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Tele2 Interim / Quarterly Report 2012

Jul 19, 2012

2981_ir_2012-07-19_7618c976-2e26-4693-b0ef-7ae07d903c01.pdf

Interim / Quarterly Report

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Interim Report January-June 2012

Q2 2012 Highlights

Group net sales growth of 10 percent

● Net sales amounted to SEK 11,064 (10,078) million corresponding to a growth of 10 percent in the quarter. EBITDA in Q2 2012 amounted to SEK 2,715 (2,809) million, equivalent to an EBITDA margin of 25 (28) percent.

Strong customer intake in market area Russia

● In Q2 2012, Tele2 Russia added 693,000 (720,000) customers leading to a total customer base of 21.6 (19.7) million. EBITDA amounted to SEK 1,199 (1,115) million, equivalent to an EBITDA margin of 37 (39) percent.

Sustained mobile revenue growth in market area Nordic

● Mobile revenue in Sweden grew by 6 percent, as customer demand for smartphones and data services increased further during the quarter. This trend was enhanced by a temporary marketing campaign during the months of March and April. As a result of increased marketing spend, the EBITDA margin was negatively affected. Tele2 Norway performed well

during the quarter, with increased focus on moving traffic on to its own network, leading to robust EBITDA margin development.

Significant operational progress in market area Central Europe & Eurasia

● During the quarter, Tele2 Kazakhstan completed the roll-out and commercial launch in the country, resulting in a customer intake of 759,000 (355,000). The total customer base amounted to 2.5 (0.7) million. The Baltic countries drove further cost cutting in the quarter, maintaining their firm EBITDA margin development.

Robust margin development in market area Western Europe

● Tele2 Netherlands maintained a stable EBITDA margin compared to same period last year, despite tough market conditions in the consumer and business segments. Both Tele2 Austria and Tele2 Germany continued their stable operational development thanks to a combination of innovative product offers and tight cost control.

Net sales Q2 2012

11,064 SEK million

EBITDA Q2 2012

2,715 SEK million

Key Financial Data

Q2
H1
SEK million 2012 2011 % 2012 2011 %
Net Sales 11,064 10,078 10 21,545 19,720 9
Net Sales excluding exchange rate differences 11,064 10,065 10 21,545 19,747 9
EBITDA 2,715 2,809 –3 5,286 5,353 –1
EBITDA excluding exchange rate differences 2,715 2,794 –3 5,286 5,347 –1
EBIT 1,427 1,737 –18 2,810 3,410 –18
EBIT excluding one-off items 1,447 1,794 –19 2,829 3,368 –16
Net Profit 849 1,108 –23 1,718 2,334 –26
Earnings per share, after dilution (SEK) 1.90 2.49 –24 3.85 5.24 –27

The figures presented in this report refer to Q2 2012 and continuing operations unless otherwise stated. The figures shown in parentheses refer to the comparable periods in 2011.

CEO comment

We noted promising financial indications during Q2 in what remain challenging market conditions. This quarter's record customer intake of 1,511,000 again reflects sustainable interest in our services and provides a good basis for earnings growth in the second half of the year.

It also demonstrates that our company enjoys diversified growth: Tele2 Kazakhstan has now surpassed Tele2 Russia when it comes to the rate of increase of customers. Our strong financial position means that we are able to pursue our growth strategies without compromising service. We continue to exploit the opportunities in the widespread move from voice to data in a profitable manner. Maintaining our focus on developing an ever more valuable business model for data services is central to strategy. Consequently, we will manage the migration from prepaid to postpaid services with innovative pricing

models designed to keep and develop our loyal customer base. Customer intake continued to grow significantly in Russia; Tele2 is perceived as a trusted brand, offering best deals with a satisfactory range of data services in a highly competitive market. We are definitely progressing, particularly in our newcomer and challenger regions, reaching the critical levels to realise significant operational leverage. ARPU growth was accounted for by increased usage, proving again that we are delivering much sought-after services. Notably on the regulatory side, the official report of the Radio Research and Development Institute (NIIR) submitted to the State Commission for Radio Frequency (GKRCh) in May expressed strong support for the application of technology neutrality on spectrum use. GKRCh has confirmed that it will make a ruling on technology neutrality by year end 2012.

The environment for telecommunications in the Nordic countries remains competitive but attractive. In Sweden, more diversified and targeted offers together with sophisticated pricing and continuous efforts to drive costs down have helped improve margin trends within our mobile services. As long as we keep focused, we expect to meet our full-year EBITDA guidance. We can see early signs of the adoption of 4G services, with Tele2 now servicing more than 70,000 users. Innovative offerings such as WyWallet (mobile payments),

"Our strong financial position means that we are able to pursue our growth strategies without compromising service."

+46 (VoIP when travelling abroad) and roaming packages support us in our established ambition to provide our customers with what they need for less. The level of competition in Norway appeared more normalized during the second quarter and we are encouraged by the company's current run rate of building market share both in numbers of customers and revenue. We are building out our own network and moving traffic away from our MVNO hosts. Our operations in the Netherlands performed satisfactorily during the quarter:

customer intake progressed well, particularly in the business and mobile segments. Tele2 Austria executed its strategy well, dominating its niche residential and SME markets. In Germany, we managed to keep delivering stable EBITDA margins and have also profitably developed fixed services by means of mobile backhaul-based solutions.

I am particularly proud of Tele2 Kazakhstan's solid performance during this quarter, which established our Kazakh operation as another growth engine of the Tele2 group. The company benefited from a strong customer momentum and the acknowledgement that it offers the best prices in the market combined with a strong data proposition. Tele2 Kazakhstan now covers the whole country and will continue to work on improving network capabilities in the course of the year. Our operations in Estonia, Latvia and Lithuania pursue their steady course, managing to uphold great results and gain further market share under sustained competitive pressure.

We keep challenging costs and ourselves to stay ahead of the game; it is safe to say that today's results lay a good foundation for Tele2's future growth.

Mats Granryd President and CEO, Tele2 AB

Financial Overview

Tele2's financial performance is driven by its relentless focus on developing mobile services on its own infrastructure, complemented in certain countries by fixed broadband services and businessto-business offerings. Mobile sales, which grew compared to the same period last year, and greater efforts to develop mobile services on own infrastructure have further improved Tele2's EBITDA contribution. The group will concentrate on maximizing the return from fixed-line operations, as their customer base continues to decline.

Net customer intake amounted to 1,511,000 (1,052,000) in Q2 2012. The customer intake in mobile services amounted to 1,659,000 (1,220,000). This trend was mainly driven by a good customer intake in Tele2 Kazakhstan, complemented by solid customer intake in Tele2 Russia, whose customer bases grew by 759,000 (355,000) and 693,000 (720,000) customers respectively. The fixed broadband customer base lost –7,000 (–15,000) customers in Q2 2012, primarily attributable to Tele2's operations in Netherlands and in Germany. As expected, the number of fixed telephony customers fell in Q2 2012. On June 30, 2012 the total customer base amounted to 36,270,000 (32,290,000) thanks to a continued growth in mobile services.

Net sales in Q2 2012 amounted to SEK 11,064 (10,078) million corresponding to a growth excluding exchange rate differences and one-off items of 10 percent. The revenue development was mainly a result of sustained success in mobile services and the integration of Network Norway.

EBITDA in Q2 2012 amounted to SEK 2,715 (2,809) million, equivalent to an EBITDA margin of 25 (28) percent. The EBITDA development was negatively affected by significant marketing efforts in Tele2 Sweden and supported by improved EBITDA contribution in Tele2 Russia thanks to a more favourable market environment. EBITDA in Tele2 Sweden was negatively affected by SEK 25 million due to a new method for calculation of bad debt reserves, of which SEK 20 million related to mobile (Note 2).

EBIT in Q2 2012 amounted to SEK 1,447 (1,794) million excluding one-off items1). Including one-off items, EBIT amounted to SEK 1,427 (1,737) million. The EBIT development was negatively impacted by SEK 72 million (Note 2) as a result of an accelerated depreciation of network equipment in the Baltic region in preparation for a network replacement.

Profit before tax in Q2 2012 amounted to SEK 1,106 (1,507) million.

Net profit in Q2 2012 amounted to SEK 849 (1,108) million. Reported tax for Q2 2012 amounted to SEK –257 (–399) million. Tax payment affecting cash flow amounted to SEK –112 (–325) million.

Cash flow after CAPEX in Q2 2012 amounted to SEK 773 (693) million.

CAPEX in Q2 2012 amounted to SEK 1,586 (1,651) million, driven mainly by further network expansion in Sweden, Norway, Russia and Kazakhstan.

Net debt amounted to SEK 17,611 (13,574) million at June 30, 2012, or 1.58 times 12-month rolling EBITDA. Tele2's available liquidity amounted to SEK 12,945 (10,609) million (Note10 for further information on financial debt).

Net sales

EBITDA and EBITDA margin

1) See section EBIT on page 20.

Financial Guidance

Tele2's objective is to maintain a healthy balance between growth regions and more mature markets and to be established in Europe and Eurasia. The group will secure licences through strong local connections within the business and political communities in all its markets. Tele2's core markets are characterized by:

  • An established Best Deal position.
  • The capability to reach a top 2 position in terms of customer market share, in an individual country or region.
  • A mobile operation based on own infrastructure should return at least 35 percent EBITDA margin.
  • All operations in the group should have at least 24 percent return on capital employed (ROCE).

Tele2 group forward looking statement

The following assumptions should be taken into account when estimating 2012 results for the group:

  • Tele2 forecasts a corporate tax rate of approximately 24 percent excluding one-off items. The tax payment will affect cash flow by approximately SEK 1,000 (earlier 1,200) million.
  • Tele2 forecasts a capex level of approximately SEK 5,500 million.

Tele2 Sweden forward looking statement

The following assumptions should be taken into account when estimating the operational performance of the Swedish mobile operations in 2012:

  • Tele2 expects mobile service revenue to grow by approximately 3–4 (earlier 3–5) percent.
  • Tele2 expects an EBITDA margin of between 30–32 percent, assuming that the market environment will remain stable.

