Tele2 Redemption program

Kolumntitel
Information about
mandatory share
redemption in Tele2 AB
This document does not constitute an offer but is information on the Board of Directors’ of Tele2 AB (“Tele2” or the “Company”) proposal of share split and payment to the share-
holders in Tele2 through a mandatory redemption of shares. The purpose of this document is to provide the shareholders in Tele2 with information ahead of the Annual General
Meeting on 13 May 2013, which is proposed to resolve on the mandatory redemption of shares.
The Board of Directors’ complete proposal, which includes resolutions on changes to the Company’s Articles of Association, share split, reduction of the share capital and restoring
of the share capital through a bonus issue, is available at the Company and at the Company’s website, www.tele2.com and will be sent to shareholders who so request and state
their postal address or e-mail address.
This document is a translation of the Swedish version.
In the event of any discrepancies between this translation and the Swedish original, the Swedish original shall prevail.

2
Summary of the redemption procedure 3
Background and reasons 4
Financial effects of the redemption procedure 5
Schematic outline of share split and redemption of shares 6
Preliminary timetable for share split and redemption of shares 7
Tax considerations in Sweden 8
Questions and answers concerning share
split and the mandatory redemption procedure 10
Do you want to know more? 11
Tableofcontents

3
Summaryofthe
redemptionprocedure
Preliminary time table in brief
The Annual General Meeting (“AGM”) in Tele2 on 13 May
2013 is proposed to resolve on a share split and redemp-
tion of shares in accordance with the Board of Directors’
proposal. The redemption procedure is automatic, i.e. no
action is required from the shareholder.
The proposal principally implies that each share in
Tele2 is split into two shares, one of which will be a
redemption share. The redemption shares, called AK IL
A and AK IL B, will be traded on NASDAQ OMX Stockholm
from and including 21 May up to and including 5 June
2013. Redemption shares of series A and series B will
then automatically be redeemed for SEK 28 per share,
which amount will be distributed on or about 14 June
2013. Payment will be made via Euroclear Sweden AB
(“Euroclear”) into the yield account linked to the directly
registered shareholders’ securities accounts. Nominee-
registered shareholdings will be processed in accor-
dance with each nominee’s routines.
14 June
13 May 15 May 16 May 20 May 21 May 5 June 11 June
AGM
in
Tele2
Last day of
trading in the
Tele2 share
before share split
and including
right to receive
redemption share
First day of
trading in the
Tele2 share
following
share split
Record day for
share split and
for receipt of
redemption
shares
Determination
of redemption
shares at
Euroclear
Payment of
redemption
amount is
initiated
Trading in redemption shares
The redemption procedure is conditional upon that
the AGM 2013 resolves on the following:
• Amendment of the Articles of Association, so that the permitted range of number of shares is increased from a mini-
mum of 200 million and a maximum of 800 million to a minimum of 400 million and a maximum of 1,600 million. At
the same time, the maximum number of series A shares, series B shares and series C shares is increased from 800
millions of each to 1,600 millions of each.
• Split of each series A share, series B share and series C share (so-called share split) into two shares, one of which
will be a redemption share. All series C shares are held by Tele2.
• Reduction of share capital through repayment to shareholders (share redemption) and cancellation of shares held in
treasury by the Company for transfer to a free fund.
• Increase of the share capital through a bonus issue wherein the transfer occurs from the Company’s non-restricted
equity to the Company’s share capital. After the bonus issue the share capital is restored to its original level. This is
to allow for a timely and efficient redemption procedure that does not require permission from the Swedish Compa-
nies Registration Office (Sw: Bolagsverket) or a competent court.

4
Background
andreasons
Tele2 has, as previously announced, sold Tele2 Russia to
VTB Group. The sale is a cash transaction which includes
USD 2.4 billion (approximately SEK 15.6 billion) in equity
and USD 1.15 billion (approximately SEK 7.5 billion) in net
debt, corresponding to an EBITDA multiple of 4.9x based
on the earnings for the financial year 2012.
In the light of the sale, the Board of Directors has
proposed that the AGM resolves on a share redemption
program through which approximately SEK 12.5 billion
will be paid out to the shareholders, equivalent to SEK 28
per share of series A and series B in Tele2. Combined with
the proposed ordinary dividend of SEK 7.10 per share,
shareholders will receive approximately SEK 15.6 billion,
equivalent to SEK 35.10 for each original share.

