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Exhibit 2.11



COMBINATION AGREEMENT

This Combination Agreement (this
Agreement) dated as of March 26, 2002,
is made by and between Telia AB (publ)
(Telia) and Sonera Corporation
(Sonera).

WHEREAS, the Boards of Directors of Telia and
Sonera have determined that it is in the best interest of their
respective companies and shareholders to combine their
businesses in a merger to create the leading telecommunications
group in the Nordic and Baltic region, as set forth in this
Agreement;

WHEREAS, upon the terms and subject to the
conditions of this Agreement, the parties intend that, in order
to effect the merger of Telia and Sonera, Telia will acquire,
pursuant to an exchange offer (the Exchange
Offer) and, if necessary, through a mandatory
redemption offer and compulsory acquisition proceedings in
accordance with the Finnish Securities Market Act of 1989, as
amended (the SMA), and the Finnish Companies
Act of 1978, as amended (the Companies Act),
respectively, all of the issued and outstanding shares of
Sonera, without nominal value (the Sonera
shares), and American Depositary Shares of Sonera,
each representing one Sonera share (each, a Sonera
ADS), as more fully described below, and that the
parties intend that the transactions be completed on the
indicative time schedule attached as Annex A;

WHEREAS, as a result of the completion of the
Exchange Offer, Sonera will become a subsidiary of Telia and the
holders of Sonera shares will receive newly issued ordinary
shares of Telia, nominal value SEK 3.20 per share, ranking
pari passu in all respects with the existing issued and
outstanding shares of Telia (the Telia
shares), and the holders of Sonera ADSs will receive
American Depositary Shares, each representing one Telia share
(each, a Telia ADS);

WHEREAS, the Boards of Directors of Telia and
Sonera have each approved this Agreement, the Board of Directors
of Sonera intends to recommend that the shareholders of Sonera
tender their Sonera shares and the ADS holders of Sonera tender
their Sonera ADSs in the Exchange Offer and the Board of
Directors of Telia intends to recommend that the shareholders of
Telia vote to approve certain resolutions necessary to effect
the Exchange Offer and the other transactions contemplated
herein at an extraordinary general meeting to be called and held
for such purpose; and

WHEREAS, in order to facilitate the merger of
Telia and Sonera and to agree on certain matters relating to
Telia following the completion of the Exchange Offer,
simultaneously with the execution of this Agreement, the Kingdom
of Sweden and the Republic of Finland have entered into a
shareholders agreement substantially in the form attached hereto
as Annex B (the Shareholders Agreement),
and, the Kingdom of Sweden has agreed to support the
transactions contemplated herein and to vote at the relevant
meeting of shareholders of Telia in favour of the increase of
the share capital of Telia required to complete the Exchange
Offer and the Republic of Finland has agreed to support the
transactions contemplated herein and irrevocably undertaken to
tender all of its Sonera shares in the Exchange Offer.

NOW THEREFORE, the parties hereto hereby agree as
follows:

ARTICLE I

The Exchange Offer

Section 1.01     The
Exchange Offer



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Provided that this Agreement shall not have been
    terminated in accordance with its terms, Telia shall commence
    the Exchange Offer as promptly as practicable after the date
    hereof and, in any event, no later than two (2) business
    days following the later of (i) the approval by the Finnish
    Financial Supervisory Authority of the combined tender offer
    document/ listing particulars to be issued in relation to the
    Exchange Offer and (ii) the effectiveness of the
    Registration Statement on Form F-4 registering that portion
    of Telia shares and Telia ADSs that may be offered to Sonera
    shareholders and Sonera ADS holders in the United States
    pursuant to the Exchange Offer (together with any amendment or
    supplement thereto, the Exchange

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | Offer Registration
    Statement) and, subject to the
    Exchange Offer Conditions set forth in Section 1.01
    (e) below, Telia shall make an offer (i) to the
    holders of Sonera shares, to exchange 1.51440 Telia shares
    for each Sonera share held by such holder and (ii) to the
    holders of Sonera ADSs, to exchange 1.51440 Telia ADSs for
    each Sonera ADS held by such holder and (iii) to holders of
    Sonera warrants issued pursuant to Sonera 1999 and 2000 stock
    option programs (the Sonera Warrants and,
    together with Sonera shares and Sonera ADSs, the Sonera
    Securities), to exchange each Sonera Warrant for one
    new warrant to be issued by Telia (the Telia
    Warrants). The Telia Warrants will be exercisable into
    Telia shares and will, to the extent possible, in all other
    respects, including the number of shares, exercise price and
    other terms and conditions of the Telia Warrants, reflect the
    terms and conditions of the Sonera Warrants adjusted by the
    Exchange Offer ratio referred to in subparagraph (i) above.
|   
|(b) | Sonera currently holds 550.000 Sonera shares and
    agrees that it will not, without the prior written approval by
    Telia, dispose of any such shares prior to the Closing Date and
    that such shares will be excluded from the Exchange Offer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|(c) | In connection with the Exchange Offer, Telia will
    only issue whole Telia shares, Telia ADSs or Telia Warrants. To
    the extent holders of Sonera Securities are entitled to
    fractions of Telia shares, Telia ADSs or Telia Warrants as a
    result of the application of the Exchange Offer ratio referred
    to in subparagraphs (i), (ii) or (iii) of
    Section 1.01 (a) above, such fractional entitlements
    will be sold on the Stockholm Stock Exchange (SSE)
    or, in the case of the Telia Warrants, on the over-the-counter
    market and the cash consideration received in respect thereof
    will be distributed to such holders in lieu of such fractional
    Telia shares, Telia ADSs or Telia Warrants.                                                                                                                                                                                                                                                                                                                                                                           
|   
|(d) | In the event that Sonera changes the number of
    Sonera Securities, or Telia changes the number of Telia shares,
    Telia ADSs or securities convertible or exchangeable into or
    exercisable for Telia shares or Telia ADSs, issued and
    outstanding prior to the date hereof as a result of a
    reclassification, stock split (including a reverse split),
    dividend or distribution (other than regular cash dividends
    including, in the case of Telia, the dividend of no more than
    SEK 0.20 per share to be declared with respect to the year
    2001), recapitalization, merger (other than the transactions
    contemplated by this Agreement), subdivision, issuer tender or
    exchange offer for the issuers own shares or other similar
    transaction with a dilative effect, or if a record date with
    respect to any of the foregoing shall occur prior to the
    consummation of the Exchange Offer, the Exchange Offer ratio
    referred to in subparagraphs (i), (ii) or (iii) of
    Section 1.01 (a) above shall be equitably adjusted.                              
|   
|(e) | The obligation of Telia to accept for payment and
    pay for Sonera Securities tendered pursuant to the Exchange
    Offer shall be subject only to the satisfaction or, if permitted
    by applicable law, prior waiver (by both parties in writing) of
    the following conditions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                



| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)   | that the matters contemplated by
    Section 2.01 of this Agreement shall have been approved by
    the vote of the shareholders of Telia in accordance with Swedish
    law (the Shareholder Approval Condition);                                                                                                                                                                                                                                                                                             
|
| | (ii)  | that a number of Sonera shares (including shares
    represented by Sonera ADS) representing more than
    90 per cent of the number of shares and voting power
    of the then outstanding Sonera shares (on a fully diluted basis)
    shall have been validly tendered and not withdrawn, in
    accordance with the terms of the Exchange Offer, prior to the
    expiration of the Exchange Offer (the Minimum
    Condition);                                                                            
|
| | (iii) | that no court of competent jurisdiction or any
    governmental or regulatory (including stock exchange) authority,
    agency, commission, body or other governmental entity (each, a
    Governmental Entity) shall have issued or
    entered any order which is then in effect and has the effect of
    making any of the transactions illegal or otherwise prohibiting
    their consummation and the transactions shall not otherwise be
    illegal under any applicable competition law or regulation;
|
| | (iv)  | that any waiting period (and any extension
    thereof) applicable to the consummation of the transactions
    under any competition, merger control or similar law of the
    European Union, Sweden, Finland or any other relevant
    jurisdiction, shall have expired or been terminated;                                                                                                                                                                                                                    
|
| | (v)   | that all consents, approvals, authorizations and
    registrations required to be obtained from the applicable
    Governmental Entities to consummate the transactions
    contemplated by this Agreement                                                                                                                                                                                                                                                                                                       

