SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F/A

(Amendment No. 1)

 

(Mark One)

 

OR

 

For the fiscal year ended December 31, 2005

OR

 

For the transition period from              to                   

OR

 

Date of event requiring this shell company report                     

Commission File No. 000-50121

TeliaSonera AB

(Exact name of Registrant as specified in its charter)

Sweden

(Jurisdiction of incorporation)

Sturegatan 1, SE-106 63 Stockholm, Sweden

(Address of principal executive offices)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Shares, nominal value SEK 3.20

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report:

Shares, nominal value SEK 3.20: 4,490,457,213

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x    No o

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes o    No x

Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2), has been subject to such filing requirements for the past 90 days. Yes x    No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o   Accelerated filer o    Non-accelerated filer x

Indicate by check mark which statement item the registrant has elected to follow. Item 17 x    Item 18 o

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No x

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o    No o

Explanatory Note

TeliaSonera AB is filing this Amendment No. 1 to its annual report on Form 20-F for the fiscal year ended December 31, 2005, as filed with the U.S. Securities and Exchange Commission on April 6, 2006 (the “2005 20-F”), by setting forth the following amendments to Item 17. Financial statements and Item 19. Exhibits of the 2005 20-F to provide separate audited consolidated financial statements of Turkcell Iletisim Hizmetleri A.S. (“Turkcell”) as of and for the fiscal year end December 31, 2005, including the audit report of Cevdet Suner Denetim ve Yeminli Mali Musavirlik A.S. relating thereto, as required under Rule 3-09 of Regulation S-X. This amendment also includes comparative information on Turkcell as of December 31, 2004 and for the fiscal years ended December 31, 2004 and 2003.

2

Item 17. Financial statements

Separate consolidated financial statements for Turkcell included as Exhibit 14.1 hereto, including the independent auditors’ report of Cevdet Suner Denetim ve Yeminli Mali Musavirlik A.S. with respect to the consolidated financial statements for Turkcell, are hereby incorporated by reference.

3

---

Item 19. Exhibits

Form 20-F Item Heading				Location in this document		Page No.
19		Exhibits
		1		Articles of Association of TeliaSonera AB (incorporated herein by reference to Exhibit 1 to the Annual Report on Form 20-F for the period ended December 31, 2004, filed by TeliaSonera AB with the Securities and Exchange Commission on April 7, 2005)
		4.1		Combination Agreement, dated as of March 26, 2002, by and between Telia AB and Sonera Corporation (incorporated herein by reference to Exhibit 2.1 to the Registration Statement on Form F-4 filed by Telia AB with the Securities and Exchange Commission on October 1, 2002 (the “Form F-4”)).
		4.2		Amendment to the Combination Agreement, dated as of September 27, 2002, by and between Telia and Sonera (incorporated herein by reference to Exhibit 2.2 to the Form F-4).
		4.3		Framework Agreement, dated as of March 15, 2001, between Telia AB and Telia Mobile AB, NetCom AB and Tele2 AB (incorporated herein by reference to Exhibit 10.1 to the Form F-4).
		4.4		Shareholder Agreement, dated as of March 15, 2001, between Telia AB, Telia Mobile AB, NetCom AB and Tele2 AB (incorporated herein by reference to Exhibit 10.2 to the Form F-4).
		4.5		Registration Rights Agreement, dated as of September 27, 2002 between Telia AB and the Kingdom of Sweden (incorporated herein by reference to Exhibit 10.3 to the Form F-4).
		4.6		Registration Rights Agreement, dated as of September 27, 2002, between Telia AB and the Republic of Finland (incorporated herein by reference to Exhibit 10.4 to the Form F-4).
		6		See Note 21 to Consolidated Financial Statements, section “Earnings per share and dividends.”		109
		7		For definitions of certain ratios used in this report, see Ten-Year Summary.		180
		8		For significant subsidiaries as of the end of the year covered by this annual report, see Supplemental Information, Item 4.C—Organizational Structure.		186
		12.1		Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act 2002.
		12.2		Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
		13.1		Certification by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
		13.2		Certification by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

 

4

---

 

14.1

Consolidated Financial Statements of Turkcell Iletisim Hizmetleri A.S., including independent auditors’ report of KPMG Cevdet Suner Denetim ve Yeminli Mali Musavirlik A.S. regarding the consolidated financial statements of Turkcell Iletisim Hizmetleri A.S.

 

 

5

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

		TELIASONERA AB
		By:		/s/ ANDERS IGEL
June 27, 2006				Name: Anders Igel Title: President and Chief Executive Officer
		By:		/s/ KIM IGNATIUS
				Name: Kim Ignatius Title: Chief Financial Officer

 

 

6