5
Financialeffectsofthe
redemptionprocedure
Should the AGM resolve on the proposal of redemption,
approximately SEK 12.5 billion will be distributed to the
shareholders in Tele2. The redemption procedure will
have the following financial effects on the Company:
• Shareholders’ equity will be reduced by approximately
SEK 12.5 billion; and
• Net debt, that is interest-bearing liabilities less
interest-bearing assets, will increase by approximately
SEK 12.5 billion.
Changes in shareholders’ equity and number of shares in Tele2, proforma
Before the
transaction
Share
split 2:1
Redemption
of shares
Bonus
issue
Proforma after
the transaction
Shareholders’ equity (MSEK)1
20,825 20,825 –12,478 8,347
Share capital (MSEK)1
561 561 –281 281 561
Shares outstanding – total2
448,783,339 897,566,678 –448,783,339 448,783,339
of which series A2
20,987,966 41,975,932 –20,987,966 20,987,966
of which series B2
424,646,373 849,292,746 –424,646,373 424,646,373
of which series C2
3,149,000 6,298,000 –3,149,000 3,149,000
1
Per 31 March 2013.
2
Per 3 April 2013.

6
Schematicoutline
ofsharesplitand
redemptionofshares
The outline is based on an assumed share price of SEK 110. The AGM on 13 May 2013 resolves on dividend, share split
and redemption of shares. The effects on the share price following dividend, share split and redemption are only theo-
retical. The stock market’s actual pricing of the Tele2 share (the share price) may very well deviate.
Assumed share
price for the
Tele2 share.
Share
Share
SEK 110
SEK 102.90
Share
SEK 74.90
Redemption share
SEK 28
Redemption
amount SEK 28
Share split 2:1
SEK 7.10 per share will be
distributed to shareholders holding
Tele2 shares on the record date 16
May 2013 in accordance with the
resolution taken by the AGM.
Please observe that the last day of
trading in the share including
right to receive dividend is 13 May
2013.
Trading in redemption shares is
conducted on NASDAQ OMX
Stockholm from and including 21
May and up to and including 5 June
2013, whereafter the redemption
shares will be automatically
redeemed for SEK 28 per share.
Dividend
SEK 7.10
Each Tele2 share held on the
record day, 20 May 2013, will be
split into two shares, one of which
will be a redemption share.
Please observe that the last day of
trading in the share before share
split and including right to receive
a redemption share is 15 May 2013.
Payment of the redemption amount
for the redemption share will be
effective on or about 14 June 2013
to shareholders holding redemption
shares on 11 June 2013.

7
Preliminarytimetable
forsharesplitand
redemptionofshares
Activity Dates 2013 Please note that
Annual General Meeting in Tele2.
Resolution on share split and
redemption of shares
13 May Shareholders who wish to attend the AGM must
both ensure that they are recorded in the share
register kept by Euroclear on 6 May 2013 and
notify the Company of their intent to participate
in the meeting no later than 6 May 2013. Please
see the notice for further information
Last day of trading in the Tele2 sha-
re before share split and including
right to receive redemption share
15 May Last day with the possibility of acquiring
shares in Tele2 with the objective of obtaining
redemption shares
First day of trading in the Tele2
share following share split
16 May As from this day the Tele2 share will be traded
with a new share price (following share split)
Record day for share split and for
receipt of redemption shares1
20 May All Tele2 shares held by the shareholders this
day1will be split into two shares, one of which
will be a redemption share
First day of trading in redemption
shares
21 May The redemption share is booked into
the shareholders’ securities account
Last day of trading in redemption
shares
5 June Last day for sale or acquisition of redemption
shares on NASDAQ OMX Stockholm
Determination in the Euroclear sys-
tem of the shareholders entitled to
the redemption amount2
11 June Shareholders holding redemption shares this
day2
will be entitled to the redemption amount
Payment of redemption amount is
initiated
14 June The redemption amount will be distributed
via Euroclear into the yield account linked
to the securities account of shareholders
directly registered with Euroclear. Nominee
registered shareholdings will be processed in
accordance with each nominee's routines
1
Record day for share split and right to receive redemption share occurs three trading days after the last day of trading
in the Tele2 share before share split and including right to receive redemption share.
2
Determination of the shareholders entitled to redemption amount is based on the information in the Euroclear system
as of the third trading day after the last day of trading in redemption shares.

