SALE OF TELE2 RUSSIA

Press and Analyst Presentation

March 27, 2013

Mats Granryd

3

Disclaimer

Forward-looking statements

This presentation contains certain forward-looking statements that reflect the Company’s current views or expectations

with respect to future events and financial and operational performance. The words “intend”, “estimate”, “expect”, “may”,

“plan”, “anticipate” or similar expressions regarding indications or forecasts of future developments or trends, which are

not statements based on historical facts, constitute forward-looking information. Although the Company believes that

these statements are based on reasonable assumptions and expectations, the Company cannot give any assurances

that such statements will materialize. Because these forward-looking statements involve known and unknown risks and

uncertainties, the outcome could differ materially from those set out in the forward-looking statement.

The forward-looking statements included in this presentation apply only to the date of the presentation. The Company

undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new

information, future events or otherwise, other than as required by law. Any subsequent forward-looking information that

can be ascribed to the Company and the Group or persons acting on the Company’s behalf is subject to the reservations

in or referred to in this section.

4

Tele2 has Agreed to Sell Tele2 Russia to VTB

Group

Transformed Tele2 Poised for

Continued Success

• Attractive and diversified market mix and a strong spectrum portfolio driving growth

• Strong balance sheet will enable Tele2’s strategic flexibility and possibilities of

maintaining an attractive shareholder remuneration policy

Successful Monetisation &

Shareholder Returns

• Monetisation of Tele2’s 12 years of investing and building a successful business in

the Russian market. Total investments amount to SEK 15.4 billion and total return,

including proceeds from sale, amount to SEK 31.9 billion

• Following the closing of the transaction, Tele2 is proposing to distribute SEK 28 per

share, in total SEK 12.5 billion by means of a share redemption program

Attractive Value

• A cash transaction comprising $2.40 billion (approximately SEK 15.6 billion) in equity

value and $1.15 million (approximately SEK 7.5 billion) in Net Debt

• AV/EBITDA 2012 4.9x

• Capital gain of SEK 15.6 billion

Notes

1. All values converted from USD using current SEK/USD FX rate of 6.48

5

VTB Group

History

• Created as a Russian foreign trade company in 1990, VTB Group has grown to become a

listed international Group of companies active mainly in Russia, Europe and the CIS

• The Private Equity arm, VTB Capital, was formed in 2008 and has since made over a dozen

investments and attracted significant co-investments from leading international investors.

The combined market equity value of the companies that VTB Capital and its co-investors

control is estimated at over five billion USD

• VTB Capital was voted the best PE firm in Russia in 2012*

*by Private Equity International Magazine

Investment focus

• The current portfolio of private equity investments is comprised of companies operating

across a variety of industries, including TMT and Media

• Such investments include IT services companies EPAM and Luxoft, advertising company

Russ Outdoor, integrated telecoms operator Vivacom and others

Investment holding period

and governance

• VTB Capital’s holding period is normally 3-5 years after which it sells its investments through

public listings or trade sales

• During the investment holding period, VTB Capital plays an active part in the governance of

portfolio companies, by helping develop growth strategies, creating consolidation

opportunities and improving efficiencies

• VTB Capital has established a strong track record in exciting investments, both to private

investors and via public markets, such as EPAM's New York listing last year, which was the

first IPO of a CIS company on the NYSE in over eight years

6

Background of the Transaction

Value maximisation for Tele2 and its shareholders

Expeditious process with minimal disruption to the operations of Tele2 Russia

Deal certainty, particularly with regards to financing and regulatory considerations

Strong balance sheet for Tele2 Group, SEK 12.5 billion distribution to shareholders, while maintaining flexibility to pursue growth opportunities beyond current footprint

7

Tele2 Russia has Shown Stellar Growth

Since its Entry into the Market

• Tele2 enters Russian market via acquisition of 12 regional

mobile operators

• Launch of GSM networks in Russia

• Acquires a cellular operator in Voronezh Region

• Acquisition of Teleset’s mobile network in the region of Kaliningrad

• Launch of network in the Krasnodar Region and Adygei Republic

• The company continues to invest in rollout, despite challenging economic conditions