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| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        | shall have been obtained (unless the failure to
    obtain any such consents, approvals and authorizations would not
    result in a Material Adverse Effect (as defined in
    Section 5.01(e));                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | (vi)   | that the Telia shares to be issued pursuant to
    the Exchange Offer shall have been authorized for listing on the
    SSE and the Helsinki Exchanges (the HSE) and the
    Telia ADSs to be issued in connection with the Exchange Offer
    have been approved for quotation on the Nasdaq National Market
    (Nasdaq);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | (vii)  | that this Agreement shall not have been
    terminated by either Telia or Sonera in accordance with its
    terms;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (viii) | that there are no circumstances which prevent or
    materially hinder the implementation of the combination of the
    businesses of Telia and Sonera due to legislation, legal
    rulings, decisions by public authorities or the like in Sweden,
    Finland or elsewhere, which exist or are anticipated at the
    time, or due to other circumstances beyond the control of Telia,
    including without limitation, that Telia determines in good
    faith, following consultation with Sonera, that the cash offer
    price to be paid by Telia for each share of Sonera in connection
    with the mandatory redemption offer that Telia may be required
    to make pursuant to the SMA following the completion of the
    Exchange Offer would, pursuant to an opinion of independent,
    reputable legal counsel based upon a ruling of or consultation
    with the Finnish Financial Supervisory Authority, be higher than
    the equivalent cash value of the Telia shares offered in
    exchange for each such share pursuant to the terms of the
    Exchange Offer as determined pursuant to the SMA; provided that
    the difference between such offer price to be paid in such
    mandatory redemption offer and such cash value of the Telia
    shares multiplied by the aggregate number of shares issued and
    outstanding in Sonera shall exceed EUR 300,000,000; and
|
| | (ix)   | that the Exchange Offer Registration Statement
    shall have become effective in accordance with the provisions of
    the U.S. Securities Act of 1933, as amended (the
    Securities Act), no stop order suspending the
    effectiveness of the Exchange Offer Registration Statement shall
    have been issued by the U.S. Securities and Exchange
    Commission (the SEC) and no proceedings for
    that purpose shall have been initiated by the SEC and not
    concluded or withdrawn and all state securities or blue sky
    authorizations necessary to consummate the Exchange Offer shall
    have been obtained and be in effect (together with the
    conditions set forth in (i)-(viii) above, the Exchange
    Offer Conditions).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             



|    |                                                                                                                                                                                                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(f) | Telia and Sonera shall use their reasonable best
    efforts to do, or cause to be done, and assist and cooperate
    with each other in doing, all things necessary or advisable to
    cause the conditions to this Agreement to be satisfied in the
    most expeditious manner reasonably possible.



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(g) | The initial expiration date of the Exchange Offer
    shall be the date which is not later than 20 U.S. business
    days after the date on which the Exchange Offer commences (such
    date, as it may be extended from time to time as hereinafter
    provided, the Expiration Date) and, provided
    that this Agreement shall not have been terminated in accordance
    with the terms thereof, shall be extended by Telia from time to
    time thereafter until such time as all of the Exchange Offer
    Conditions have been satisfied. Subject only to the conditions
    set forth above, Telia shall accept for exchange and shall
    exchange all Sonera Securities, validly tendered and not
    withdrawn pursuant to the terms of the Exchange Offer, at the
    earliest practicable time following the Expiration Date (such
    date of acceptance being referred to herein as the
    Closing Date).



|    |                               
|--- | ------------------------------
|(h) | The Exchange Offer will lapse:



| |      |                                                                                                                                                                                                                   
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  | unless the Exchange Offer Conditions have been
    and continue to be satisfied or, where appropriate, have been
    waived (by both parties in writing), by 4 p.m. (Helsinki
    time) on the Expiration Date; or
|
| | (ii) | if this Agreement is terminated in accordance
    with the terms of Article V of this Agreement;                                                                                                                  

and, on such lapse, Telia shall release all
Sonera Securities tendered pursuant to the Exchange Offer as
soon as reasonably possible.

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Section 1.02     Mandatory
Offer and Compulsory Acquisition

As soon as reasonably practicable after the
Closing Date, and subject only to the condition that the Minimum
Condition has been satisfied, Telia shall take all actions
necessary and proper under the SMA and the Companies Act to
complete a mandatory redemption offer under Chapter 6,
Section 6 of the SMA and a compulsory acquisition under
Chapter 14, Section 19 of the Companies Act,
respectively, to acquire all the remaining issued and
outstanding Sonera shares, whether in the form of Sonera shares
or Sonera ADSs.

ARTICLE II

The Combination

Section 2.01

In order to effect the proposed business
combination, Telia will, as promptly as reasonably practicable
after the date hereof and in no event later than at the time of
the commencement of the Exchange Offer, call an extraordinary
general meeting of its shareholders (the Telia
Shareholders Meeting) at which its shareholders
will be asked, conditional on the closing of the transactions
contemplated herein:



| |      |                                                                                                                                                                                                                                                                                                                                                                                                          
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  | to approve the capital increase necessary to
    complete the Exchange Offer by the issuance of up to
    1,688,175,000 new Telia shares, in the form of Telia shares or
    Telia ADSs, entitled to the same rights, as of the date of their
    issuance, as the existing ordinary shares of Telia and Telia
    ADSs, as the case may be, and the issuance of up to 32,000,000
    Telia Warrants; and
|
| | (ii) | to elect as directors of Telia, effective as of
    the Closing Date, the persons nominated pursuant to
    Section 4 of the Shareholders Agreement.                                                                                                                                                                                                                                                     

ARTICLE III

Representations and Warranties of Telia and
Sonera

Telia and Sonera each represent and warrant to
the other as set forth in Annex C hereto.

ARTICLE IV

Covenants

Section 4.01     Reasonable
best efforts



|    |                                                                                                                                                                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Each of the parties agrees to use its reasonable
    best efforts to do, or cause to be done, and to assist and
    co-operate with the other party in doing, all things necessary
    or advisable to complete in the most expeditious manner
    reasonably possible, the transactions contemplated by this
    Agreement, including:



| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)   | the obtaining of all necessary waivers, consents,
    authorizations and approvals from Governmental Entities and the
    making of all necessary registrations and filings and the taking
    of all steps as may be necessary to obtain such authorizations,
    approvals or waivers from, or to avoid an action or proceeding
    by, any Governmental Entity, including, without limitation,
    disposing or altering any operations of Telia and Sonera, as the
    case might be, in a manner that would not have a Material
    Adverse Effect (as defined in Section 5.01 (e)) in
    respect of such party;
|
| | (ii)  | the obtaining of all necessary consents,
    approvals, 3 authorizations or waivers from third parties; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | (iii) | the execution and delivery of any additional
    instruments necessary to consummate the transactions
    contemplated by, and to fully carry out the purposes of, this
    Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | The parties hereto shall reasonably co-operate
    and consult with each other in connection with the making of all
    such filings, including by providing copies of all such
    documents to the non-filing party prior to filing, and none of
    the parties will file any such document without providing the
    other party with an opportunity to review and comment on such
    filings to the extent reasonably practicable under the
    circumstances.