8
Taxconsiderations
inSweden
Unless otherwise stated, the summary below is based on Swedish tax regulations and
practice currently in force for shareholders in Tele2 with an unlimited tax liability in Swe-
den and is intended as general information only. The summary does not cover situations
in which securities are held as current assets in business operations or are held by part-
nerships. Neither does it deal with the special tax regulations applying to certain corpo-
rate categories nor the rules on tax-exempt capital gains (including non-deductible capital
losses) and dividends on shares considered to be held for business purposes. Nor does the
summary cover the special rules that may apply to holdings in companies that have been
acquired by means of “qualified shares” in closely held companies. For shareholders that
are not tax resident in Sweden, the tax consequences are affected by provisions of the
shareholder’s home state and by tax treaties between Sweden and other states. The tax
implications for each shareholder depend on the shareholder’s specific circumstances.
Each shareholder should consult a tax advisor for information on the specific tax conse-
quences arising from the redemption procedure applicable for him/her.
Tax considerations for shareholders
in Sweden
Receipt of redemption shares and allocation
of the acquisition cost
The receipt of redemption shares pursuant to the share
split as such does not give rise to any taxation. Instead,
the acquisition cost of the original Tele2 shares of each
series (A and B shares respectively) shall be allocated to
the redemption share and the remaining shares based on
their market values at the split and separation of redemp-
tion shares. Tele2 intends to seek general advice from
the Swedish Tax Agency regarding how this allocation
should be made.1
Redemption and disposal of redemption shares
Redemption of shares and disposal of redemption shares,
for example by sale in the market, give rise to capital
gains taxation. A capital gain or capital loss is calculated
as the difference between the received payment, after
deduction of any sales costs and the acquisition cost. The
received payment for shares redeemed is the redemption
amount. The received payment for redemption shares sold
in the market is the sales price.
The acquisition cost for redemption shares received at
the share split is calculated by allocating the acquisition
cost as described above under the heading “Receipt of
redemption shares and allocation of the acquisition cost”.
Please refer to the illustrative example on page 9. The
acquisition cost of shares acquired in the market is the
actual acquisition cost for the shares. The acquisition cost
of all shares of the same series and type are added to-
gether and calculated collectively in accordance with the
average method. It should be noted that the redemption
shares of series A and B respectively are not considered
to be of the same series and type as the ordinary Tele2
shares.
The acquisition cost may under the so called standard
method (Sw. schablonmetoden) also be determined as
20% of the net remuneration amount upon redemption or
sale of the redemption shares.
For individuals, the capital gain is taxed in the capital
income category. The tax rate is 30%. A capital loss on
quoted shares is fully deductible against taxable capital
gains in the same year on shares and other quoted
securities that are taxed as shares except for units in
Swedish investment funds that only contain Swedish
receivables (Sw: räntefonder). Any excess losses are 70%
deductible against other income from capital. If an overall
capital deficit arises, a reduction from tax on income from
employment and business operations as well as real
estate tax and municipal property charges is granted. Tax
reduction is allowed for 30% of the deficit not exceeding
SEK 100,000 and 21% of the remainder. Deficits may not
be carried forward to future tax years.
For limited liability companies, capital gains on shares
1
The general advice from the Swedish Tax Agency will be available on Tele2’s website (www.tele2.com) and on the Swedish Tax
Agency’s website (www.skatteverket.se).

