And Com Hem Holding Ab(Publ)

INFORMATION TO THE SHARE- HOLDERS OF TELE2 AB (PUBL) AND COM HEM HOLDING AB (PUBL) REGARDING MERGER OF THE COMPANIES IMPORTANT INFORMATION This document (the “Merger Document”) describes the proposed statutory merger should be given to the types of events and transactions that are excluded from the of Tele2 AB (publ) and Com Hem Holding AB (publ) (the “Merger”). In the Merger calculation of these non-IFRS measures. Other companies may calculate non-IFRS Document, “Tele2” and the “Company” refers to Tele2 AB (publ), registration number measures differently than Tele2 or Com Hem does. 556410-8917, or the group in which Tele2 AB (publ) is the parent company or a subsidiary of the group, depending on the context. “Com Hem” refers to Com Hem Forward-looking statements Holding AB (publ), registration number 556858-6613, or the group in which Com Certain statements contained in the Merger Document may constitute forward- Hem Holding AB (publ) is the parent company or a subsidiary of the group, depending looking information or forward-looking statements. These include statements using on the context. “Enlarged Tele2” refers to the combined company which is the the words “believe,” “expect,” “seek,” “target,” “outlook,” “may,” “will,” “should,” result of the Merger and the “Group” refers to the group in which Enlarged Tele2 “could,” “estimate,” “continue,” “expect,” “intend,” “plan,” “predict,” “potential,” is the parent company or a subsidiary of the group, as the context may require. In “project” and “anticipate,” and similar statements which do not describe the present conjunction with the Merger, the Board of Directors of Tele2 and the Board of Directors or provide information about the past. Such forward-looking statements are subject of Com Hem (together the “Boards”) have prepared a merger plan which provides to known and unknown risks, uncertainties and other factors which may cause the for the merger of Tele2 and Com Hem, subject to shareholder approval (the “Merger actual results, performance, achievements or developments of Tele2, Com Hem or Plan”). Pursuant to the Merger Plan, Tele2 as the acquiring company will absorb Com the combined group to be materially different from any future results, performance, Hem, after which Com Hem will be dissolved. Pursuant to the Merger Plan, one share achievements or developments expressed or implied by such forward-looking in Com Hem entitles the holder to receive 1.0374 new B shares in Tele2 (the “Non- statements. Such statements reflect the current views of management of Tele2 and Cash Consideration”) and SEK 37.02 in cash (the “Cash Consideration” and together Com Hem and are subject to a number of risks and uncertainties. These statements with the Non-Cash Consideration, the “Merger Consideration”). On the same day are based on many assumptions, uncertainties and other factors, including general as the Boards agreed on the Merger Plan, i.e. on January 9, 2018, they entered into a economic and market conditions, industry conditions, corporate approvals, merger agreement, which essentially stipulates that Tele2 and Com Hem have agreed regulatory approvals and operational factors, the occurrence or non-occurrence of to combine their business operations through the Merger (the “Merger Agreement”). which could cause the actual results of the combined group, including its financial The Merger Document has been approved and registered by the Swedish Financial condition and/or profitability, to differ materially from or fail to meet the expectations Supervisory Authority (Sw. Finansinspektio nen) (“SFSA”) pursuant to the provisions expressed or implied in the forward-looking statements. Any changes in such of Chapter 2b, Sections 2 and 4 of the Swedish Financial Instruments Trading Act assumptions or factors could also cause actual results to differ materially from current (1991:980) (Sw. lagen (1991:980) om handel med finansiella instrument). Approval expectations. In addition, the forward-looking estimates and forecasts reproduced and registration by the SFSA does not imply that the SFSA guarantees that the in this document from third-party industry reports could prove to be inaccurate. factual information provided in the Merger Document is correct and complete. The Thus, no assurance is given that forward-looking statements will prove to have been Merger Document is governed by Swedish law. The courts of Sweden have exclusive correct. jurisdiction to settle any dispute arising out of or in connection with the Merger All forward-looking statements attributable to Tele2, Com Hem and Enlarged Document. The Merger Document has been prepared in both a Swedish language and Tele2, persons acting on their behalf or other third parties, are expressly qualified in English language version. In