Tele2 Norway forward looking statement

The following assumptions should be taken into account when estimating the operational performance of the total operations in Norway in 2012:

  • Tele2 expects a total revenue of between SEK 4,800–5,000 (earlier SEK 5,000–5,200) million.
  • Tele2 expects an EBITDA margin of between 2–3 percent.
  • Tele2 expects capex of between SEK 850–950 million.

Tele2 Russia forward looking statement

The following assumptions should be taken into account when estimating the operational performance of the total operations in Russia in 2012:

  • Tele2 expects the subscriber base to reach approximately 22 (earlier 21.5–22) million.
  • Tele2 expects ARPU to grow by 3–5 (earlier in low single digits) percent in local currency.
  • Tele2 expects an EBITDA margin of between 37–39 percent.
  • Tele2 expects capex of between SEK 1,300–1,500 million.

Tele2 Kazakhstan forward looking statement

The following assumptions should be taken into account when estimating the operational performance of the total operations in Kazakhstan in 2012:

  • Tele2 expects the subscriber base to reach approximately 3.0 (earlier 2.5–2.7) million.
  • Tele2 expects an EBITDA contribution of between SEK –350 to –400 million.
  • Tele2 expects capex of between SEK 550–600 million.
  • Tele2 expects to reach EBITDA break-even by 2H 2013.
  • Tele2 expects to reach a long-term mobile customer market share of 30 percent.

Tele2 Croatia forward looking statement

The following assumptions should be taken into account when estimating the operational performance of the Croatian mobile operations in 2012:

• Tele2 expects Croatia to reach an EBITDA margin of between 4–6 percent (earlier 20 percent by Q3 2013).

Shareholder remuneration

Tele2 will seek to pay a progressive ordinary dividend of 50 percent or more of net income excluding one-off items. Extraordinary dividends and the authority to purchase Tele2's own shares will be sought when the anticipated total return to shareholders is deemed to be greater than the achievable returns from the deployment of the capital within the group's operating segments or the acquisition of assets within Tele2's economic requirements.

Balance sheet

Tele2 has a target net debt to EBITDA ratio of between 1.25 and 1.75 times over the medium term. The group's longer term financial leverage should be in line with the industry and the markets in which it operates, and reflect the status of its operations, future strategic opportunities and contingent liabilities.

SIGNIFICANT EVENTS IN THE QUARTER

  • Tele2 Kazakhstan reached 2 million customers and completed the commercial launch in the country.
  • Tele2 Sweden introduced innovative services such as WyWallet and +46 VoIP.
  • Tele2 Russia issued a 10-year RUB 6 billion bond issue.
  • Tele2 established an EMTN programme.

  • Tele2 issued a 5-year SEK 2.3 billion bond in the Swedish bond market.

  • Tele2 entered into a 5-year revolving credit facility agreement of EUR 1.2 billion with a syndicate of 12 banks.
  • Fitch affirmed Tele2 Russia Holding AB's rating of BB+ with a stable outlook.
SEK million Q2 2012 Q2 2011 H1 2012 H1 2011 FY 2011
Mobile1)
Net customer intake (thousands) 1,659 1,220 2,338 1,742 3,413
Net sales 8,527 7,206 16,388 13,936 29,668
EBITDA 2,082 2,125 4,001 4,032 8,440
EBIT 1,115 1,459 2,139 2,730 5,625
CAPEX 1,222 1,320 2,008 2,250 4,727
Fixed broadband1)
Net customer intake (thousands) –7 –15 –29 –19 –70
Net sales 1,432 1,517 2,894 3,027 6,022
EBITDA 329 361 690 693 1,475
EBIT 92 120 225 227 535
CAPEX 201 162 319 325 643
Fixed telephony1)
Net customer intake (thousands) –141 –153 –239 –272 –573
Net sales 744 937 1,528 1,911 3,655
EBITDA 257 279 505 544 1,090
EBIT 233 233 453 453 911
CAPEX 11 13 21 30 70
Total
Net customer intake (thousands) 1,511 1,052 2,070 1,451 2,770
Net sales 11,064 10,078 21,545 19,720 41,001
EBITDA 2,715 2,809 5,286 5,353 11,212
EBIT2) 1,427 1,737 2,810 3,410 7,050
CAPEX 1,586 1,651 2,629 2,964 6,105
EBT 1,106 1,507 2,311 3,106 6,376
Net profit 849 1,108 1,718 2,334 4,904
Cash flow from operating activities 2,190 2,354 4,086 4,536 9,690
Cash flow after CAPEX 773 693 1,839 1,859 4,118

1) Exluding one-off items (see sections Net sales and EBIT on pages 16 and 20).

2) Total EBIT includes result from sale of operations and other one-off items stated under the segment reporting section of EBIT (page 20).

Net sales per product area, Q2 2012

Russia 30% Croatia 3%
Sweden 29% Latvia 2%
Netherlands 12% Germany 2%
Norway 11% Estonia 2%
Austria 3% Kazakhstan 2%
Lithuania 3% Other 1%

Net sales per country, Q2 2012

Percent

Overview by region

External sales less exchange rate fluctuations

Total 11,064 10,078 10% 21,545 19,720 9%
FX effects 13 0% –27 0%
11,064 10,065 10% 21,545 19,747 9%
Other 85 129 –34% 186 274 –32%
Austria 343 340 1% 697 683 2%
Germany 244 265 –8% 498 555 –10%
Netherlands 1,344 1,446 –7% 2,694 2,919 –8%
Kazakhstan 228 44 418% 393 74 431%
Croatia 337 314 7% 604 585 3%
Latvia 256 274 –7% 494 536 –8%
Lithuania 308 300 3% 598 582 3%
Estonia 225 207 9% 433 396 9%
Russia 3,277 2,865 14% 6,325 5,490 15%
Norway 1,208 717 68% 2,343 1,420 65%
Sweden 3,209 3,164 1% 6,280 6,233 1%
Q2 Q21) Growth YTD YTD1) Growth
2012 2011 2012 2011

1) Adjusted for fluctuations in exchange rates including acquisitions.

Nordic

The Nordic market area delivers strong cash flow to the Tele2 group and is the test bed for new services.

Sweden

In Q2 2012, EBITDA in Tele2 Sweden was negatively affected by SEK 25 million due to a new method for calculation of bad debt reserves, of which SEK 20 million related to mobile (Note 2).

Mobile Competition in the market persisted throughout the quarter in the form of marketing campaigns with a focus on bundle offers rather than on unit pricing. The temporary campaign that ran from the 8th of March to the 11th of April generated 148,000 customers in gross intake, of which 83,000 were accounted for in the second quarter, thus increasing sales cost. In Q2 2012, strong demand for handsets continued to support the shift from prepaid to postpaid in the market. During the quarter, Tele2 Sweden kept launching innovative smartphone offerings targeted at the prepaid segment in order to contribute to modifying the prepaid to postpaid migration trend. The smartphone installed base continued to grow, due to the increased sales of low-end smartphones.

The mobile EBITDA margin reached 25 (35) percent in the quarter. The margin was affected by increased sales cost mainly for subsidized smartphones during the temporary campaign. After the end of the campaign the operational performance started improving significantly on a monthly basis with April, May and June delivering an EBITDA margin of 16, 29 and 34 (excluding negative impact from calculation of bad debt reserves, Note 2) percent respectively.

MoU for the mobile operations in Sweden was 249 (253) and a blended ARPU of SEK 191 (192) was reported in the quarter.

Tele2 Sweden continued the roll-out of the combined 2G and 4G networks in the joint venture Net4Mobililty, covering at the end of Q2 2012 186 municipalities and 6.7 million people, with what will become the most extensive 4G network in the country.

In the Business segment, Q2 2012 showed continued improved intake in the Communication as a Service area, as well as a growth in customer base and overall EBITDA above expectations.

EBITDA less exchange rate fluctuations

Total 2,715 2,809 –3% 5,286 5,353 –1%
FX effects 15 0% 6 0%
2,715 2,794 –3% 5,286 5,347 –1%
Other –73 –37 –97% –122 –74 –65%
Austria 78 71 10% 160 152 5%
Germany 80 77 4% 171 161 6%
Netherlands 393 419 –6% 802 834 –4%
Kazakhstan –105 –129 19% –202 –202
Croatia 10 10 17 11 55%
Latvia 91 104 –13% 179 190 –6%
Lithuania 118 91 30% 239 204 17%
Estonia 65 56 16% 122 107 14%
Russia 1,199 1,117 7% 2,262 2,069 9%
Norway 93 38 145% 118 78 51%
Sweden 766 977 –22% 1,540 1,817 –15%
Q2 Q21) Growth YTD YTD1) Growth
2012 2011 2012 2011

During the quarter, Tele2 Sweden launched a number of innovative products and packages where the company finds a clear leverage on its strong position within mobile access. WyWallet is the first mobile payment solution where customers can easily pay and transfer money. +46, a mobile VoiP app available for smartphones, was also launched during the quarter. Furthermore, roaming buckets were introduced for better cost control when using data services abroad.

Fixed Broadband Tele2 Sweden experienced further growth in the fixed broadband customer base, mainly driven by success in the LAN segment and triple play offerings. The EBITDA margin for the fixed broadband segment was 3 (11) percent, affected by marketing campaigns in the quarter.

Fixed Telephony Tele2 Sweden reported an EBITDA margin of 31 (26) percent during the second quarter and saw, as expected, a continued decrease in demand for fixed telephony.

Norway

Mobile In the quarter, Tele2 Norway reported revenues of SEK 1,137 (617) million, positively impacted by the acquisition of Network Norway. Tele2 Norway experienced a successful quarter with a good net intake and better-than-expected profitability. In the residential market, sales campaigns focused on smartphones bundled with bucket-price subscriptions. All brands have been aiming to increase the share of bucket-price subscriptions in order to secure revenue streams.