• launches a GSM network in

Voronezh Region and

acquires a cellular operator in

Lipetsk

• Acquires four GSM operators

in Arkhangelsk, Murmansk

and Novgorod Regions and in

the Komi Republic

• Lipetsk Region and Komi

Republic relaunched under

Tele2 brand

174 208 486 1 344

3 274

6 453

8 560

10 422

14 451

18 438

20 636

22 716

0

7 000

14 000

21 000

28 000

2001A 2002A 2003A 2004A 2005A 2006A 2007A 2008A 2009A 2010A 2011A 2012A

Subscribers ‘000s

Revenue (1)

(RUB Bn)

YoY Growth

2.1

80%

1.2

n.a.

1.2

4%

1.2

(2%)

4.1

71%

10.3

151%

18.1

76%

25.3

40%

29.4

16%

42.7

45%

51.9

22%

59.5

11%

EBITDA (1)

(RUB Bn)

% Margin

(0.7)

(35%)

0.3

25%

0.3

25%

(0.2)

(11%)

(0.6)

(15.%)

2.1

20%

5.8

32%

8.6

34%

9.7

33%

14.9

35%

20.3

39%

21.7

37%

Phase 1

Initial Launch

Phase 2

Market Penetration

Phase 3

Market Expansion

2001- 2004 2005-2006 2007-2012

Source: Company Information

Notes

1. For reference current RUB/SEK FX rate of 0.20942

8

Transformed Tele2 Group

(SEKm) SE NL NO KZ HR

Rank 2/4 4/4 3/3 3/4 3/3

Sales 12,699

(41%)

5,267

(17%)

4,749

(15%)

957

(2%)

1,321

(4%)

EBITDA 3,365

(54%)

1,549

(25%)

214

(3%)

-387

(n/a)

60

(1%)

Nr. of FTE's 1,576 1,016 437 663 133

Nr. of Subs

(millions) 4.6 1.0 1.2 3.4 0.8

(SEKm) LAT LIT EST GER AUS

Rank 2/3 1/3 2/3 n/a n/a

Sales 1,036

(4%)

1,206

(4%)

886

(3%)

946

(3%)

1,353

(4%)

EBITDA 358

(6%)

433

(7%)

236

(4%)

278

(4%)

333

(5%)

Nr. of FTE's 275 103 272 82 355

Nr. of Subs

(millions) 1.0 1.8 0.5 0.8 0.3

2012 Full Year Financials

9

Tele2 Well-Positioned for Future Growth

Leading Infrastructure-Based Challenger

with an Attractive Market Mix

Uniquely Positioned to Capitalize on Mobile

Data and Internet Growth

Strong Opportunities for Enhanced Cost

Efficiency Unique Position for Continued Growth

1 2

3 4

10

0%

5%

10%

15%

20%

25%

30%

Q2-08 Q2-09 Q2-10 Q2-11 Q2-12

Price Perception – Postpaid Sweden Percent of respondants

Telia

Telenor

Tele2

3

Comviq (Tele2)

Halebop

Leading Infrastructure-Based

Challenger with an Attractive Market Mix

Infrastructure-based challenger

Attractive macroeconomic footprint

Best commercial offer in the market

Uniquely positioned to gain market

share from incumbents

Strong Spectrum Portfolio Best Commercial Offer in the Market

Attractive Market Mix

Tele2

Telia

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3G 4G

Tele2 Sweden - Mb/week

France

Spain

UK

Italy

Sweden

Finland

0% 5% 10% 15% 20% 25% 30% 35%

•

Demand Growth – European Mobile Data Usage

Tele2 Kazakhstan – Mb/week MBB Penetration (“Large Screen Data Only”)

EUR/Sub/month

Uniquely Positioned to Capitalise on

Mobile Data and Internet Growth

Aug 2011 May 2012 Jan 2013

2012-1 2012-13 2012-25 2012-37 2012-49 2013-9

Netherlands

Austria

Germany

0,0

2,0

4,0

6,0

8,0

10,0

2009 2010 2011 2012 2013e 2014e 2015e 2016e

Smartphone 3G Tablets and dongles 3G Smartphone LTE Tablets and dongles LTE

Pb

Source: Internal company information, Arthur D little , BNP Paribas and Analysys Mason