9
that are not deemed to be held for business purposes are
taxed as income from business operations at a tax rate
of 22%. Deductible capital losses on shares and other
securities that are taxed as shares may normally be offset
only against taxable capital gains on shares and other
securities that are taxed as shares. In certain cases,
capital losses may be offset against capital gains within a
certain corporate group if group contributions are permit-
ted among the companies. Capital losses that cannot be
utilised during a certain year may be carried forward and
be utilised against eligible capital gains in subsequent
fiscal years.
Tax considerations for shareholders
with limited tax liability in Sweden
For shareholders with limited tax liability in Sweden,
the redemption of shares is deemed to be a dividend,
which means that Swedish withholding tax is levied on
the received payment. The withholding tax rate is 30 %
but is generally reduced under tax treaties that Sweden
has concluded with other countries. The withholding
tax is normally deducted by Euroclear or, in the case of
nominee-registered shares, by the nominee. Swedish
withholding tax is levied regardless of the redemption
shares being received through the share split or acquired
in the market. However, a refund for the withholding tax
that is attributable to the acquisition cost of the shares
or, 20 % of the redemption amount, may be admitted if a
claim for a refund is filed with the Swedish Tax Agency.
The acquisition cost is usually allocated between the
redemption shares and ordinary shares as described
above under the heading “Receipt of redemption shares
and allocation of the acquisition cost”. Please also see the
illustrative example below. A claim for refund is to be filed
with the Swedish Tax Agency at the latest at the end of
the fifth calendar year after payment.
Shareholders with limited tax liability in Sweden
and who are not carrying on business operations from
a permanent establishment in Sweden are generally
exempt from capital gains taxation in Sweden on the
disposal of shares. However, shareholders may be liable
for tax in their country of residence. If a shareholder with
limited tax liability in Sweden, being an individual, has
been resident or lived permanently in Sweden at any
time during the year of the sale or the ten calendar years
immediately preceding the year of the sale of Swedish
shares, Sweden has the right under a domestic rule to tax
such a holder. This right to tax may, however, be limited
by applicable tax treaties that Sweden has concluded
with other countries.
It should be noted that no Swedish withholding tax is
payable if the redemption shares are sold in the market.
Illustrative example
Please note that the example is based only on assumptions and that the example is also applicable to
holders of series A shares in Tele2.
Assume in this example, that a shareholder has 100 series B shares in Tele2 with an average acquisi-
tion cost of SEK 100 immediately before the share split, that the trading price at the time of the share
split is SEK 110 and that the price of the redemption share is SEK 28.
In connection with the share split, the shareholder receives 100 redemption shares.
Furthermore, as assumed in this example, that the Swedish Tax Agency1
in its forthcoming general ad-
vice determines that circa 25 % (SEK 28/110) of the acquisition cost for one original series B share will
be allocated to the series B redemption share and circa 75 % to the ordinary series B share.
The acquisition cost of the redemption share will consequently be SEK 25 (25 % of SEK 100). The re-
maining shares have an average acquisition cost of SEK 75 per share (75 % of SEK 100).
Upon redemption or sale of the 100 redemption shares of series B shares for SEK 28 per share thus
arises a capital gain of (28×100) – (25×100) = SEK 300
1
The general advice from the Swedish Tax Agency will be available on Tele2’s website (www.tele2.com) and on the Swedish Tax
Agency’s website (www.skatteverket.se).