Tele2 Norway reached an EBITDA contribution of SEK 81 (19) million in Q2 2012. The operational performance was helped by the fact that more traffic volume was moved on to the company's own network. On the first of July 2012, the interconnect level was lowered from NOK 0.40 to NOK 0.25 for Tele2 Norway and from NOK 0.70 to NOK 0.60 for Network Norway, which has been accounted for in the full-year guidance.

The roll-out is progressing according to plan with SEK 176 (67) million in CAPEX in Q2 2012. The scope of the roll-out is dependent on the regulatory decision on interconnect.

Fixed Telephony Fixed telephony showed a stable development of revenue and profitability during Q2 2012 compared with the previous quarter. Fixed telephony had an EBITDA contribution of SEK 11 (18) million in the second quarter.

Russia

The Russian operation is Tele2's most significant growth engine. The company has GSM licences in 43 regions covering approximately 62 million inhabitants. Tele2 Russia's strategy is to have a balanced approach to rolling out new regions, while maintaining a stable profitability in the more mature regions.

Mobile The overall operational development in the quarter was characterized by a more balanced marketing spend compared to Q1 2012 in combination with a solid customer intake. Tele2 Russia continued to pursue market share during the quarter, especially in regions that have not yet reached critical mass. By maintaining its focus on expanding market share in the second quarter, Tele2 Russia will benefit from additional operational leverage throughout the rest of the year. EBITDA amounted to SEK 1,199 (1,115) million, equivalent to a margin of 37 (39) percent.

The total customer base grew by 693,000 (720,000) in Q2 2012 divided into 201,000, 222,000 and 270,000 customers for the month of April, May and June respectively. During the last 12 months, Tele2 Russia's customer base has grown by 1,928,000 new users, proving that there is a continued solid demand for the company's services despite competitors' introduction of 3G services. The total customer base amounted to 21.6 (19.7) million at the end of Q2 2012. The churn level of the total customer base was stable during the quarter in spite of sustained high competitive pressure. Tele2 Russia will maintain its effort to be best in class in customer retention and continue to work with a commission structure to the retail channels in order to further enhance the quality of customer intake.

Despite an impact from customer base growth in new regions with lower initial service usage, and generally high competitive pressure throughout Tele2 Russia's footprint, MoU for the total operations increased by 8 percent compared to the year-earlier period, amounting to 262 (243). ARPU was SEK 51 (49) or RUB 229 (220).

On the regulatory side, Tele2 continued to hold a close dialogue with the authorities. The results of the trials in Omsk and Pskov held by the Radio Research and Development Institute (NIIR) clearly demonstrated the possibility to use effectively both LTE and GSM on the frequencies without loss of quality. NIIR's official report was handed over to the State Commission for Radio Frequency (GKRCh) in May, showing strong support in favour of technology neutrality. Tele2 believes that the regulatory authorities will maintain their established support to the regional operators and enable them to provide essential future-proof data services.

Tele2 Russia will keep looking for possibilities to carefully expand its operations through new licences as well as by complementary acquisitions.

Central Europe and Eurasia

Tele2's Baltic operations will remain focused on generating a strong cash flow contribution as the economies in the region stabilize. Tele2 Croatia is a challenger offering the Best Deal in both mobile telephony and mobile broadband. Tele2 Kazakhstan's operation is the latest growth opportunity for the group.

Kazakhstan

Mobile In Q2 2012, Tele2 Kazakhstan launched the remaining two regions, thereby creating the country's third mobile network. The milestone of 2 million customers was passed in May; however the momentum continued throughout the quarter and Tele2 Kazakhstan's total customer base reached 2.5 (0.7) million by the end of June.

In Q2 2012, Tele2 Kazakhstan introduced business offers targeted at small and medium enterprises. Further network expansion, quality and coverage improvement, especially in small towns and rural areas, will allow the company to increase its commercial activity and attract new customers in the different regions of the country.

Tele2 Kazakhstan will continue to strengthen its price leadership position by further developing marketing and sales activities. At the same time, the company will keep working on developing data network quality, a major focus of attention considering that in Q2 2012 data traffic increased up to nearly 75 percent. At the end of the quarter, Tele2 was awarded best 3G provider in "price/quality" ratio in Kazakhstan by an independent expert. Tele2 Kazakhstan will pursue network deployment throughout the year to have a geographic coverage comparable to that of its competitors.

Estonia

Mobile Despite increasing pressure on prices in the market Tele2 Estonia kept its position on price perception, which resulted in positive net intake in the postpaid segment.

To better control churn within the prepaid segment, Tele2 Estonia introduced new features aiming to strengthen its position in an aggressively competitive market. For instance, the company introduced price plans based on buckets with weekly or monthly fees that allow customers to get a certain amount of units such as SMS, Minutes, MB or a combination of those.

In Q2 2012, important projects of technical and IT integration contributed to an improved invoice process leading to lower bad debt, also supporting the positive EBITDA margin trend.

The integration of Televörgu AS continued to proceed at full speed while planned synergies started being visible during the quarter. Tele2 Estonia will keep developing infrastructure in terms of coverage, capacity and data capabilities through a network upgrade.

Lithuania

Mobile Tele2 Lithuania kept demonstrating stable financial performance during the quarter, in spite of an increased pressure from competitors.

Thanks to successful sales and marketing activities, Tele2 Lithuania achieved a positive customer intake during the quarter. More particularly, Tele2 Lithuania was successful in attracting business customers and in managing postpaid churn in a satisfactory way. As a result, the quarterly churn decreased compared to the same quarter last year.

Besides, Tele2 Lithuania managed to defend its prepaid customer base amid increased price competition in the market.

Revenue increased compared to the same period last year despite a negative impact derived from lower interconnect rates.

In Q2 2012, EBITDA grew compared to last year, helped by better cost control and higher revenue generation.

Tele2 Lithuania will keep focusing on growing its market share in the business segment, benefiting from general price sensitivity among private companies and state-owned organizations. Furthermore, Tele2 will continue to capitalize on the mobile broadband sales growth momentum and further develop infrastructure in terms of coverage, capacity and data capabilities through a network upgrade.

Latvia

Mobile Although operating in a highly competitive market, Tele2 Latvia delivered solid financial performance in Q2 2012. Increased operational efficiency, mobile data sales and a high level of customer satisfaction leading to lower churn resulted in a strong EBITDA contribution.

Tele2 Latvia focused on the development of customer loyalty and sales performance, while further developing infrastructure in terms of coverage, capacity and data capabilities through a network upgrade.

The company will continue to strengthen its market position by maintaining its price leadership and concentrating its efforts on the postpaid and business customer segments.

Croatia

Mobile Tele2 Croatia worked intensely to improve its performance in Q2 2012 and achieved increased revenue, driven by growth in customer base.

The customer base reached 765,000 (782,000) at the end of the quarter, amounting to a net customer growth of 43,000 (27,000).

Higher net customer intake was mainly due to successful campaigns in the residential and business postpaid voice segments.

Tele2 Croatia reached an EBITDA of SEK 10 (10) million. Going forward, Tele2 Croatia will continue to focus on increasing market share and on improving EBITDA margin to reach its set target by 2012.

Western Europe

Netherlands

Tele2 Netherlands was able to further grow its total customer base, which led to a solid performance in Q2 2012. The growth was mainly driven by high mobile intake and successful broadband contracts in the business market. EBITDA levels were stable, while revenue and cash flow performance was in line with the previous quarters.

Mobile Tele2 Netherlands has shown a steadily growing mobile intake during the last six months. In Q2 2012, the mobile customer base grew mainly due to intake in the high value postpaid segment. Prepaid intake remained stable during the quarter.

Fixed Broadband Despite fierce competition in the residential broadband market, Tele2 Netherlands managed to maintain its intake levels. In the business segment, Tele2 Netherlands won several large tenders amongst which a fixed telephony contract with the Dutch government, resulting in more than 300,000 civil servants using Tele2's network on a daily basis.

Germany

During Q2 2012, Tele2 Germany continued to focus on profitability throughout all segments. The voice-only customer segment remained the target segment. The company successfully addressed the market with traditional fixed telephony products and home telephony via mobile network products.

Mobile The mobile segment kept growing in line with expectations. Tele2 Germany followed an optimized intake strategy that resulted in a controlled growing customer base with stable profitability. Home telephony products are complemented with combined internet and telephony packages to better meet customer demands.

Fixed Broadband Tele2 Germany focused on retention and profitability, which resulted in a stable performance within the broadband segment that still experiences intense competition in a context of aggressive promotional offers.

Fixed Telephony Tele2 Germany held its solid position in the fixed telephony market during the quarter, still facing the general decline of the market segment and a relevant shift of the fixed telephony customer base over to the home telephony via mobile network offerings. Once again, Tele2 Germany achieved a very satisfying profitability level in the fixed telephony segment.

Austria

Tele2 Austria demonstrated steady financial performance as a consequence of strong sales focus and further emphasis on cost control. The further integration of Silver Server is on track and will remain a top priority in the coming months.

Fixed Broadband With stable order intake, Tele2 performed according to plan in the business segment. Silver Server continued to contribute to further growth in data revenues.

Fixed Telephony Cross- and upselling voice packages with additional binding prolongation remained the primary activity on voice packages during the second quarter, offsetting the lower minutes of use and stabilizing the voice revenues.

Other Items

Risks and uncertainty factors

Tele2's operations are affected by a number of external factors. The risk factors considered to be most significant to Tele2's future development are operating risks such as the availability of frequencies and telecom licences, operations in Russia and Kazakhstan, network sharing with other parties, integration of new business models, destructive price competition, changes in regulatory legislation, and financial risks such as currency risk, interest risk, liquidity risk and credit risk. In addition to the risks described in Tele2's annual report for 2011 (see Directors' report and Note 2 of the report for a detailed description of Tele2's risk exposure and risk management), no additional significant risks are estimated to have developed.

