Telia announces tender offer and proposal in respect of certain outstanding GBP notes

Not for distribution, directly or indirectly, in or into or to any person located or resident in the United States, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States or the District of Columbia or to any U.S. Person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) or in or into any other jurisdiction where it is unlawful to distribute this announcement.

Telia Company AB (“Telia”) has today announced separate invitations to:

(i)         holders (the “Noteholders”) of its £400,000,000 4.375 per cent. Notes due 5 December 2042 (ISIN: XS0861990173) (the “Notes”) to tender any and all of their Notes for purchase by Telia for cash (the “Offer”); and

(ii)        Noteholders to approve, by extraordinary resolution at the meeting of the Noteholders, the modification of the terms and conditions of the Notes to provide for Telia to redeem all, but not some only, of the Notes that remain outstanding (if any) on completion of the Offer (the “Proposal”),

subject, in each case, to the terms, conditions and restrictions set out in the Offer Memorandum dated 11 November 2024 (the “Offer Memorandum”) including, in the case of the Offer, the offer and distribution restrictions described in the Offer Memorandum.

Details of the Offer and the Proposal and information on timeline (including applicable deadlines and the date for meeting of the Noteholders (the “Meeting”)) are available in the launch announcement and notice of meeting published today via the website of the Luxembourg Stock Exchange and the Offer Memorandum which, subject to distribution restrictions is available via the tender and information agent (https://deals.is.kroll.com/telia).

Further announcements with respect to the Offer and the Proposal will be made via a notifying news service, on the website of the Luxembourg Stock Exchange at www.luxse.com and by delivery of notices through the clearing systems.

This information is information that Telia Company AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out below, at 09:45 CET on November 11, 2024.

This announcement must be read in conjunction with the Offer Memorandum. The Offer Memorandum contains important information which should be read carefully before any decision is made with respect to the Offer or the Proposal. In making its decision as to whether to tender Notes for purchase pursuant to the Offer, each Noteholder must rely on its own examination of Telia Company AB and the information contained in the Offer Memorandum, including its own determination of the merits and risks involved in participating in the Offer and/or the Proposal. If any Noteholder is in any doubt as to the action it should take or is unsure of the impact of the implementation of the Proposal or the extraordinary resolution to be proposed at the Meeting, it is recommended to seek its own financial, regulatory and legal advice, including as to any tax consequences. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender Notes in the Offer or otherwise participate in the Proposal. Telia does not make any recommendation whether Noteholders should tender Notes in the Offer or otherwise participate in the Proposal.

Neither this announcement nor the Offer Memorandum constitutes an offer to buy or the solicitation of an offer to sell Notes in any circumstances in which such offer or solicitation is unlawful. The distribution of this announcement and/or the Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Offer Memorandum comes are required by Telia to inform themselves about, and to observe, any such restrictions.

NOTES TO EDITORS

For more information, contact Tobias Gyhlénius, Head of Group Communications, on +46 (0)771 77 58 30, visit our newsroom and follow us on LinkedIn and X. To download our logo, high-resolution images of Telia leaders, offices and solutions or B-roll footage for editorial use, visit our media bank.

ABOUT TELIA

Telia Company (STO: TELIA) is a Nordic and Baltic telecommunications leader and Nordic media house, serving consumers, businesses and public sector customers with essential digital infrastructure, ICT services and entertainment. Our colleagues serve millions of customers every day in one of the world’s most connected regions. We’re the hub in the digital ecosystem, providing 26 million mobile, broadband and TV subscriptions that empower people, companies and societies to stay in touch with everything that matters 24/7/365. Learn more at www.teliacompany.com