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Section 4.02     Conduct
of Business Pending the Closing



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Each party agrees that, between the date of this
    Agreement and the Closing Date, except as contemplated by any
    other provision of this Agreement, unless the other party shall
    otherwise agree in writing, which agreement shall not be
    unreasonably withheld or delayed, the business of such party and
    its Subsidiaries (which term shall include all entities in which
    such party holds a majority of the voting stock) shall be
    conducted only in, and such party and its Subsidiaries shall
    continue to take all appropriate actions in, and not take any
    action except in, the ordinary course of business consistent
    with past practice.
|   
|(b) | For the avoidance of doubt, the actions deemed to
    be outside the ordinary course of business for the purpose of
    Section 4.02 (a) shall include, without limitation,
    the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         



| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)   | Telia or Sonera issuing or agreeing to issue any
    shares, or securities convertible into, or rights, warrants or
    options to subscribe for or acquire, any shares or convertible
    securities of such party other than in accordance with their
    existing option programs as in effect as of the date hereof;                                                                                                                                                   
|
| | (ii)  | Telia or Sonera recommending, declaring, paying
    or making any shareholder bonus, dividend or other distribution
    whether in cash or otherwise (other than, in the case of Telia,
    the dividend of no more than SEK 0.20 per share to be
    declared with respect to the year 2001) provided that this shall
    not limit Telia or Sonera taking such action pursuant to any
    demands of their respective shareholders in accordance with
    applicable law;
|
| | (iii) | Telia or Sonera purchasing, redeeming or
    repaying, or proposing the purchase, redemption or repayment of,
    any of its shares or securities or proposing the reduction, or
    making any changes to any part, of its share capital, including
    stock-splits; or                                                                                                                                                                                                  
|
| | (iv)  | such party entering into any contract,
    transaction or arrangement (A) in respect of any material
    acquisitions or dispositions or any incurrence of material
    additional indebtedness; (B) that could reasonably be
    expected to materially restrict the business operations of such
    party or (C) that is of an onerous or unusual nature or
    magnitude.                                                                                               

Section 4.03     Co-operation

Telia and Sonera shall co-ordinate and co-operate
in connection with;



| |       |                                                                                                                                                                                                                                                                                                                         
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)   | the preparation of the Information Documents (as
    defined below);                                                                                                                                                                                                                                                    
|
| | (ii)  | determining whether any action by or in respect
    of, or filing with, any Governmental Entity is required, or any
    actions, consents, authorizations, approvals or waivers are
    required to be obtained from parties to any material contracts,
    in connection with the consummation of the transactions; and
|
| | (iii) | seeking any such actions, consents,
    authorizations, approvals or waivers or making any such filings,
    furnishing information required in connection therewith or with
    the Information Documents and timely seeking to obtain any such
    actions, consents, authorizations, approvals or waivers.           

Section 4.04     Notices
of Certain Events

Each of Telia and Sonera shall give prompt notice
to the other of any change, event or circumstance that can
reasonably be expected to result in a Material Adverse Effect
(as defined in Section 5.01) in respect of it or can
reasonably be expected to materially delay or impede its ability
to consummate the transactions contemplated by this Agreement or
to fulfill its obligations set forth herein.

Section 4.05     Information
Documents



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | As promptly as practicable after the execution of
    this Agreement, Telia and Sonera shall jointly prepare
    documentation (including but not limited to the Press Release
    (as defined in Section 4.09) and required tender offer and
    listing prospectuses and recommendation statements) that will
    constitute the basis for (i) the offer to purchase to be
    used by Telia in connection with the Exchange Offer,
    (ii) listing of the Telia shares to be issued pursuant to
    the Exchange Offer on the SSE and the HSE and the approval of
    the Telia ADSs for

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|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | quotation on Nasdaq and (iii) if applicable,
    the circular to Telia shareholders for the Telia
    Shareholders Meeting (collectively, the
    Information Documents). Telia or Sonera, as
    the case may be, shall each furnish such information concerning
    it as the other party may reasonably request in connection with
    such actions and the preparation of the Information Documents.
    As promptly as practicable, the appropriate Information
    Documents will be mailed or otherwise made available to the
    shareholders of Telia and/ or Sonera, as the case may be. Telia
    and Sonera shall cause the Information Documents to comply as to
    form and substance in all material respects with the applicable
    requirements of the relevant jurisdictions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|(b) | The Information Documents shall include the
    unanimous and unconditional recommendation of the Board of
    Directors of Telia to the shareholders of Telia that they vote
    as anticipated in Section 2.01 hereof, provided, however,
    that the Board of Directors of Telia may, at any time prior to
    the Closing Date, amend, modify, withdraw, condition or qualify
    any such recommendation and may take any action or make any
    statement inconsistent with such recommendation if the Board of
    Directors of Telia determines in its good faith judgment, after
    taking advice from independent legal counsel and after
    consultation with the other party, that failure to so amend,
    modify, withdraw, condition or qualify its recommendation or to
    take such action or make such statement would cause the Board of
    Directors of Telia to breach its fiduciary duties to Telia or
    Telias shareholders under applicable law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|(c) | The Information Documents shall include the
    unanimous and unconditional recommendation of the Board of
    Directors of Sonera to the shareholders of Sonera that they
    accept the Exchange Offer, provided, however, that the Board of
    Directors of Sonera may, at any time prior to the Closing Date,
    amend, modify, withdraw, condition or qualify any such
    recommendation and may take any action or make any statement
    inconsistent with such recommendation if the Board of Directors
    of Sonera determines in its good faith judgment, after taking
    advice from independent legal counsel and after consultation
    with the other party, that failure to so amend, modify,
    condition or qualify its recommendation or to take such action
    or make such statement would cause the Board of Directors of
    Sonera to breach its fiduciary duties to Sonera or Sonera
    shareholders under applicable law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|(d) | No amendment or supplement to the Information
    Documents will be made without the approval of Telia and Sonera,
    which approval shall not be unreasonably withheld or delayed.
    Each of Telia and Sonera will advise the other, promptly after
    it receives notice thereof, of any request by any relevant
    authorities for amendment of any of the Information Documents or
    comments thereon and responses thereto or requests by any
    relevant authorities for additional information.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|(e) | As soon as reasonably practicable on the date of
    commencement of the Exchange Offer, Telia shall file with the
    SEC a Tender Offer Statement on Schedule TO (together with
    any amendments or supplements thereto, the
    Schedule TO). As soon as reasonably
    practicable after the date hereof, Telia shall file the Exchange
    Offer Registration Statement with respect to the Exchange Offer,
    and shall arrange for the filing of a Registration Statement on
    Form F-6 (the ADS Registration
    Statement) registering Telia ADSs that may be offered
    to Telia ADS holders in the United States (the Schedule TO,
    the Exchange Offer Registration Statement, the ADS Registration
    Statement and such documents included therein pursuant to which
    the Exchange Offer will be made in the United States, the
    U.S. Exchange Offer Documents). Each of
    Telia and Sonera agrees promptly to correct any information
    provided by it for use in the U.S. Exchange Offer Documents
    if and to the extent that such information shall have become
    false or misleading in any material respect. Telia shall take
    all steps necessary to cause the Schedule TO, the Exchange
    Offer Registration Statement and the ADS Registration Statement,
    as so corrected, to be filed with the SEC and the other
    U.S. Exchange Offer documents, as so corrected, to be, at
    such time as reasonably agreed by Telia and Sonera, disseminated
    to holders of Sonera Securities, in each case as and to the
    extent required by applicable U.S. federal securities laws.
    Sonera shall be given an opportunity to review and comment on
    the U.S. Exchange Offer Documents prior to their being
    filed with the SEC or disseminated to the holders of Sonera
    Securities. Telia shall provide Sonera with any comments Telia
    may receive from the SEC or its staff with respect to the
    U.S. Exchange Offer Documents promptly after the receipt of
    such comments and shall provide Sonera an opportunity to
    participate in the response of Telia to such comments.