Company disclosure

Other

Tele2 will release the financial and operating results for the period ending September 30, 2012 on October 18, 2012.

The Board of Directors and CEO declare that the six-month interim report provides a fair overview of the parent company's and group's operations, their financial position and performance, and describes material risks and uncertainties facing the parent company and other companies in the group.

Stockholm, July 19, 2012

Tele2 AB

Mike Parton
Chairman
Lars Berg
Mia Brunell Livfors Jere Calmes
John Hepburn Erik Mitteregger
John Shakeshaft Cristina Stenbeck

Mats Granryd President and CEO

Review Report Introduction

We have reviewed the interim report for Tele2 AB (publ.) for the period January 1–June 30, 2012. The Board of Directors and the President are responsible for the preparation and presentation of this interim report in accordance with IAS 34 and the Annual Accounts Act. Our responsibility is to express a conclusion on this interim report based on our review.

Scope of Review

We conducted our review in accordance with the Standard on Review Engagements (SÖG) 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity. A review consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review has a different focus and is substantially less in scope than an audit conducted in accordance with ISA and other generally accepted auditing practices. The procedures performed in a review do not enable us to obtain a level of assurance that would make us aware of all significant matters that might be identified in an audit. Therefore, the conclusion expressed based on a review does not give the same level of assurance as a conclusion expressed based on an audit.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the interim report is not, in all material respects, prepared for the Group in accordance with IAS 34 and the Annual Accounts Act, and for the Parent Company in accordance with the Annual Accounts Act.

Stockholm, July 19, 2012 Deloitte AB

Thomas Strömberg Authorized Public Accountant

Telephone Conference

Tele2 will host a conference call, with an interactive presentation, for the global financial community at 10.00 am CET (09.00 am UK time/04.00 am NY time) on Thursday, July 19, 2012. The conference call will be held in English and also made available as an audiocast on Tele2's dedicated Q2 2012 website, reports.tele2.com/2012/Q2.

Dial-in information

To ensure that you are connected to the conference call, please dial in a few minutes before the start of the conference call to register your attendance.

Dial-in numbers

Sweden: +46 8 505 598 53 UK: +44 203 043 24 36 US: +1 866 458 40 87

Contacts

Mats Granryd President & CEO Telephone: +46 (0)8 562 000 60

Lars Nilsson CFO Telephone: +46 (0)8 562 000 60

Lars Torstensson

Director, Group Corporate Communication Telephone: +46 (0)8 562 000 42

Tele2 AB

Company registration nr: 556410-8917 Skeppsbron 18 P.O. Box 2094 SE-103 13 Stockholm Sweden Tel +46 (0)8 562 000 60 www.tele2.com

Visit our website: www.tele2.com

Appendices

Income statement Comprehensive income Change in shareholders' equity Balance sheet Cash flow statement Number of customers Net sales Internal sales EBITDA EBIT CAPEX Key ratios Parent company Notes

TELE2 IS ONE OF EUROPE 'S LEADING TELECOM OPERATORS, ALWAYS PROVIDING THE BEST DEAL. We have 36 million customers in 11 countries. Tele2 offers mobile services, fixed broadband and telephony, data network services, cable TV and content services. Ever since Jan Stenbeck founded the company in 1993, it has been a tough challenger to the former government monopolies and other established providers. Tele2 has been listed on the NASDAQ OMX Stockholm since 1996. In 2011, we had net sales of SEK 41 billion and reported an operating profit (EBITDA) of SEK 11.2 billion.

Income statement

SEK million Note 2012
Jan 1–Jun 30
2011
Jan 1–Jun 30
2011
Full year
2012
Q2
2011
Q2
CONTINUING OPERATIONS
Net sales 21,545 19,720 41,001 11,064 10,078
Operating expenses 2 –18,799 –16,474 –34,178 –9,657 –8,371
Other operating income 3 112 257 392 56 53
Other operating expenses –48 –93 –165 –36 –23
Operating profit, EBIT 2,810 3,410 7,050 1,427 1,737
Interest income/costs 10 –446 –128 –483 –268 –87
Exchange rate differences, external –7 –42 –24 6 –33
Exchange rate differences, intragroup 42 –39 13 –11 –56
Other financial items –88 –95 –180 –48 –54
Profit after financial items, EBT 2,311 3,106 6,376 1,106 1,507
Tax on profit 4 –593 –772 –1,472 –257 –399
NET PROFIT FROM CONTINUING OPERATIONS 1,718 2,334 4,904 849 1,108
DISCONTINUED OPERATIONS
Net profit/loss from discontinued operations 9 1 –8 –7 1 5
NET PROFIT 1,719 2,326 4,897 850 1,113
ATTRIBUTABLE TO
Equity holders of the parent company 1,719 2,326 4,897 850 1,113
Earnings per share (SEK) 8 3.87 5.24 11.03 1.91 2.51
Earnings per share, after dilution (SEK) 8 3.85 5.22 10.98 1.90 2.50
FROM CONTINUING OPERATIONS
Earnings per share (SEK) 8 3.87 5.26 11.05 1.91 2.50
Earnings per share, after dilution (SEK) 8 3.85 5.24 11.00 1.90 2.49

Comprehensive income

2012 2011 2011 2012 2011
SEK million Jan 1–Jun 30 Jan 1–Jun 30 Full year Q2 Q2
Net profit 1,719 2,326 4,897 850 1,113
OTHER COMPREHENSIVE INCOME
Components not to be reclassified to net profit:
Withholding taxes on dividends –161 –153 –161
Actuarial losses on defined benefit pension plans –59
Actuarial losses on defined benefit pension plans, tax effect 15
Total components not to be reclassified to net profit –161 –197 –161
Components to be reclassified to net profit:
Exchange rate differences –97 403 –163 –144 592
Exchange rate differences, tax effect –364 302 17 –219 261
Reclassification to net profit of cumulative exchange rate differences from
divested companies
16 4 11 16 3
Gain/loss on cash flow hedges 19 –133 –27 –9
Gain/loss on cash flow hedges, tax effect –5 35 7 2
Total components to be reclassified to net profit –431 709 –233 –367 849
Other comprehensive income for the period, net of tax –431 548 –430 –367 688
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 1,288 2,874 4,467 483 1,801
ATTRIBUTABLE TO
Equity holders of the parent company 1,288 2,874 4,467 483 1,801

Change in shareholders' equity

Jun 30, 2012 Jun 30, 2011 Dec 31, 2011
Attributable to Attributable to Attributable to
SEK million Note equity
holders of
the parent
company
non
controlling
interests
Total
share
holders'
equity
equity
holders of
the parent
company
non
controlling
interests
Total
share
holders'
equity
equity
holders of
the parent
company
non
controlling
interests
Total
share
holders'
equity
Shareholders' equity, January 1 21,449 3 21,452 28,872 3 28,875 28,872 3 28,875
Effect of restatement 11
Adjusted shareholders' equity,
January 1
21,449 3 21,452 28,872 3 28,875 28,872 3 28,875
Costs for stock options 8 21 21 19 19 44 44
New share issues 11 11 13 13
Sale of own shares 8 6 6 42 42 46 46
Repurchase of own shares –2 –2
Dividends 8 –5,781 –5,781 –11,991 –11,991 –11,991 –11,991
Comprehensive income for
the period
1,288 1,288 2,874 2,874 4,467 4,467
SHAREHOLDERS' EQUITY,
END OF PERIOD
16,983 3 16,986 19,827 3 19,830 21,449 3 21,452

Balance sheet

SEK million Note Jun 30, 2012 Jun 30, 2011 Dec 31, 2011 Dec 31, 2010
(see Note 11)
ASSETS
non
-current
assets
Goodwill 9 10,433 10,236 10,510 10,154
Other intangible assets 9 4,979 3,653 5,131 3,223
Intangible assets 15,412 13,889 15,641 13,377
Tangible assets 18,676 17,888 18,422 17,442
Financial assets 93 99 163 73
Deferred tax assets 4 2,509 3,287 2,977 3,296
non
-current
ASSETS
36,690 35,163 37,203 34,188
CURRENT ASSETS
Materials and supplies 546 344 486 273
Current receivables 8,726 7,424 8,084 6,642
Short-term investments 58 111 65 112
Cash and cash equivalents 7 1,147 1,978 1,026 870
CURRENT ASSETS 10,477 9,857 9,661 7,897
ASSETS 47,167 45,020 46,864 42,085
Equity
and
liabilities
SHAREHOLDERS' EQUITY
Attributable to equity holders of the parent company 16,983 19,827 21,449 28,872
Non-controlling interests 3 3 3 3
SHAREHOLDERS' EQUITY 8 16,986 19,830 21,452 28,875
LONG-TERM LIABILITIES
Interest-bearing liabilities 10 11,050 13,046 12,968 1,908
Non-interest-bearing liabilities 1,331 968 1,114 851
LONG-TERM LIABILITIES 12,381 14,014 14,082 2,759
SHORT-TERM LIABILITIES
Interest-bearing liabilities 10 7,802 2,630 1,696 2,516
Non-interest-bearing liabilities 9,998 8,546 9,634 7,935
SHORT-TERM LIABILITIES 17,800 11,176 11,330 10,451
EQUITY AND LIABILITIES 47,167 45,020 46,864 42,085