the event of any discrepancy, the Swedish language their entirety by the cautionary statements set out in this paragraph. Undue reliance version shall prevail. should not be placed on such statements, which speak only as of the date they are No person has been authorized to provide any information or give any statements made. Such factors include, but are not limited to: the failure to complete the Merger other than those provided in the Merger Document. Delivery of the Merger Document and/or conditions for the Merger or to complete them on the currently proposed shall not under any circumstances indicate that the information presented in terms; a deterioration in economic and business conditions and industry trends in the Merger Document is correct on any other day than on the date of the Merger the countries in which Enlarged Tele2 will operate; the failure by Enlarged Tele2 to Document, or that there would not have been any adverse changes or events after successfully obtain a spectrum license, or to achieve the expected benefits from such the date of the Merger Document, which could have an adverse effect on Tele2’s, licenses; changes in consumer viewing habits; changes in legislation, regulation or Com Hem’s or Enlarged Tele2’s business, financial position, results of operation or government policy in the countries in which Enlarged Tele2 will operate; an increase prospects. in competition in the telecommunications industry in the countries in which Enlarged Investors must not construe the contents of the Merger Document as legal, Tele2 will operate; the leakage of sensitive customer data; the loss of key employees investment or tax advice. Each investor should consult such investor’s own counsel, and the availability of qualified personnel; fluctuations in currency exchange rates accountant or business advisor as to legal, investment or tax advice and related and interest rates; the inability for Tele2 and Com Hem to successfully integrate and matters pertaining to the Merger. Unless otherwise stated, any statements with realize the anticipated efficiencies from the Merger; and other factors that are set out respect to market environment, developments, growth rates, trends and competitive in “Risk Factors.” Additional factors could cause actual results to differ materially from situation in the markets in which Tele2 or Com Hem respectively operate are based those in the forward-looking statements. See “Risk Factors.” Subject to compliance upon reasonable estimates of the management of the respective company that such with applicable laws and regulations of the relevant stock exchanges, Tele2 and Com information concerns. Hem disclaim any intention or obligation to confirm, update or revise any forward- With the exception of what is set out in the the sections “Enlarged Tele2 pro forma looking statements and undertake no obligation to release publicly the results of any financial information”, “Information on Tele2 – Selected historical consolidated future revisions to the forward-looking statements to reflect events or circumstances financial and other information” and “Information on Com Hem – Selected historical after the date hereof or to reflect the occurrence of unanticipated events. Past consolidated financial and other information” as well as in the financial statements performance of Tele2 and Com Hem does not guarantee or predict future performance with auditor’s report for Tele2, included elsewhere in this Merger Document, the of Enlarged Tele2. financial statements with auditor’s report for Com Hem, incorporated by reference There can be no assurance that the Merger will occur or that the anticipated into this Merger Document, and the auditors’ report on the merger plan in accordance benefits of the Merger will be realized. The Completion of the Merger is subject to with chapter 23 section 11 of the Swedish Companies Act (2005:551), incorporated various approvals, including competition and regulatory approvals. by reference into this Merger document, no information in the Merger Document has been audited or reviewed by Tele2’s or Com Hem’s auditors, respectively. Sources of industry and market data The Merger Document is made available at Tele2’s head office and Tele2’s Unless otherwise indicated, the information contained in this Merger Document website www.tele2.com, at Com Hem’s head office and Com Hem’s website www. on the market environment, market developments, growth rates, market trends comhemgroup.com. and competition in the markets in which Tele2 and Com Hem operate is taken from Citigroup Global Markets Limited (“Citi”) and Nordea Bank AB (publ) (“Nordea”) sources, including, but not limited to publicly available, or private third-party are financial advisers to Tele2, and

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