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33.1% 30.8%

28.0% 27.1% 25.8% 25.6%

23.2% 23.1% 22.3% 21.7%

Strong Opportunities for Enhanced

Cost Efficiency

-0.9%

AT Kearney cost benchmark

Reduction in Network Cost Cost Leadership

Best practice in Swedish network JV

structure Significant mobile network capex and opex

savings

Netherlands Opportunities to co-build due to obligation to

share sites and towers

T2 2010 T2 2011

JV's Capex

& Opex Tele2 share

of JV's Capex

& Opex

Tele2 saving

If Tele2 would

build own

network

Capex & Opex

100% 40%

50%

90%

Principle of JV Saving CAPEX & OPEX

Cost Leadership Tele2 continues to reduce the cost gap but

is still second best

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Unique Position for Continued Growth

Revenue Tele2 Group ex. Russia SEK Bn

29,9 29,5 30,7

0

10

20

30

40

2010A 2011A 2012A 2015E

EBITDA Tele2 Group ex. Russia SEK Bn

5,8 6,7 6,2

0

2,5

5

7,5

10

2010A 2011A 2012A 2015E

• Tele2 expects to achieve compounded

annual revenue growth for the Group of

between 5 – 7 percent until year 2015,

reaching at least SEK 35.6 billion.

• Tele2 expects to achieve compounded

annual EBITDA growth for the Group of

between 10 – 12 percent until year 2015,

reaching at least SEK 8.3 billion.

• All operations in the Group should have at

least 20 (earlier 24) percent return on

capital employed (ROCE).

• The positive operational development over

the next three years will predominantly be

driven by strong mobile development in

Sweden, the Netherlands, Norway and

Kazakhstan.

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Tele2’s Strengths

Tele2 – a European mobile operator

‒ Mobile is our strategy

We will be the champions of customer value in everything we do

‒ We will excel in our core assets, the customer relationship and mobile access

‒ We will be the operator of choice

‒ We will continue to innovate in products, price and packaging

‒ Through operational excellence, we will lead on cost and price

‒ We do the unexpected, putting our edge to use

‒ We are fast and react quickly with a time to market beating the competition

We always provide our customers what they

need, for less

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16.3

9.0

3.2

-23.0 12.5

Pro forma net debtQ4'12 incl. Dutch

LTE license

Proceeds from sale Ordinary dividend Extraordinarydividend

Net debt excl. Tele2Russia

Net debt development scenario SEK billion

1.75x EBITDA 2012

1.25x EBITDA 2012

Net debt excl.

Tele2 Russia

16

Tele2 to Return SEK 15.7 Bn to its

Shareholders

SEK 12.5 Bn Share

Redemption Program

• To reach its targeted level for an efficient capital structure following the closing

of the transaction, Tele2’s Board of Directors proposes to distribute SEK 28

per share, totaling SEK 12.5 billion, by means of a redemption of shares

• The redemption of shares will be subject to approval at the Extra General

Meeting, which will be called by the Board of Directors upon closing of the

transaction

• The dividend for 2012 of SEK 7.10 per share, totaling SEK 3.2 billion, will be

paid as previously announced

Target Leverage

• The Tele2 Group will maintain its balance sheet target of a net debt to EBITDA

ratio of between 1.25 and 1.75 times over the medium term to cater for an

efficient capital structure

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Transaction Timetable

• 27 March 2013: Agreement with VTB Group to sell Tele2 Russia

announced

• The transaction is expected to close shortly

• Following closing of the transaction the Board of Directors will call an

EGM to propose the SEK 12.5 billion capital distribution through the

redemption of shares

18

Summary

Compelling offer and transaction structure, crystallizing our

success in Russia

The transformed Tele2 Group offers a convincing investment story

Strong balance sheet enabling operational flexibility and attractive

shareholder remuneration policy

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