Cash flow statement

SEK million Note 2012
Jan 1–Jun 30
2011
Jan 1–Jun 30
2011
Full year
2012
Q2
2012
Q1
2011
Q4
2011
Q3
2011
Q2
2011
Q1
OPERATING ACTIVITIES
Cash flow from operations, excluding paid taxes 5,065 5,350 10,895 2,548 2,517 2,643 2,902 2,686 2,664
Taxes paid –314 –550 –948 –112 –202 –163 –235 –325 –225
Changes in working capital –665 –264 –257 –246 –419 –52 59 –7 –257
CASH FLOW FROM OPERATING ACTIVITIES 4,086 4,536 9,690 2,190 1,896 2,428 2,726 2,354 2,182
INVESTING ACTIVITIES
Capital expenditure in intangible and
tangible assets, CAPEX 6 –2,247 –2,677 –5,572 –1,417 –830 –1,753 –1,142 –1,661 –1,016
Cash flow after CAPEX 1,839 1,859 4,118 773 1,066 675 1,584 693 1,166
Acquisition of shares and participations 9 –230 –37 –1,589 –6 –224 –1,553 1 –37
Sale of shares and participations 9 –1 –21 8 –1 –7 36 –21
Other financial assets 28 4 18 2 26 14 1 3
Cash flow from investing activities –2,450 –2,731 –7,135 –1,422 –1,028 –3,313 –1,091 –1,718 –1,013
CASH FLOW AFTER INVESTING ACTIVITIES 1,636 1,805 2,555 768 868 –885 1,635 636 1,169
FINANCING ACTIVITIES
Change of loans, net 10 4,243 11,072 9,351 5,594 –1,351 –925 –796 11,739 –667
Dividends 8 –5,781 –11,991 –11,991 –5,781 –11,991
New share issues 11 13 2 11
Sale of own shares 8 6 42 46 2 4 4 20 22
Repurchase of own shares –2 –2
Shareholders contribution from
non-controlling interests 104 105 1 –2 106
Cash flow from financing activities –1,532 –762 –2,478 –185 –1,347 –920 –796 –234 –528
NET CHANGE IN CASH AND CASH
EQUIVALENTS 104 1,043 77 583 –479 –1,805 839 402 641
Cash and cash equivalents at
beginning of period 1,026 870 870 546 1,026 2,812 1,978 1,504 870
Exchange rate differences in cash
and cash equivalents 17 65 79 18 –1 19 –5 72 –7
CASH AND CASH EQUIVALENTS
AT END OF THE PERIOD
7 1,147 1,978 1,026 1,147 546 1,026 2,812 1,978 1,504

For additional cash flow information please refer to Note 7.

Number of customers

Number of customers Net intake
2012 2011
by thousands 2012
Note
Jun 30
2011
Jun 30
Jan 1–
Jun 30
Jan 1–
Jun 30
2011
Full year
2012
Q2
2012
Q1
2011
Q4
2011
Q3
2011
Q2
2011
Q1
Sweden
Mobile 3,761 3,654 37 47 117 58 –21 –25 95 39 8
Fixed broadband 483 483 9 –3 –12 4 5 2 –11 –7 4
Fixed telephony 481 597 –63 –54 –107 –29 –34 –27 –26 –26 –28
4,725 4,734 –17 –10 –2 33 –50 –50 58 6 –16
Norway
Mobile 1,105 513 39 16 3 23 16 –12 –1 8 8
Fixed telephony 86 97 –6 –6 –11 –3 –3 –2 –3 –3 –3
1,191 610 33 10 –8 20 13 –14 –4 5 5
Russia
Mobile 1
21,633
19,705 997 1,267 2,198 693 304 250 681 720 547
21,633 19,705 997 1,267 2,198 693 304 250 681 720 547
Estonia
Mobile 509 488 5 20 22 3 2 1 1 21 –1
Fixed telephony 5 10 –3 –1 –3 –1 –2 –1 –1 –1
514 498 2 19 19 2 21 –2
Lithuania
Mobile 1,750 1,701 29 16 36 20 9 –2 22 34 –18
Fixed telephony 2 2
1,752 1,703 29 16 36 20 9 –2 22 34 –18
Latvia
Mobile 1,021 1,036 2 9 –8 11 –9 –31 14 20 –11
1,021 1,036 2 9 –8 11 –9 –31 14 20 –11
Croatia
Mobile 1
765
782 55 44 –28 43 12 –117 45 27 17
765 782 55 44 –28 43 12 –117 45 27 17
Kazakhstan
Mobile 2,462 663 1,091 331 1,039 759 332 249 459 355 –24
2,462 663 1,091 331 1,039 759 332 249 459 355 –24
Netherlands
Mobile 372 330 45 –8 –11 32 13 2 –5 –4 –4
Fixed broadband 451 503 –24 –7 –35 –6 –18 –12 –16 –4 –3
Fixed telephony 157 208 –25 –25 –51 –12 –13 –11 –15 –13 –12
980 1,041 –4 –40 –97 14 –18 –21 –36 –21 –19
Germany
Mobile 83 38 45 17 21 31 14
Fixed broadband 90 110 –10 –6 –16 –3 –7 –5 –5 –2 –4
Fixed telephony 721 1,025 –114 –157 –347 –87 –27 –174 –16 –101 –56
894 1,135 –86 –163 –318 –73 –13 –148 –7 –103 –60
Austria
Fixed broadband 130 127 –4 –3 –7 –2 –2 –2 –2 –2 –1
Fixed telephony 203 256 –28 –29 –54 –9 –19 –11 –14 –10 –19
333 383 –32 –32 –61 –11 –21 –13 –16 –12 –20
TOTAL
Mobile 33,461 28,872 2,338 1,742 3,413 1,659 679 346 1,325 1,220 522
Fixed broadband 1,154 1,223 –29 –19 –70 –7 –22 –17 –34 –15 –4
Fixed telephony 1,655 2,195 –239 –272 –573 –141 –98 –226 –75 –153 –119
TOTAL NET INTAKE 36,270 32,290 2,070 1,451 2,770 1,511 559 103 1,216 1,052 399
Acquired companies 9 14 577 14 577
Divested companies –44 –44 –44
TOTAL NUMBER OF CUSTOMERS 36,270 32,290 2,084 1,407 3,303 1,511 573 680 1,216 1,052 355

Net sales

2012 2011 2011 2012 2012 2011 2011 2011 2011
SEK million Jan 1–Jun 30 Jan 1–Jun 30 Full year Q2 Q1 Q4 Q3 Q2 Q1
Sweden
Mobile 4,895 4,657 9,533 2,516 2,379 2,442 2,434 2,370 2,287
Fixed broadband 730 777 1,530 365 365 376 377 395 382
Fixed telephony 599 743 1,408 295 304 323 342 364 379
Other operations 59 60 110 33 26 17 33 38 22
6,283 6,237 12,581 3,209 3,074 3,158 3,186 3,167 3,070
Norway
Mobile
Fixed broadband
2,197
3
1,214
3
2,981
6
1,137
2
1,060
1
1,128
1
639
2
617
1
597
2
Fixed telephony 164 184 365 81 83 90 91 92 92
Other operations 1 9 1 9
2,365 1,401 3,361 1,220 1,145 1,228 732 710 691
Russia
Mobile 6,325 5,460 11,463 3,277 3,048 2,988 3,015 2,862 2,598
6,325 5,460 11,463 3,277 3,048 2,988 3,015 2,862 2,598
Estonia
Mobile 407 395 834 211 196 219 220 207 188
Fixed telephony 4 3 5 2 2 1 1 2 1
Other operations 22 21 28 12 10 7 10 11
433 419 867 225 208 220 228 219 200
Lithuania
Mobile 601 588 1,261 310 291 337 336 305 283
Fixed broadband 2 2 2
601 590 1,263 310 291 337 336 305 285
Latvia
Mobile 498 538 1,103 258 240 274 291 276 262
498 538 1,103 258 240 274 291 276 262
Croatia
Mobile 604 600 1,301 337 267 319 382 323 277
604 600 1,301 337 267 319 382 323 277
Kazakhstan
Mobile 393
393
70
70
346
346
228
228
165
165
161
161
115
115
41
41
29
29
Netherlands
Mobile 398 428 844 213 185 215 201 213 215
Fixed broadband 1,603 1,696 3,388 790 813 841 851 848 848
Fixed telephony 353 434 823 173 180 192 197 214 220
Other operations 341 383 771 169 172 207 181 189 194
2,695 2,941 5,826 1,345 1,350 1,455 1,430 1,464 1,477
Germany
Mobile 80 26 44 36 21 5
Fixed broadband 109 130 254 53 56 61 63 64 66
Fixed telephony 309 414 802 147 162 190 198 201 213
Other operations 15 14 –1 3 12
498 559 1,096 244 254 272 265 268 291
Austria
Fixed broadband 449 419 842 222 227 213 210 209 210
Fixed telephony 121 152 294 58 63 70 72 74 78
Other operations 127
697
117
688
241
1,377
63
343
64
354
60
343
64
346
61
344
56
344
Other
Other operations 186 351 662 85 101 154 157 166 185
186 351 662 85 101 154 157 166 185
TOTAL
Mobile 16,398 13,950 29,692 8,531 7,867 8,104 7,638 7,214 6,736
Fixed broadband 2,894 3,027 6,022 1,432 1,462 1,492 1,503 1,517 1,510
Fixed telephony 1,550 1,930 3,697 756 794 866 901 947 983
Other operations 736 947 1,835 362 374 447 441 467 480
21,578 19,854 41,246 11,081 10,497 10,909 10,483 10,145 9,709
Internal sales, elimination –33 –134 –245 –17 –16 –57 –54 –67 –67
TOTAL 21,545 19,720 41,001 11,064 10,481 10,852 10,429 10,078 9,642

Internal sales

SEK million 2012
Jan 1–Jun 30
2011
Jan 1–Jun 30
2011
Full year
2012
Q2
2012
Q1
2011
Q4
2011
Q3
2011
Q2
2011
Q1
Sweden
Mobile 3 4 6 3 2 3 1
3 4 6 3 2 3 1
Norway
Fixed telephony 22 19 42 12 10 12 11 10 9
22 19 42 12 10 12 11 10 9
Estonia
Other operations 21 28 7 10 11
21 28 7 10 11
Lithuania
Mobile 3 5 9 2 1 1 3 2 3
3 5 9 2 1 1 3 2 3
Latvia
Mobile 4 5 9 2 2 1 3 3 2
4 5 9 2 2 1 3 3 2
Netherlands
Other operations 1 3 3 1 2 1
1 3 3 1 2 1
Other
Other operations 77 148 41 30 37 40
77 148 41 30 37 40
TOTAL
Mobile 10 14 24 4 6 4 6 8 6
Fixed telephony 22 19 42 12 10 12 11 10 9
Other operations 1 101 179 1 41 37 49 52
TOTAL 33 134 245 17 16 57 54 67 67