6



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##### 





|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(f) | Sonera hereby agrees to file with the SEC
    contemporaneously with the commencement of the Exchange Offer
    and disseminate to holders of shares of Sonera Securities, in
    each case as and to the extent required by applicable
    U.S. federal securities laws, a Solicitation/
    Recommendation Statement on Schedule 14D-9 (together with
    any amendments or supplements thereto, the
    Schedule 14D-9) that shall reflect the
    recommendation of the Board of Directors of Sonera referred to
    above, provided, however, that the Board of Directors of Sonera
    may amend, modify, withdraw, condition or qualify such
    recommendation or take any action or make any statement
    inconsistent with such recommendation subject to the provisions
    of Section 4.05 (c) of this Agreement. Sonera
    agrees to provide Telia with any comments that Sonera may
    receive from the SEC or its staff with respect to the
    Schedule 14D-9 promptly after the receipt of such comments
    and shall provide Telia with an opportunity to participate in
    the response of Sonera to such comments. Each of Telia and
    Sonera agrees promptly to correct any information provided by it
    for use in the Schedule 14D-9 if and to the extent that it
    shall become false or misleading in any material respect. Sonera
    agrees to take all steps necessary to cause the
    Schedule 14D-9 as so corrected to be filed with the SEC and
    to be disseminated to holders of Sonera Securities, in each case
    as and to the extent required by applicable federal securities
    laws. Telia shall be given an opportunity to review and comment
    on the Schedule 14D-9 prior to its being filed with the SEC
    or disseminated to holders of Sonera Securities.

Section 4.06     Access
to Information; Confidentiality.

Except as required pursuant to any
confidentiality agreement or similar agreement or arrangement to
which Telia or Sonera or any of their respective subsidiaries is
a party or pursuant to applicable law or regulation, including
competition laws and regulations, or the rules or requirements
of any stock exchange or other regulatory organization with
whose rules or requirements the parties are required to comply,
from the date of this Agreement to the Closing Date, Telia and
Sonera shall (and shall cause their respective
subsidiaries to) provide to the other access, at reasonable
times and upon prior notice, to such information concerning the
business, properties, contracts, assets, liabilities, personnel
and other aspects of the other party and its Subsidiaries as the
other party may reasonably request. The parties shall each
comply with all of their respective obligations in the
confidentiality agreement (the Confidentiality
Agreement) between Telia and Sonera with respect to
the information disclosed. All information provided hereunder to
the other party shall be covered by the Confidentiality
Agreement, which shall survive the termination or expiration of
this Agreement.

Section 4.07     No
Solicitation of Transactions

Each party to this Agreement agrees that it will
not, directly or indirectly, solicit any inquiries or facilitate
or solicit any proposal or offer (including, without limitation,
any proposal or offer to its shareholders) that constitutes, or
may reasonably be expected to lead to, any competing transaction
or otherwise hinder the completion of the transactions
contemplated herein, or have any discussions with anyone to
obtain a competing transaction. Each party to this Agreement
shall notify the other party promptly if any proposal or offer,
or any inquiry or contact with any person with respect thereto,
regarding a competing transaction is made.

Section 4.08     Public
Announcements

The initial press release (the Press
Release) concerning the transactions contemplated
herein shall be a joint press release and, thereafter, Telia and
Sonera shall consult with each other before issuing any press
release or otherwise making any public statements with respect
to this Agreement or any transactions contemplated by this
Agreement and shall not issue any such press release or make any
such public statement without the other partys approval
except as may be required by any applicable laws or regulations
or by any applicable rules or requirements of any stock exchange.

Section 4.09     Stock
Exchange Listings and De-listings

Telia shall use its reasonable best efforts to
cause the Telia shares to be issued in connection with the
Exchange Offer to be approved for listing on the SSE and the HSE
and to cause the Telia ADSs to be issued in connection with the
Exchange Offer to be approved for quotation on Nasdaq, in each
case, subject to official

7



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##### 



notice of issuance, prior to the Closing Date.
Sonera shall use its reasonable best efforts to cause the Sonera
Securities to be de-listed from the HSE and Nasdaq as soon as
permitted under applicable laws and regulations.


ARTICLE V

Termination, Amendment, and Waiver

Section 5.01     Termination

This Agreement may be terminated and the Exchange
Offer may be abandoned at any time prior to the Closing Date,
notwithstanding any requisite approval and adoption of this
Agreement, as follows:



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | by mutual written consent duly authorized by the
    Board of Directors of each of Telia and Sonera;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (b) | by either Telia or Sonera, if the Closing Date
    shall not have occurred on or before December 31, 2002;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (c) | by either Telia or Sonera, if any order
    preventing the consummation of the transactions contemplated in
    this Agreement shall have been entered by any court of competent
    jurisdiction or any Governmental Entity and shall have become
    final and nonappealable;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (d) | by either Telia or Sonera, if the proposals
    contemplated by Section 2.01 of this Agreement shall fail
    to receive the requisite vote for adoption at the Telia
    Shareholders Meeting or any adjournment or postponement
    thereof; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | (e) | by either Telia or Sonera, upon a breach of any
    representation, warranty, covenant or agreement by the other
    party set forth in this Agreement except if such breach would
    not reasonably be expected to result in a change that is, or is
    reasonably likely to be, materially adverse to the business,
    assets, financial condition or results of operations of either
    Telia and its Subsidiaries, taken as a whole, or of Sonera and
    its Subsidiaries, taken as a whole, as the case may be
    (Material Adverse Effect); provided, however,
    that a change in the general economic or market conditions or in
    the general conditions prevailing in the industry of Telia and
    Sonera or a change or development resulting from the
    announcement of this Agreement and of the transactions
    contemplated hereby shall not be deemed to constitute a Material
    Adverse Effect for the purposes of this Agreement.

Section 5.02     Effect
of Termination

In the event of termination of this Agreement
pursuant to Section 5.01, this Agreement shall forthwith
become void, there shall be no liability under this Agreement on
the part of Telia or Sonera or any of their respective officers
or directors, and all rights and obligations of each party
hereto shall cease, provided, however, that nothing herein shall
relieve either party from liability for the willful or grossly
negligent breach of any of its representations and warranties or
the willful or grossly negligent breach of any of its covenants
or agreements set forth in this Agreement.

Section 5.03     Amendment

This Agreement may be amended by the parties
hereto by action taken by or on behalf of their respective
Boards of Directors at any time prior to the Closing Date. This
Agreement may not be amended except by an instrument in writing
signed by the parties hereto.

Section 5.04     Waiver

At any time prior to the Closing Date, any party
hereto may:



| |       |                                                                                                                                                                            
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)   | extend the time for the performance of any
    obligation or other act of the other party hereto;                                                                          
|
| | (ii)  | waive any inaccuracy in the representations and
    warranties of the other party contained herein or in any
    document delivered by the other party pursuant hereto; and
|
| | (iii) | waive compliance with any agreement of the other
    party contained herein.                                                                                               

8



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##### 



ARTICLE VI

General Provisions

Section 6.01     Non-Survival
of Representations, Warranties and Agreements

The representations, warranties, covenants and
agreements set forth in this Agreement shall terminate as of the
Closing Date or, subject to Section 5.02 of this Agreement,
upon the termination of this Agreement pursuant to
Section 5.01, as the case may be.

Section 6.02     Notices

All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given
(and shall be deemed to have been duly given upon receipt) by
delivery in person or by facsimile or by registered or certified
mail (postage prepaid, return receipt requested) to the
respective parties at the addresses set forth on the signature
pages hereto (or at such other address for a party as shall be
specified in a notice given in accordance with this
Section 6.02).