10
Questionsandanswers
concerningsharesplit
andthemandatory
redemptionprocedure
What does the share split and
redemption procedure imply for me
as a shareholder?
Conditional upon that the AGM on 13 May 2013 resolves
on a share split and redemption of shares in accordance
with the Board of Directors’ proposal, each share will
be split into two shares, one of which will be a redemp-
tion share that automatically will be redeemed for SEK
28. On the shareholders’ securities accounts the series A
redemption share will be referred to as AK IL A and the
series B redemption share will be referred to as AK IL B.
As a shareholder, do I need
to do anything?
No, as a shareholder you do not need to take any action. If
you are a foreign shareholder it might be beneficial from a
tax perspective to sell your redemption shares, please see
the question “What are the tax consequences for me as a
foreign shareholder?” on the next page.
When will the payment occur under
the redemption procedure?
Redemption shares (series A shares and Series B shares)
will automatically be redeemed for SEK 28 per share,
which amount will be distributed on or about 14 June
2013. Shareholders that want to receive payment earlier
may choose to sell their redemption shares on NASDAQ
OMX Stockholm during the period from and including 21
May up to and including 5 June 2013, at the prevailing
market price.
Why does Tele2 propose a share
redemption procedure?
Tele2 has, as previously announced, sold Tele2 Russia to
VTB Group. The sale is a cash transaction which includes
USD 2.4 billion (approximately SEK 15.6 billion) in equity
and USD 1.15 billion (approximately SEK 7.5 billion) in
net debt. In the light of the sale, the Board of Directors
proposes that the AGM resolves on a share redemption
program through which approximately SEK 12.5 billion
will be paid out to the shareholders, equivalent to SEK 28
per share of series A and B in Tele2.
Why is the capital not invested in the
business instead of being distributed?
The Board of Directors believes that the financial position
of the Company is satisfying and that the business may
continue to develop with existing liquidity even after the
proposed redemption procedure.
Why does not Tele2 instead propose
a one-time dividend?
Dividend to the shareholders is paid annually in ac-
cordance with Tele2’s dividend policy, under which the
dividend shall amount to about 50 % of earnings per
share before one-off items. Redemption of shares is an
extra measure taken to adjust Tele2’s capital structure.
Compared to a one-time dividend, redemption of shares
may, from a taxation point of view, be more advantageous
to certain shareholders.
What day will be the record day?
The record date for the share split and entitlement to
redemption shares is 20 May 2013.
What day is the last day to buy Tele2
shares in order to receive redemption
shares?
The last day of trading in Tele2 shares including the
entitlement to redemption shares is 15 May 2013.

11
What are my options in connection
with the redemption procedure?
You can choose either to:
1. do nothing. You will automatically receive payment for
your redemption shares following the redemption of
these shares; or to
2. sell all or some of your redemption shares on NASDAQ
OMX Stockholm during the period from and including
21 May up to and including 5 June 2013.
How many shares will I have?
You will have the same number of shares in Tele2 before
and after the redemption procedure is carried out, pre-
suming that you do not buy or sell any Tele2 shares. The
redemption shares created through the share split will all
be subject to automatic redemption.
How and when will the Tele2 share
price be affected?
It is impossible to predict in detail how the share price will
be affected by the share split and redemption of shares.
Theoretically, the price of the Tele2 share should decrease
by the redemption payment of the redemption share, i.e.
with SEK 28 per share. This share price change should
occur two trading days prior to the record date for the
share split.
What are the tax consequences for
me as a shareholder at redemption
of shares compared to a dividend?
Shareholders must report the sale and/or redemption of
redemption shares in their tax returns, please see “Tax
considerations in Sweden” on pages 8-9. A large group
of shareholders, for example individuals in Sweden, may
deduct a portion of the acquisition cost of the original
share held before the split. This is also the case should
the shareholder choose to sell the redemption share, see
example on page 9. Note, however, that the acquisition
cost for the original share will be correspondingly lower.
What are the tax consequences for me
as a foreign shareholder?
Shareholders who are not tax resident in Sweden and
participate in the redemption procedure are obliged to
pay Swedish withholding tax if their shares are rede-
emed, see “Tax considerations in Sweden” on pages 8-9.
Withholding tax will thus be withheld for foreign share-
holders in connection with the payment of the redemp-
tion amount. However, no Swedish withholding tax is
payable if the redemption shares are sold in the market.
Do you want to
know more?
Further questions about the redemption of shares
will be answered by telephone on weekdays
from 8.00-18.00 CET or via e-mail to
redemption@tele2.com.
From Sweden, please dial: 070-426 4519
From abroad, please dial: +46 (0)70-426 4519

Tele2 Redemption program

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