for Assistance to Privatized Enterprises and Development of Competition, a governmental authority of the sovereign state of Uzbekistan Telia Company has complied with all requirements of its September 21, 2017 Deferred Prosecution Agreement with the U.S. Department of Justice with respect to the transaction Of which 6% previously held by the Dutch state#7COMPLIANCE REVIEW AND DUE DILIGENCE OF BUYER 7 Compliance and responsible business Due diligence ● ● ● Ucell has over the years implemented a well-functioning Ethics and Compliance function and necessary processes and procedures to manage the key Ethics and Compliance risks A Human Rights Impact Assessment of our operations in Uzbekistan has been conducted The purchasing entity has undergone a thorough due diligence process, conducted by both internal and external expertize Key individuals and counterparts have been screened Anti-money laundering control over source and flow of funds has been conducted#8ETHICS AND COMPLIANCE IMPROVEMENTS ● ● ● ● ● ● ● ∞ Operations designed to be managed as a responsible business with corporate governance and control processes as a strong foundation Established adequate local competence and resources; professional management, anti-corruption certified officers Extensive training for all employees in Anti Bribery and Corruption as well as ethical way of working New way of working with suppliers and other third parties Responsible Business risks identified and actions taken Speak-up line established Human Rights Impact Assessment performed resulting in a number of implemented activities#9ANOTHER PROOF-POINT OF OUR STRATEGY TO FOCUS ON THE NORDICS AND BALTICS Date December 2015 April 2017 May 2017 September 2017 October 2017 October 2017 January 2018 March 2018 December 2018 Company Ncell Tcell Turkcell Turkcell MegaFon MegaFon Geocell Azercell Ucell Amount SEK 9,100 million SEK 238 million SEK 4,426 million SEK 4,127 million SEK 3,200 million SEK 8,600 million SEK 700 million SEK 1,600 million. SEK 1,950 million Valuation Enterprise value Enterprise value Equity value Equity value Equity value Equity value Enterprise value Enterprise value Equity value#10TELIA COMPANY ADVISORS UBS Deloitte. Davis Polk Cravath GRATA 10 Transaction advisor Financial advisor Lead transaction counsel Legal counsel Uzbek counsel ● Due to the nature of the transaction with several parties involved, Telia Company has (in addition to internal resources) engaged a number of reputable advisors#11

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