Section 6.03     Severability

If any term or other provision of this Agreement
is invalid, illegal or incapable of being enforced by any rule
of law or public policy, all other conditions and provisions of
this Agreement shall nevertheless remain in full force and
effect so long as the economic or legal substance of the
transactions is not affected in any manner materially adverse to
either party.

Section 6.04     Assignment;
Binding Effect; Benefit

Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by either
of the parties hereto (whether by operation of law or otherwise)
without the prior written consent of the other party. Subject to
the preceding sentence, this Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their
respective successors and assigns. Notwithstanding anything
contained in this Agreement to the contrary, nothing in this
Agreement, expressed or implied, is intended to confer on any
person other than the parties hereto or their respective
successors and assigns any rights, remedies, obligations or
liabilities under or by reason of this Agreement.

Section 6.05     Specific
Performance

The parties hereto agree that irreparable damage
would occur in the event any provision of this Agreement was not
performed in accordance with the terms hereof and that the
parties shall be entitled to specific performance of the terms
hereof, in addition to any other remedy, to the extent permitted
by law.

Section 6.06     Governing
Law; Arbitration

This Agreement shall be governed by, and
construed in accordance with, Finnish law. Any dispute in
connection with this agreement shall be finally settled by
arbitration in Stockholm in accordance with the rules of the
Arbitration Institute of the Stockholm Chamber of Commerce. Each
party 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.

Section 6.07     Expenses

All expenses incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid
by the party incurring such expenses, whether or not the
Exchange Offer is consummated.

Section 6.08     Transfer
tax

Any transfer tax that may be payable in Finland
in respect of any transfer of shares of Sonera pursuant to the
Exchange Offer shall be borne by Telia.

9



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##### 



Section 6.09     Entire
Agreement

This Agreement and the Confidentiality Agreement
constitute the entire agreement among the parties with respect
to the subject matter hereof and supersede all prior agreements
and understandings among the parties with respect thereto. No
addition to or modification of any provision of this Agreement
shall be binding upon any party hereto unless made in writing
and signed by all parties hereto.

IN WITNESS WHEREOF, Telia and Sonera have caused
this Agreement to be executed as of the date first written above
by their respective officers thereunto duly authorized.

|                                         |  |                                              
|---------------------------------------- |  | ---------------------------------------------
|SONERA CORPORATION                       |  | TELIA AB (publ)                              
|                                        
|/s/ TAPIO HINTIKKA                       |  | /s/ LARS-ERIC PETERSSON                      
|                                         |  |                                              
|Name: Tapio Hintikka
    Title: Chairman |  | Name: Lars-Eric Petersson
    Title: Chairman
|                                        
|/s/ HARRI KOPONEN                        |  | /s/ MARIANNE NIVERT                          
|                                         |  |                                              
|Name: Harri Koponen
    Title: CEO       |  | Name: Marianne Nivert
    Title: CEO         

10



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##### 



Annex A to the Combination
Agreement

Indicative Time Schedule

(INDICATIVE TIME SCHEDULE)

A-1



---



##### 



Annex A to the Combination
Agreement

Indicative Time Schedule 
(Continued)

(INDICATIVE TIME SCHEDULE)

A-2



---



##### 



Annex B to the Combination Agreement







Dated 26 March 2002

Shareholders Agreement

regarding

Telia AB

by and between

The Republic of Finland

and

The Kingdom of Sweden



---




B-1



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##### 



This Shareholders
Agreementis entered into on this
26 day of March, 2002 (this Agreement),
by and between

(1)The
Republic of Finland (Finland);

and

(2)The
Kingdom of Sweden (Sweden).

Background



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(A) | The Swedish and Finnish telecommunications
    companies Telia AB (Telia) and Sonera
    Corporation (Sonera) have agreed to recommend
    to their respective shareholders their plan to merge to create
    the leading telecommunications group in the Nordic and Baltic
    region positioned to compete as one of the best in the industry.
    The merger will be effected pursuant to a combination agreement
    (the Combination Agreement) of even date
    herewith according to which Telia will acquire through the
    Exchange Offer (as defined in Section 1) and, if necessary,
    through a mandatory redemption offer and compulsory acquisition
    proceedings in accordance with the Finnish Securities Market Act
    of 1989, as amended, and the Finnish Companies Act of 1978, as
    amended, respectively, all of the issued and outstanding shares
    of Sonera, without nominal value (the Sonera
    Shares), and American Depositary Shares of Sonera, each
    representing one Sonera Share (each, a Sonera ADS),
    and certain other securities of Sonera, as described in more
    detail in the Combination Agreement.
|   
|(B) | After the completion of the Exchange Offer,
    Sweden and Finland will be the two largest shareholders in Telia.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|(C) | Sweden and Finland believe it to be in their best
    interests that they agree on matters regarding certain rights
    and restrictions as to the voting with, and the disposition of,
    the shares of Telia as well as certain corporate governance
    principles as set forth in this Agreement and have therefore
    agreed to enter into this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

NOW THEREFORE, the
Parties hereto hereby agree as follows:

1.   Definitions

Closingmeans the consummation of the Exchange Offer on the Closing Date
as defined in the Combination Agreement.

Exchange
Offermeans Telias
exchange offer to acquire all the Sonera Shares, Sonera ADSs and
certain other securities of Sonera, on the terms and subject to
the conditions included in the Combination Agreement.

Sharesmeans shares in the capital stock of Telia held by a party to
this Agreement.

Shareholdermeans Sweden
or Finland, as the context may require, and

Shareholdersmeans both
parties.

2.   The Exchange
Offer



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1 | Finland agrees with Sweden that it will
    irrevocably undertake to Telia to tender all its shares of
    Sonera into the Exchange Offer, provided that the Combination
    Agreement shall not have been terminated by either party thereto
    in accordance with its terms.                                                                                                                                                                                                                
|   
|2.2 | Sweden agrees with Finland that it shall vote all
    of its Shares in favour of the resolutions to be proposed by the
    Board of Directors of Telia to the Extraordinary General Meeting
    of shareholders of Telia to be convened to approve the
    resolutions necessary to complete the Exchange Offer (the
    Extraordinary General Meeting), provided that
    the Combination Agreement shall not have been terminated by
    either party thereto in accordance with its terms.

B-2



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##### 



3.   Support for the
Agreement

Both parties to this Agreement undertake to each
other to vote and otherwise make use of their respective voting
power at all General Meetings of shareholders of Telia to
implement this Agreement.

4.   Board of Directors of
Telia and Corporate Governance

4.1 Board of Directors



| |       |                                                                                                                                                                                                                                                                                                                               
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 4.1.1 | The Board of Directors of Telia shall consist of
    nine non-executive board members to be elected only based on
    their competence and ability. Members of the Board of Directors
    of Telia shall not include any civil servants or any politicians
    active in the national politics in either of Finland or Sweden.
|
| | 4.1.2 | The Board of Directors of Telia following the
    completion of the Exchange Offer shall consist of the following
    members, in each case, for such minimum period as specified
    below:                                                                                                                                  