EBITDA

2012 2011 2011 2012 2012 2011 2011 2011 2011
SEK million Note Jan 1–Jun 30 Jan 1–Jun 30 Full year Q2 Q1 Q4 Q3 Q2 Q1
Sweden
Mobile 2 1,293 1,563 3,160 637 656 798 799 819 744
Fixed broadband 2 44 54 111 12 32 14 43 43 11
Fixed telephony 2 166 179 348 90 76 89 80 96 83
Other operations 37 21 46 27 10 10 15 19 2
1,540 1,817 3,665 766 774 911 937 977 840
Norway
Mobile 2 96 40 –47 81 15 –67 –20 19 21
Fixed broadband 1 3 1 1 2
Fixed telephony 21 36 67 11 10 15 16 18 18
Other operations –3 –3
118 76 20 93 25 –54 –2 37 39
Russia
Mobile 2,262 2,057 4,480 1,199 1,063 1,209 1,214 1,115 942
2,262 2,057 4,480 1,199 1,063 1,209 1,214 1,115 942
Estonia
Mobile 109 108 234 55 54 58 68 57 51
Other operations 13 10 3
122 108 234 65 57 58 68 57 51
Lithuania
Mobile 239 205 451 118 121 123 123 92 113
239 205 451 118 121 123 123 92 113
Latvia
Mobile 179 188 380 91 88 94 98 103 85
179 188 380 91 88 94 98 103 85
Croatia
Mobile 17 11 78 10 7 24 43 10 1
17 11 78 10 7 24 43 10 1
Kazakhstan
Mobile –202 –190 –401 –105 –97 –110 –101 –119 –71
–202 –190 –401 –105 –97 –110 –101 –119 –71
Netherlands
Mobile 2 –11 57 115 –11 21 37 36 21
Fixed broadband 2 538 531 1,131 265 273 305 295 270 261
Fixed telephony 2 117 117 229 59 58 57 55 56 61
Other operations 2 158 135 331 80 78 118 78 62 73
802 840 1,806 393 409 501 465 424 416
Germany
Mobile 19 –7 –10 7 12 9 –12 –7
Fixed broadband 16 20 45 8 8 13 12 7 13
Fixed telephony 137 149 317 65 72 82 86 78 71
Other operations –1 –1
171 162 352 80 91 104 86 78 84
Austria
Fixed broadband 91 88 185 43 48 54 43 41 47
Fixed telephony 64 63 129 32 32 33 33 31 32
Other operations 5 2 11 3 2 5 4 2
160 153 325 78 82 92 80 72 81
Other
Other operations –122 –74 –178 –73 –49 –79 –25 –37 –37
–122 –74 –178 –73 –49 –79 –25 –37 –37
TOTAL
Mobile 4,001 4,032 8,440 2,082 1,919 2,159 2,249 2,125 1,907
Fixed broadband 690 693 1,475 329 361 387 395 361 332
Fixed telephony 505 544 1,090 257 248 276 270 279 265
Other operations 90 84 207 47 43 51 72 44 40
TOTAL 5,286 5,353 11,212 2,715 2,571 2,873 2,986 2,809 2,544

EBIT

2012 2011 2011 2012 2012 2011 2011 2011 2011
SEK million Note Jan 1–Jun 30 Jan 1–Jun 30 Full year Q2 Q1 Q4 Q3 Q2 Q1
Sweden
Mobile 2 672 1,022 2,050 320 352 507 521 541 481
Fixed broadband 2 –110 –113 –239 –67 –43 –90 –36 –51 –62
Fixed telephony 2 146 156 301 80 66 78 67 84 72
Other operations 15 3 8 15 1 4 10 –7
723 1,068 2,120 348 375 496 556 584 484
Norway
Mobile 2 –114 14 –147 –25 –89 –127 –34 6 8
Fixed broadband 1 3 1 1 2
Fixed telephony 19 33 62 10 9 13 16 15 18
Other operations –3 –3
–94 47 –85 –14 –80 –116 –16 21 26
Russia
Mobile 1,748 1,624 3,584 917 831 966 994 894 730
1,748 1,624 3,584 917 831 966 994 894 730
Estonia
Mobile 2 44 77 166 21 23 40 49 41 36
Other operations 8 6 2
52 77 166 27 25 40 49 41 36
Lithuania
Mobile 2 154 163 366 76 78 101 102 71 92
154 163 366 76 78 101 102 71 92
Latvia
Mobile 2 62 147 286 30 32 62 77 82 65
62 147 286 30 32 62 77 82 65
Croatia
Mobile –45
–45
–47
–47
–42
–42
–22
–22
–23
–23
–7
–7
12
12
–20
–20
–27
–27
Kazakhstan
Mobile 2 –366 –313 –720 –189 –177 –239 –168 –181 –132
–366 –313 –720 –189 –177 –239 –168 –181 –132
Netherlands
Mobile 2 –26 50 97 –15 –11 15 32 32 18
Fixed broadband 2 282 280 630 133 149 180 170 147 133
Fixed telephony 2 108 91 173 55 53 41 41 43 48
Other operations 2 121 83 228 61 60 90 55 37 46
485 504 1,128 234 251 326 298 259 245
Germany
Mobile 10 –7 –15 2 8 4 –12 –7
Fixed broadband 9 14 35 5 4 12 9 4 10
Fixed telephony 132 128 282 63 69 78 76 68 60
Other operations –1 –1
150 135 302 70 80 94 73 65 70
Austria
Fixed broadband 43 46 106 20 23 35 25 20 26
Fixed telephony 48 45 93 25 23 25 23 23 22
Other operations –5 –11 –14 –2 –3 –1 –2 –6 –5
86 80 185 43 43 59 46 37 43
Other
Other operations –126 –117 –236 –73 –53 –93 –26 –59 –58
–126 –117 –236 –73 –53 –93 –26 –59 –58
TOTAL
Mobile 2,139 2,730 5,625 1,115 1,024 1,322 1,573 1,459 1,271
Fixed broadband 225 227 535 92 133 138 170 120 107
Fixed telephony 453 453 911 233 220 235 223 233 220
Other operations 12 –42 –17 7 5 –6 31 –18 –24
2,829 3,368 7,054 1,447 1,382 1,689 1,997 1,794 1,574
One-off items –19 42 –4 –20 1 –26 –20 –57 99
TOTAL 2,810 3,410 7,050 1,427 1,383 1,663 1,977 1,737 1,673

EBIT, cont.

Specification
of
items
between
ebitda
and
ebit
SEK million Note 2012
Jan 1–Jun 30
2011
Jan 1–Jun 30
2011
Full year
2012
Q2
2012
Q1
2011
Q4
2011
Q3
2011
Q2
2011
Q1
EBITDA 5,286 5,353 11,212 2,715 2,571 2,873 2,986 2,809 2,544
Sale of operations –17 –40 –43 –18 1 –1 –2 –2 –38
Acquisition costs 9 –2 –3 –46 –2 –25 –18 –1 –2
Other one-off items 2, 3 85 85 –54 139
Total one-off items –19 42 –4 –20 1 –26 –20 –57 99
Depreciation/amortization and
other impairment
–2,458 –1,986 –4,159 –1,270 –1,188 –1,184 –989 –1,016 –970
Result from shares in
associated companies
1 1 1 2 –1 1
EBIT 2,810 3,410 7,050 1,427 1,383 1,663 1,977 1,737 1,673

CAPEX

2012 2011 2011 2012 2012 2011 2011 2011 2011
SEK million Note Jan 1–Jun 30 Jan 1–Jun 30 Full year Q2 Q1 Q4 Q3 Q2 Q1
Sweden
Mobile 459 576 1,096 236 223 404 116 178 398
Fixed broadband 116 135 245 87 29 67 43 67 68
Fixed telephony 3 2 1 2 2
Other operations 20 11 24 14 6 7 6 –1 12
598 722 1,367 338 260 478 167 244 478
Norway
Mobile 275 102 282 176 99 139 41 67 35
Fixed telephony 7 3 6 5 2 2 1 1 2
282 105 288 181 101 141 42 68 37
Russia
Mobile 858 773 2,010 577 281 575 662 511 262
858 773 2,010 577 281 575 662 511 262
Estonia
Mobile 35 45 83 22 13 17 21 18 27
Other operations 2 2
37 45 83 24 13 17 21 18 27
Lithuania
Mobile 40 44 114 24 16 39 31 24 20
40 44 114 24 16 39 31 24 20
Latvia
Mobile 32 51 91 14 18 20 20 21 30
32 51 91 14 18 20 20 21 30
Croatia
Mobile 11 59 102 6 5 19 24 28 31
11 59 102 6 5 19 24 28 31
Kazakhstan
Mobile 6 278 588 902 158 120 262 52 463 125
278 588 902 158 120 262 52 463 125
Netherlands
Mobile 5 3 9 3 2 4 2 1 2
Fixed broadband 187 178 360 105 82 92 90 89 89
Fixed telephony 2 19 41 2 13 9 9 10
Other operations 12 24 44 6 6 11 9 11 13
206 224 454 114 92 120 110 110 114
Germany
Mobile 15 9 38 6 9 9 20 9
Fixed broadband 1 1 1 1 1
Fixed telephony 1 1
17 10 39 7 10 9 20 10
Austria
Fixed broadband 15 11 37 8 7 18 8 5 6
Fixed telephony
Other operations
8
4
8
4
21
13
5
2
3
2
8
6
5
3
3
2
5
2
27 23 71 15 12 32 16 10 13
Other
Other operations 243 320 584 128 115 138 126 144 176
243 320 584 128 115 138 126 144 176
TOTAL
Mobile 2,008 2,250 4,727 1,222 786 1,488 989 1,320 930
Fixed broadband 319 325 643 201 118 177 141 162 163
Fixed telephony 21 30 70 11 10 23 17 13 17
Other operations 281 359 665 152 129 162 144 156 203
TOTAL 2,629 2,964 6,105 1,586 1,043 1,850 1,291 1,651 1,313

capex, cont.