| |       |                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)   | Tapio Hintikka, the current Chairman of the Board
    of Directors of Sonera, who shall be appointed and shall serve
    as Chairman of the Board of Directors of Telia at least until
    the closing of the Annual General Meeting of shareholders of
    Telia to be held in 2005;                                                                                                                            
|
| | (ii)  | Lars-Eric Petersson, the current Chairman of the
    Board of Directors of Telia, who shall be appointed and shall
    serve as Deputy Chairman of the Board of Directors of Telia at
    least until the closing of the Annual General Meeting of
    shareholders of Telia to be held in 2005;                                                                                                                 
|
| | (iii) | three (3) members, each of whom are
    currently members of the Board of Directors of Sonera, to be
    nominated by the current Nomination Committee of the Board of
    Directors of Sonera, who shall serve at least until closing of
    the Annual General Meeting of shareholders of Telia to be held
    in 2004;                                                                                        
|
| | (iv)  | three (3) members, each of whom are
    currently members of the Board of Directors of Telia, to be
    nominated by the current Nomination Committee of the
    shareholders of Telia, who shall serve at least until closing of
    the Annual General Meeting of shareholders of Telia to be held
    in 2004; and                                                                                            
|
| | (v)   | one (1) 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 prior to the Extraordinary
    General Meeting by the current Chairmen of the Boards of
    Directors of Sonera and Telia and who shall serve at least until
    closing of the Annual General Meeting of shareholders of Telia
    to be held in 2004;

provided, however, that, in
connection with the Annual General Meeting of shareholders of
Telia to be held in 2003, one (1) of the members referred
to in subparagraph (iii) above and one (1) of the
members referred to in subparagraph (iv) above shall be
replaced with two (2) new independent members who are
currently not members of the Board of Directors of Sonera or the
Board of Directors of Telia to be nominated by the new
Nomination Committee of Telia in accordance with
Section 4.1.3., who shall serve at least until the closing
of the General Meeting of shareholders of Telia to be held in
2004 and provided, further, that, at the Annual General
Meeting of shareholders of Telia to be held in 2004, the members
of the Board of Directors of Telia referred to in
subparagraphs (iii) and (iv) and (v) above and in
the immediately preceding proviso shall, subject to such
proviso, be re-elected in the event that they shall continue to
fulfill the requirements of Section 4.1.1.

In addition, the Board of Directors of Telia
shall include up to three (3) employee representatives.
While recognizing that any binding agreement in respect of this
matter would need to be reached between Telia and the relevant
trade unions, the Shareholders hereby express their wish that
the Board of Directors of Telia negotiate with the relevant
trade unions towards the goal of including representatives of
both the Finnish and the Swedish trade unions among such
employee representatives.

B-3



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##### 





| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 4.1.3 | Effective upon the completion of the Exchange
    Offer and at least until the Annual General Meeting of
    shareholders of Telia to be held in 2005, the Board of Directors
    of Telia shall have a Nomination Committee comprised of the
    current Chairman of the Board of Directors of Sonera and the
    current Chairman of the Board of Directors of Telia. The
    Nomination Committee shall organize a consultation procedure to
    provide the principal shareholders of Telia (including Finland,
    Sweden and the largest institutional shareholders) an
    opportunity to be involved in and express their views on
    elections in respect of the recommendations of the Nomination
    Committee prior to their publication. The Shareholders agree
    that, until (but not including) the Annual General Meeting of
    shareholders of Telia to be held in 2005, unless they agree
    otherwise in writing prior to a particular General Meeting of
    shareholders of Telia, they shall each vote all of their shares
    in Telia in favour of the resolutions called for in order to
    implement the provisions of Section 4.1.2 and in favour of
    the recommendations of the Nomination Committee and shall not
    take any action either in any Extraordinary General Meeting or
    Annual General Meeting of shareholders of Telia for the
    appointment or removal of any members of the Board of Directors
    of Telia or otherwise in contravention of any such resolutions
    or recommendations, as the case may be.

4.2 Corporate Governance Issues



| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 4.2.1 | The Shareholders agree with each other that they
    will use their respective voting power at General Meetings of
    shareholders of Telia in a manner, which is consistent with
    Telia exercising the highest standards of corporate governance
    principles, based upon best international practice for public
    companies with global operations.                                                                                                                                                                                                                                                                                                                                                           
|
| | 4.2.2 | The Shareholders agree with each other that they
    will act in the best interest of Telia and its shareholders in
    order to maximize shareholder value, in the light of the
    prevailing market conditions and in accordance with sound
    business principles and not on the basis of national preference.
    The Shareholders agree that they will not, as shareholders,
    intervene with, or make any announcements on, any operational
    matters concerning Telia.                                                                                                                                                                                                                                     
|
| | 4.2.3 | The Shareholders agree with each other that they
    will in advance of any shareholders meeting of Telia consult
    with each other in good faith to agree to vote together on any
    matter to be resolved by the shareholders of Telia at any
    General Meeting. The purpose of such consultation is to discuss
    in good faith the matters to be resolved and to ensure that the
    Shareholders exercise their voting power in order to promote the
    best interest of Telia and its shareholders based on maximizing
    shareholder value, acting in the light of the prevailing market
    conditions and in accordance with sound business principles and
    not on the basis of national preference.

5.   Agreement on
Shareholdings

5.1 Reduction of Shareholdings



| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 5.1.1 | The Shareholders agree with each other that they
    will use their respective shareholdings in such a manner that
    will support Telia participating in further industry
    consolidation where this can be achieved consistent with
    enhancing shareholder value.                                                                                                                                                                                                                    
|
| | 5.1.2 | Subject to market conditions, each
    Shareholder intends to reduce its shareholding in Telia during
    the 5-year period following Closing.                                                                                                                                                                                                                                                                                                                                               
|
| | 5.1.3 | In the event that either Shareholder decides to
    sell any or all of its Shares, the other Shareholder shall have
    the right to participate in such sale, on the same terms and
    subject to the same conditions provided, however, that
    the provisions of this Section 5.1.3 and
    Sections 5.1.4 and 5.1.5 below shall not apply to any sale
    of shares of either Shareholder pursuant to an accelerated
    equity offering, block trades or other non-marketed offerings.
|
| | 5.1.4 | The Shareholder intending to sell any or all of
    its Shares to a third party or third parties, except in any of
    the transactions referred to in the provision included in
    Section 5.1.3 above, shall provide a written                                                                                                                                                                                                                                                            

B-4



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##### 



| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       | notice to other Shareholder of such sale (the
    Sale Notice), including information necessary
    for the other Shareholder to evaluate such sale.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | 5.1.5 | The Shareholder receiving the Sale Notice shall
    have an option, for a period specified in the Sale Notice, which
    shall be no less than thirty (30) days from the date of
    such Sale Notice in connection with any marketed offering of
    Telia shares and no less than ten (10) business days from
    the date of such Sale Notice in connection with any other
    proposed sale, to notify its interest in participating in such
    sale, appointing its own financial advisor/ joint book runner in
    connection with any marketed offering of Telia shares and
    selling the number of Shares held by it as it specifies in
    writing in such notice given to the other Shareholder provided,
    that if the aggregate number of Shares proposed to be sold by
    the Shareholders in such sale exceeds the number of Shares which
    can be sold to on the terms and subject to the conditions of the
    sale then each Shareholder shall only be entitled to participate
    in the sale on a pro rata basis based upon their percentage
    ownership of the Shares; provided, however, that, in
    connection with a marketed offering of Telia shares, both
    Shareholders shall have the right to sell an equal number of
    Shares.
|
| | 5.1.6 | The Shareholders acknowledge that a notice
    containing information about proposed divestments pursuant to
    Section 5.1.5 may mean that the recipient becomes an
    insider according to the Swedish Insider Trading Act (Sw.
    Insiderstrafflag 2000:1086) or any other applicable law or
    regulation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