Additional
cash
flow
information
SEK million 2012
Jan 1–Jun 30
2011
Jan 1–Jun 30
2011
Full year
2012
Q2
2012
Q1
2011
Q4
2011
Q3
2011
Q2
2011
Q1
CAPEX according to cash flow statement 2,247 2,677 5,572 1,417 830 1,753 1,142 1,661 1,016
This year's unpaid CAPEX and
paid CAPEX from previous year
348 122 294 155 193 98 74 –170 292
Sales price in cash flow statement 34 165 239 14 20 –1 75 160 5
CAPEX according to balance sheet 2,629 2,964 6,105 1,586 1,043 1,850 1,291 1,651 1,313

Key ratios

SEK million 2012
Jan 1–Jun 30
2011
Jan 1–Jun 30
2011 2010 2009 2008
CONTINUING OPERATIONS
Net sales 21,545 19,720 41,001 40,585 39,836 38,630
Number of customers (by thousands) 36,270 32,290 34,186 30,883 26,579 24,018
EBITDA 5,286 5,353 11,212 10,643 9,621 8,452
EBIT 2,810 3,410 7,050 7,022 5,781 3,026
EBT 2,311 3,106 6,376 6,639 5,236 1,893
Net profit 1,718 2,334 4,904 6,481 4,755 1,758
Key ratios
EBITDA margin, % 24.5 27.1 27.3 26.6 24.2 21.8
EBIT margin, % 13.0 17.3 17.2 17.3 14.5 7.8
Value per share (SEK)
Earnings 3.87 5.26 11.05 14.69 10.72 3.91
Earnings after dilution 3.85 5.24 11.00 14.63 10.70 3.91
TOTAL
Shareholders' equity 16,986 19,830 21,452 28,875 28,823 28,405
Shareholders' equity after dilution 16,986 19,835 21,455 28,894 28,823 28,415
Total assets 47,167 45,020 46,864 42,085 43,005 49,697
Cash flow from operating activities 4,086 4,536 9,690 9,966 9,427 8,088
Cash flow after CAPEX 1,839 1,859 4,118 6,008 4,635 3,037
Available liquidity 12,945 10,609 9,986 13,254 12,520 17,248
Net debt 17,611 13,574 13,518 3,417 4,013 7,012
Investments in intangible and tangible assets, CAPEX 2,629 2,964 6,105 4,095 4,891 5,066
Investments in shares, short-term investments etc 203 54 1,563 1,424 –3,709 –2,342
Key ratios
Equity/assets ratio, % 36 44 46 69 67 57
Debt/equity ratio, multiple 1.04 0.68 0.63 0.12 0.14 0.25
Return on shareholders' equity, % 17.9 19.1 19.5 24.0 16.4 8.9
Return on shareholders' equity after dilution, % 17.9 19.1 19.5 24.0 16.4 8.9
Return on capital employed, % 15.7 19.9 20.4 22.2 16.7 12.8
Average interest rate, % 7.0 6.7 6.2 7.3 5.9 6.2
Value per share (SEK)
Earnings 3.87 5.24 11.03 15.70 10.61 5.53
Earnings after dilution 3.85 5.22 10.98 15.64 10.59 5.53
Shareholders' equity 38.22 44.70 48.33 65.44 65.31 63.93
Shareholders' equity after dilution 38.03 44.53 48.09 65.23 65.18 63.90
Cash flow from operating activities 9.20 10.23 21.83 22.59 21.41 18.23
Dividend, ordinary 6.50 6.00 3.85 3.50
Extraordinary dividend 6.50 21.00 2.00 1.50
Market price at closing day 106.80 125.00 133.90 139.60 110.20 69.00

Parent company

INCOME STATEMENT

2012 2011
SEK million Jan 1–Jun 30 Jan 1–Jun 30
Net sales 25 27
Administrative expenses –63 –56
Operating loss, EBIT –38 –29
Exchange rate difference on financial items 22 2
Net interest expenses and other financial items –35 31
Profit/loss after financial items, EBT –51 4
Tax on profit/loss 13 –2
NET PROFIT/LOSS –38 2

BALANCE SHEET

SEK million Note Jun 30, 2012 Dec 31, 2011
Assets
FIXED ASSETS
Financial assets 34,095 33,908
FIXED ASSETS 34,095 33,908
CURRENT ASSETS
Current receivables 10 4,512
Cash and cash equivalents 34 3
CURRENT ASSETS 44 4,515
ASSETS 34,139 38,423
Equity
and
liabilities
SHAREHOLDERS' EQUITY
Restricted equity 8 5,546 17,546
Unrestricted equity 8 18,629 12,428
SHAREHOLDERS' EQUITY 24,175 29,974
LONG-TERM LIABILITIES
Interest-bearing liabilities 10 3,757 8,221
LONG-TERM LIABILITIES 3,757 8,221
SHORT-TERM LIABILITIES
Interest-bearing liabilities 10 6,120 172
Non-interest-bearing liabilities 87 56
SHORT-TERM LIABILITIES 6,207 228
EQUITY AND LIABILITIES 34,139 38,423

Notes

ACCOUNTING PRINCIPLES AND DEFINITIONS

The interim report for the group was prepared in accordance with IAS 34 and the Swedish Annual Accounts Act, and the interim report for the parent company was prepared in accordance with the Swedish Annual Accounts Act and the Swedish Financial Reporting Board recommendation RFR 2 Reporting for legal entities and its statements.

New and amended IFRS standards and IFRIC interpretations

The amended IFRS standards and IFRIC interpretations, which became effective January 1, 2012, have had no material effect on the consolidated financial statements.

At January 1, 2012 Tele2 changed the accounting principles for joint ventures from the equity method to proportionate consolidation, with retrospective application. The effects on the financial statements are stated in Note 11.

From January 1, 2012 internal sales within segments (countries) are not reported in net sales and internal sales for the respective segment. The comparable periods are restated. The effects on the financial statements are stated in Note 12.

In all other respects, Tele2 has presented its interim report in accordance with the accounting principles and calculation methods used in the 2011 Annual Report. The description of these principles and definitions is to be found in the 2011 Annual Report.

NOTE 1 CUSTOMERS

In Q4 2011, number of customers in Russia and Croatia decreased by 96,000 and 60,000 customers respectively, as a one-time adjustment, due to changes in IT systems.

NOTE 2 OPERATING EXPENSES

In Q2 2012, Sweden was negatively affected by SEK 25 million due to a new method for calculation of bad debt reserves, of which SEK 20 million related to mobile, SEK 3 million to fixed broadband and SEK 2 million to fixed telephony.

During 2012 and 2013, the Baltic countries will upgrade/replace their existing networks. To reflect the shorter remaining useful life of related equipment accelerated depreciations of SEK 72 million are reported from Q1 2012 and onwards, of which SEK 13 million in Estonia, 22 million in Lithuania and 37 million in Latvia.

In Q4 2011, Kazakhstan was negatively affected by SEK 59 million due to impairment loss of obsolete equipment.

In Q3 and Q4 2011, the mobile operation in Norway was negatively affected by SEK 7 and 53 million respectively, due to restructuring costs in connection with the acquisition of Network Norway.

In Q3 2011, Sweden was negatively affected by SEK 45 million due to restructuring costs, of which SEK 34 million related to mobile, SEK 6 million to fixed broadband and SEK 5 million to fixed telephony.

In Q2 2011, Sweden was negatively affected by SEK 54 million in relation to future rental costs for mobile sites to be dismantled. The negative effect has been reported as a one-off item.

In Q2 2011, Netherlands was negatively affected by SEK 48 million due to restructuring costs related to the acquisition of BBned in 2010.

NOTE 3 Other operating income

In Q1 2011, other operating income in Sweden increased by SEK 139 million relating to compensations in connection with the transferring and disposal of assets related to the 4G net co-operation. The positive effect has been reported as a one-off item.

NOTE 4 Taxes

In Q4 2011, net taxes were positively affected by SEK 108 million as a result of a valuation of deferred tax assets related to BBned in Netherlands.

In Q1 2011, net taxes were positively affected by a revaluation of the deferred tax assets in Netherlands of SEK 62 million, and negatively affected by SEK 35 million as a result of a reassessment of the deferred tax liability in Estonia.

NOTE 5 Contingent liabilities

SEK million Jun 30, 2012 Dec 31, 2011
Disputes 391 263
Total contingent liabilities 391 263

Network Norway is the defendant in a dispute before the District Court of Asker and Bærum regarding alleged exclusivity undertakings in its national roaming agreement with Telenor Mobil, where Telenor Mobil claims that Network Norway is in breach of this alleged undertaking since Tele2 Norway has a national roaming agreement with Telia-Sonera Norge. Network Norway has disputed Telenor Mobil's claim in its entirety and based on current information, our assessment is that it is more likely than not that Network Norway will win. In Q2 2012, Telenor Mobil has reduced its claim and at June 30, 2012 the disputed amount was SEK 126 million. No dates have yet been set and we estimate that the District Court will give its ruling in H1 2013.

Tele2 is the defendant in an arbitration regarding a dispute relating to a Share Option Agreement and related issues where the claimant has put forward claims of SEK 265 million. We estimate that the arbitration award will be announced before the end of July 2012. Based on current information, our assessment is that it is more likely than not that we will win.

Additional contractual commitments and liabilities related to joint ventures are stated in Note 30 in the Annual Report for 2011.

NOTE 6 CAPEX

In Q2 2011, Kazakhstan acquired additional frequencies in the 2100 MHz band which affected CAPEX and the cash flow statement by SEK 218 million.