5.2 Prior Written Approval



| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 5.2.1 | During the period of the Exchange Offer, each of
    the Shareholders agrees that it will not, and will procure that
    none of its agents and nominees will, sell, transfer or
    otherwise dispose of, directly or indirectly, any shares of
    Sonera or Telia currently held by it or any of its affiliates or
    any right or interest in or in relation to any such shares, or
    enter into any arrangement that transfers to another, in whole
    or in part, any of the economic consequences of ownership of
    such shares; provided, however, that Finland shall have the
    right and obligation to tender its shares of Sonera in exchange
    for shares of Telia in accordance with the terms and conditions
    of the Exchange Offer and its irrevocable undertaking to Telia.
|
| | 5.2.2 | Each of the Shareholders agrees that it will not,
    without the prior written approval of the other Shareholder,
    purchase, directly or indirectly, any new shares of Telia or any
    securities convertible into or exchangeable for new shares of
    Telia, after the date hereof, except pursuant to a rights
    offering undertaken by Telia or pursuant to a similar
    transaction recommended by the Board of Directors of Telia.                                                                                                                                                                                                                                                                                                                                                       

6.   Term of the
Agreement

6.1The
Agreement shall remain in force until the first to occur of the
following dates or occurrences:



| |       |                                                                                                                                                                     
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 6.1.1 | the date on which the holding of shares of Telia
    by either Shareholder falls below seven and one-half (7.5)
    percent of the aggregate voting rights in Telia;
|
| | 6.1.2 | the date on which the aggregate holding of shares
    of Telia by Sweden and Finland falls below thirty
    (30) percent of the aggregate voting rights in Telia;   
|
| | 6.1.3 | five (5) years from Closing;                                                                                                                                        
|
| | 6.1.4 | when the Shareholders mutually agree in writing
    to terminate this Agreement; or                                                                                 
|
| | 6.1.5 | when the Combination Agreement is terminated by
    either party thereto in accordance with its terms.                                                              

B-5



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##### 



7.   General
Provisions

7.1 Announcement



| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 7.1.1 | Upon signing of this Agreement and the
    Combination Agreement, Finland and Sweden shall together with
    Sonera and Telia agree on appropriate public announcements
    describing the combination and the rationale behind it.                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | 7.1.2 | The Shareholders agree that the content of this
    Agreement will be made public upon announcement of the
    contemplated merger.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | 7.1.3 | Thereafter, except as otherwise required by any
    applicable law or regulation or any applicable rule or
    regulation of any stock exchange, neither Shareholder shall
    issue any press release or make any other public statement, in
    each case relating to or connected with or arising out of this
    Agreement or the matters contained herein, including the
    Exchange Offer and the Combination, without obtaining the prior
    approval of the other Shareholder to the contents and the manner
    of presentation and publication thereof, which approval shall
    not be unreasonably withheld or delayed.

7.2 No Partnership

Nothing in this Agreement shall be deemed to
constitute a partnership between the parties or concerted
practice nor constitute any party the agent of any other party
for any purpose.

7.3 Notices

All notices, demands and other communications,
which all shall be in the English language, to or upon the
respective Shareholder shall be deemed to have been duly given
or made when delivered by mail, fax or cable to the Shareholder
in question as follows:

If to Sweden:

Ministry of Industry, Employment and
Communications

|           |  |                                       
|---------- |  | --------------------------------------
|Address:   |  | SE-103 33 Stockholm                   
|           |  | Sweden                                
|Fax:       |  | +46-8-21 57 99                        
|Attention: |  | Head of Division for State Enterprises

If to Finland:

Ministry of Transport and Communications

|           |  |                                   
|---------- |  | ----------------------------------
|Address:   |  | Eteläesplanadi 16                 
|           |  | FIN-00130 Helsinki                
|           |  | Finland                           
|Fax:       |  | +358-9-160 9517                   
|Attention: |  | Director General,                 
|           |  | Ownership Policy and Privatization

or at such other address as the respective
Shareholder may hereafter specify in writing to the other
Shareholder.

7.4 Headings

The headings of this Agreement are for
convenience or reference only and shall not in any way limit or
affect the meaning or interpretation of the provisions of this
Agreement.

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##### 



7.5 Assignment

This Agreement and the rights and obligations
specified herein shall be binding upon and inure to the benefit
of the Shareholders and shall not be assignable by either
Shareholder.

7.6 No Waiver

Failure by either Shareholder at any time or
times to require performance of any provisions of this Agreement
shall in no manner affect its rights to enforce the same, and
the waiver by either Shareholder of any breach of any provision
of this Agreement shall not be construed to be a waiver by such
Shareholder of any succeeding breach of such provision or waiver
by such Shareholder of any breach of any other provision hereof.

7.7 Amendments

Any amendments to this Agreement shall be in
writing and shall have no effect before signed by the duly
authorized representatives of each Shareholder.

7.8 Severability

If any part of this Agreement is held to be
invalid or unenforceable such determination shall not invalidate
any other provision of this Agreement, however, the Shareholders
hereto shall attempt, through negotiations in good faith, to
replace any part of this Agreement so held to be invalid or
unenforceable. The failure of the Shareholders to reach an
agreement on a replacement provision shall not affect the
validity of the remaining part of this Agreement.

7.9 Governing Law

This Agreement shall be governed by and
construed in accordance with the substantive laws of Sweden.

7.10 Arbitration

Any dispute, controversy or claim concerning the
validity, scope, meaning, construction, application or effect of
this Agreement 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 Shareholder 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.

7.11 Whole Agreement

This Agreement represents the totality of the
agreements between the Shareholders in respect of the subject
matter of this Agreement.

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##### 



This Agreement has been executed in two
(2) identical counterparts, of which each Shareholder has
taken one (1).

|                                                                           |  |                                                                         
|-------------------------------------------------------------------------- |  | ------------------------------------------------------------------------
|In Stockholm on 26 March 2002                                              |  | In Helsinki on 26 March 2002                                            
|THE KINGDOM OF SWEDEN                                                      |  | THE REPUBLIC OF FINLAND                                                 
|represented by the Ministry of Industry,
    Employment and Communications |  | represented by the Ministry of Transport and
    Communications         
|                                                                          
|/s/ BJÖRN ROSENGREN                                                        |  | /s/ KIMMO I. SASI                                                       
|                                                                           |  |                                                                         
|Name: Björn Rosengren
    Title:  Minister of Industry                     |  | Name: Kimmo I. Sasi
    Title:  Minister of Transport and Communications
|                                                                          
|                                                                           |  | /s/ SAMULI HAAPASALO                                                    
|                                                                           |  |                                                                         
|                                                                           |  | Name: Samuli Haapasalo
    Title:  Director General                     

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##### 



Annex C to the Combination Agreement

Representations and Warranties

Telia and Sonera each hereby as of the date of
this Agreement represents and warrants to the other with respect
to itself that, except as disclosed at or before signing of this
Agreement by Telia in the applicable documents referred to in
paragraphs F(a) and (b) below, by Sonera in the
applicable documents referred to in paragraphs F (a) and
(c) below, or otherwise by either party to the other
party:



|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|A. | Organisation and Qualification; Subsidiaries.Such party and its Subsidiaries has
    been duly organized and is validly existing under the laws of
    the jurisdiction of its incorporation and has the requisite
    power and authority and all necessary governmental approvals to
    own, lease and operate its properties and to carry on its
    business as it is now being conducted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  
|B. | Capitalization.The
    share capital of such party is as described in such partys
    audited consolidated financial statements as of and for the year
    ended December 31, 2001 and, except as described therein,
    there are no warrants or other rights, arrangements or
    commitments of any character to which such party is a party or
    by which it is bound relating to its issued or unissued capital
    stock or that of any such partys Subsidiary or obligating
    it to issue or sell any shares of capital stock of, or other
    equity interests in such party or any of its Subsidiaries and
    there are no outstanding contractual obligations of such party
    or any of its Subsidiaries to redeem or otherwise acquire any of
    its shares or any capital stock of any of its Subsidiaries. Each
    outstanding share of capital stock of each of its Subsidiaries
    is duly authorized, validly issued and fully paid and each such
    share owned by such party or owned by one of its Subsidiaries is
    free and clear of all security interests, liens, claims,
    pledges, options, rights of first refusal, agreements,
    limitations, on such partys or such other
    Subsidiarys voting rights, charges and other encumbrances
    of any nature whatsoever other than as may have been granted in
    the ordinary course of business and as would not have a Material
    Adverse Effect in respect of such party.
|  
|C. | Authority Relative to This Agreement.Such party has all necessary corporate
    power and authority to execute and deliver this Agreement and to
    perform its obligations hereunder and to consummate the
    transactions contemplated herein to be consummated by it. The
    execution and delivery of this Agreement by such party and the
    consummation by it of such transactions have been duly and
    validly authorized by all necessary corporate action and no
    other corporate proceedings on its part are necessary to
    authorize this Agreement or to consummate such transactions.
    This Agreement has been duly authorized and validly executed and
    delivered by such party and constitutes a legal, valid and
    binding obligation of such party enforceable against it in
    accordance with its terms.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|D. | No Conflict: Required Filings and
    Consents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | The execution and delivery of this Agreement by
    such party do not, and the performance by such party of this
    Agreement will not, (i) conflict with or violate any
    provision of its Articles of Association or any equivalent
    organizational documents of any of its Subsidiaries,
    (ii) conflict with or violate any law or regulation
    applicable to such party or any of its Subsidiaries, or
    (iii) result in any breach of, or constitute a default (or
    an event which with notice or lapse of time or both would become
    a default) under, or give to others any right of termination,
    amendment, acceleration or cancellation of, or result in the
    creation of a lien or other encumbrance on any property or asset
    of such party or any of its Subsidiaries pursuant to, any note,
    bond, mortgage, indenture, contract, agreement, lease, license,
    permit, franchise or other instrument or obligation.
|
| | (b) | Except as expressly contemplated hereby, the
    execution and delivery of this Agreement by such party does not,
    and the performance of this Agreement by such party will not,
    require any consent, approval, authorization or permit of, or
    filing with or notification to, any Governmental Entity, except
    where failure to obtain such consents, approvals, authorizations
    or permits, or to make such filings or notifications, would not
    (i) prevent or materially delay consummation of the
    transactions contemplated hereby or (ii) otherwise prevent
    such party from performing its material obligations under this
    Agreement.                                                                                                                                                                                                                                                                                       

C-1



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##### 





|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|E. | Compliance.Neither
    party nor any of its Subsidiaries is in conflict with, or in
    default or violation of, (i) any law, rule, regulation,
    order, judgment or decree applicable to such party or any of its
    Subsidiaries or by which any property or asset of such party or
    any of its Subsidiaries is bound or effected or (ii) any
    note, bond, mortgage, indenture, contract, agreement, lease,
    license, permit, franchise or other instrument or obligation to
    which such party or any of its Subsidiaries is a party or by
    which such party or any of its Subsidiaries or any property or
    asset of such party or any of its Subsidiaries is bound or
    affected, except for any such conflicts, defaults or violations
    that would not, individually or in the aggregate,
    (x) prevent or materially delay consummation of the
    transactions contemplated hereby (y) otherwise prevent such
    party from performing its obligations under this Agreement or
    (z) have a Material Adverse Effect.
|  
|F. | Financial statements, public
    filings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | The audited consolidated financial statements of
    such party, as of and for the year ended December 31, 2001
    (in respect of each party, the Financial
    Statements), have been prepared in accordance with
    applicable accounting requirements applied on a consistent basis
    except as reflected in the Financial Statements and present
    fairly in all material respects the consolidated financial
    position, results of operations and assets and liabilities of
    such party and its consolidated Subsidiaries as of the dates and
    for the periods stated therein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | (b) | Since the initial listing of the Telia shares on
    the SSE, Telia has submitted to the SSE all information, forms,
    reports and documents required to be so submitted by and
    pursuant to applicable Swedish laws and regulations and the
    rules and requirements of the SSE, and all of such submissions,
    as of their respective submission dates, complied in all
    material respects with all applicable requirements of such laws,
    regulations, rules and requirements. The information contained
    in the Annual Report of Telia with respect to the year ended
    December 31, 2000, as supplemented or amended by any
    subsequently published information, including any interim
    reports, stock exchange releases and press releases issued by
    Telia after January 1, 2001 and the Year-End Report of
    Telia for the year ended December 31, 2001, taken as a
    whole, does not contain as of the date hereof any untrue
    statement of a material fact or omit to state a material fact
    required to be stated therein or necessary in order to make the
    statements therein, in the light of the circumstances under
    which they were made, not misleading.                                                                                                                                                              
|
| | (c) | Since October 13, 1999, Sonera has submitted
    to the HSE and filed with the SEC all forms, reports and
    documents required to be submitted or filed by it pursuant to
    Finnish laws and regulations, the rules of the HSE and the
    Securities Act, the U.S. Securities Exchange Act of 1934,
    as amended, and all applicable rules and regulations promulgated
    thereunder, and all of such submissions and filings, as of their
    respective submission or filing dates, complied in all material
    respects with all applicable requirements of such laws,
    regulations, rules and requirements. The information contained
    in the registration statement on Form F-3 of Sonera, as
    declared effective by the SEC on November 9, 2001, as
    supplemented or amended by the Annual Report of Sonera with
    respect to the year ended December 31, 2001 and any other
    information subsequently published by Sonera, including stock
    exchange releases and press releases issued by Sonera after
    November 9, 2001, taken as a whole, does not contain as of
    the date hereof any untrue statement of a material fact or omit
    to state a material fact required to be stated therein or
    necessary in order to make the statements therein, in the light
    of the circumstances under which they were made, not misleading.



|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|G. | Absence of Certain Changes or
    Events.Since January 1, 2002,
    such party and its Subsidiaries have conducted their businesses
    only in the ordinary course and in a manner consistent with past
    practice and, since such date, there has not been (i) any
    Material Adverse Effect in respect of such party, (ii) any
    event that could reasonably be expected to prevent or materially
    delay the performance of this Agreement, (iii) any material
    change in its accounting methods, principles or practices,
    (iv) any declaration, setting aside or payment of any
    dividend or its distribution in respect of shares or any
    redemption, purchase or other acquisition of any of its other
    securities other than. in respect of Telia, the regular annual
    dividend on each of its shares, or (v) any significant
    increase in the compensation or benefits or establishment of any
    bonus, insurance, severance, deferred compensation, pension,
    retirement, profit sharing, stock option (including, without
    limitation, the granting of stock options, stock appreciation
    rights, performance awards or restricted

C-2



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##### 



|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | stock awards), or other employee benefit plan, or
    any other increase in the compensation payable or to become
    payable to any executive officers of such party or any
    Subsidiary except in the ordinary course of business consistent
    with past practice or except as required by applicable law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|H. | Litigation.There is
    no suit, claim, action, proceeding or investigation pending or
    threatened against such party or any of its Subsidiaries before
    any Governmental Entity nor is such party or any of its
    Subsidiaries subject to any outstanding order, writ, injunction
    or decree that could reasonably be expected to result in a
    Material Adverse Effect in respect of such party.                                                                                                                                                                                                                                                                                                                                                                                    
|  
|I. | Taxes.Such party
    and its Subsidiaries (i) have timely filed or will timely
    file all returns and reports required to be filed by them with
    any taxing authority with respect to taxes for any period ending
    on or before the Closing Date, (ii) all taxes shown to be
    payable on such returns or reports that are due prior to the
    Closing Date have been paid or will be paid, (iii) as of
    the date hereof, no deficiency for any material amount of tax
    has been asserted or assessed by a taxing authority against such
    party or its Subsidiaries, and (iv) such party and its
    Subsidiaries have provided adequate reserves in their financial
    statement for any taxes that have not been paid, whether or not
    shown as being due on any returns.

C-3