NOTE 7 Transactions with related parties

Tele2's share of liquid funds in joint ventures, for which Tele2 has limited disposal rights, amounted at each closing date to the amounts stated below and was included in the group's cash and cash equivalents.

2012 2012 2011 2011 2011 2011
SEK million Jun 30 Mar 31 Dec 31 Sep 30 Jun 30 Mar 31
Cash and cash equiva
lents at end of the
period in joint ventures 33 31 50 26 58 61

Apart from transactions with joint ventures, no other significant related party transactions were carried out during 2012. Related parties are presented in Note 38 of the 2011 Annual Report.

NOTE 8 Shares and incentive programs (lti)

Jun 30, 2012 Dec 31, 2011
Number of shares
– outstanding, basic 444,661,211 444,149,959
– in own custody 4,122,128 4,633,380
– weighted average 444,347,154 443,851,976
– after dilution 447,744,179 446,492,847
– after dilution, weighted average 446,615,930 446,136,419

DIVIDEND

In Q2 2012, Tele2 paid to its shareholders a dividend of SEK 13.00 (27.00) per share for 2011, of which the ordinary dividend amounted to SEK 6.50 (6.00) per share and the extraordinary dividend amounted to SEK 6.50 (21.00) per share. This corresponded to a total of SEK 5,781 (11,991) million, of which an ordinary dividend of SEK 2,890 (2,665) million and an extraordinary dividend SEK 2,890 (9,326) million.

SALE OF SHARES

As a result of share rights in the LTI 2009 being exercised during Q2 2012, Tele2 sold B-shares in own custody of 466,252.

As a result of stock options in the LTI 2007 being exercised during Q1 and Q2 2012, Tele2 sold B-shares in own custody of 37,000 and 8,000 respectively, resulting in an increase of shareholders' equity of SEK 4 and 2 million.

RECLASSIFICATION

In Q2 2012, the Annual General Meeting decided to reduce the restricted reserves in the parent company with SEK 12,000 million for transfer to unrestricted equity.

In Q1 2012, 1,194 class A shares were reclassified into class B shares in Tele2.

INCENTIVE PROGRAM (LTI)

Additional information related to LTI programs are presented in Note 34 of the 2011 Annual Report.

LTI 2012

Total outstanding share rights 1,141,176
Allocated June 15, 2012 1,141,176
Number of share rights 2012
Jun 15–Jun 30

During the Annual General Meeting held on May 7, 2012, the shareholders approved a performance-based incentive programme (the Plan) for senior executives and other key employees in the Tele2 group. The Plan has the same structure as last year's incentive program.

The objective of the Plan is to create conditions for retaining competent employees in the Tele2 group. The Plan has been designed based on the view that it is desirable that senior executives and other key employees within the group are shareholders in Tele2 AB. By offering an allotment of retention rights and performance rights which are based on profits and other retention and performance-based conditions, the participants are rewarded for increasing shareholder value. Furthermore, the Plan rewards employees' loyalty and long-term growth in the group. In that context, the Board of Directors is of the opinion that the Plan will have a positive effect on the future development of the Tele2 group and thus be beneficial to both the company and its shareholders.

The incentive program included a total of 304 senior executives and other key employees within the Tele2 group. In general, the participants in the Plan are required to own shares in Tele2. These shares could either be shares already held or shares purchased on the market in connection with the notification to participate in the Plan. Thereafter, the participants were granted retention rights and performance rights free of charge. As a consequence of market conditions, employees in Russia and Kazakhstan were offered to participate in the Plan without being required to hold shares in Tele2. In such cases, the number of allotted rights has been reduced, and corresponds to 37.5 percent of the number of rights allotted for participation with a personal investment.

Subject to the fulfilment of certain retention and performance-based conditions during the period April 1, 2012 - March 31, 2015 (the measure period), the participant maintaining employment within the Tele2 group at the release of the interim report January – March 2015 and subject to the participant maintaining the invested shares (where applicable) during the vesting period ending at the release of the interim report for the period January – March 2015, each right entitles the employee to receive one Class B share in the company. Dividends paid on the underlying share will increase the number of shares that each retention and performance right entitles to in order to treat the shareholders and the participants equally.

The rights are divided into Series A retention rights, and Series B and C performance rights. The number of shares the participant will receive depends on which category the participant belongs to and on the fulfilment of the following defined retention and performance-based conditions:

  • Series A Tele2's total shareholder return on the Tele2 shares (TSR) during the measure period exceeding 0 percent as entry level.
  • Series B Tele2's average normalized return of capital employed (ROCE) during the measurement period being at least 19 percent as entry level and at least 23 percent as the stretch target.
  • Series C Tele2's total shareholder return on the Tele2 shares (TSR) during the measure period being equal to the average TSR for a peer group including Elisa, KPN, Millicom, Mobistar, MTS – Mobile Telesystems, Telenor, TeliaSonera, Turkcell and Vodafone as entry level, and exceeding the average TSR for the peer group with 10 percentage points as the stretch target.

The determined levels of the conditions include an entry level and a stretch target with a linear interpolation applied between those levels as regards the number of rights that vests. The entry level constitutes the minimum level which must be reached in order to enable the vesting of the rights in that series. If the entry level is reached, the number of rights that vests is proposed to be 100 percent for Series A and 20 percent for Series B and C. If the entry level is not reached, all rights to retention and performance shares (as applicable) in that series lapse. If a stretch target is met, all retention rights or performance rights (as applicable) vest in that series.

The Plan comprised a total number of 299,419 shares, of which 234,419 related to employees who invested in Tele2 shares and 65,000 related to employees in Russia and Kazakhstan who choose not to invest in Tele2 shares. In total this resulted in an allotment of 1,141,176 share rights, of which 258,794 retention rights and 882,382 performance rights. The participants were divided into different categories and were granted the following number of share rights for the different categories:

Share right
No of
partici
Maximum per Series Total
At grant date pants no of shares A B C Total allotment
CEO 1 8,000 1 3 3 7 56,000
Other senior execu
tives and other key
employees 11 4,000 1 2.5 2.5 6 246,000
Category 1 29 2,000 1 1.5 1.5 4 231,344
Category 1,
no investment
2 2,000 0.375 0.5625 0.5625 1.5 6,000
Category 2 28 1,500 1 1.5 1.5 4 142,420
Category 2,
no investment 11 1,500 0.375 0.5625 0.5625 1.5 24,750
Category 3 56 1,000 1 1.5 1.5 4 197,160
Category 3,
no investment
17 1,000 0.375 0.5625 0.5625 1.5 25,500
Category 4 93 500 1 1.5 1.5 4 170,752
Category 4,
no investment
56 500 0.375 0.5625 0.5625 1.5 41,250
Total 304 1,141,176

CONT. notE 8

Total costs before tax for outstanding rights in the incentive program are expensed as they arise over a three-year period, and these costs are expected to amount to SEK 60 million, of which social security costs amount to SEK 16 million.

The participant's maximum profit per share right in the Plan is limited to SEK 590, five times the average closing share price of the Tele2 Class B shares during February 2012 with deduction for the dividend paid in May 2012.

The estimated average fair value of the granted rights was SEK 64 on the grant date, June 15, 2012. The calculation of the fair value was carried out by external analysts. The following variables were used:

Serie A Serie B Serie C
Expected annual turnover of personnel 7.0% 7.0% 7.0%
Expected value reduction parameter fulfilment 50%
Weighted average share price 105.05 105.05 105.05
Expected life 2.84 years 2.84 years 2.84 years
Expected value reduction parameter market condition 55% 25%

To ensure the delivery of Class B shares under the Plan, the Annual General Meeting decided to authorise the Board of Directors to resolve on a directed issue of a maximum of 500,000 Class C shares and subsequently to repurchase the Class C shares. The Class C shares will then be held by the company during the vesting period, after which the appropriate number of Class C shares will be reclassified into Class B shares and delivered to the participants under the Plan.

Number of share rights 2012
Jan 1–Jun 30
Cumulative
from start
Allocated June 17, 2011 1,053,936
Outstanding as of January 1, 2012 992,936
Allocated, compensation for dividend 77,622 77,622
Forfeited –25,202 –86,202
Total outstanding share rights 1,045,356 1,045,356

LTI 2010

Forfeited
Total outstanding share rights
–29,192
895,471
–167,344
895,471
Allocated, compensation for dividend 66,606 189,695
Outstanding as of January 1, 2012 858,057
Allocated June 9, 2010 873,120
Number of share rights 2012
Jan 1–Jun 30
Cumulative
from start

LTI 2009

Exercised
Total outstanding share rights
–466,252
–466,252
Forfeited –17,944 –282,004
Allocated, compensation for dividend 92,096
Outstanding as of January 1, 2012 484,196
Allocated June 1, 2009 656,160
Number of share rights 2012
Jan 1–Jun 30
Cumulative
from start

The exercise of the share rights in LTI 2009 was conditional upon the fulfilment of certain retention and performance based conditions, measured from April 1, 2009 until March 31, 2012. The outcome of these decided performance conditions was in accordance with below:

Retention and performance based conditions Minimum
hurdle
(20%)
Stretch
target
(100%)
Perfor
mance
outcome
Allotment
Series A Total Shareholder Return Tele2 (TSR) ≥ 0% 156.2% 100%
Series B Average normalised Return on Capital
Employed (ROCE)
14% 17% 22.0% 100%
Series C Total Shareholder Return Tele2 (TSR)
compared to a peer group
> 0% ≥ 10% 65.2% 100%

Weighted average share price for share rights at date of exercise amounted to SEK 124.00 during 2012.

LTI 2007

Total outstanding stock options 14,000 14,000
Exercised –45,000 –2,515,000
Forfeited –1,023,000
Outstanding as of January 1, 2012 59,000
Allocated August 28, 2007 3,552,000
Number of options 2012
Jan 1–Jun 30
Cumulative
from start

Weighted average share price for stock options at date of exercise amounted to SEK 130.70 (149.19) during 2012.

Stock options in LTI 2007 can be exercised until August 2012. The exercise price is SEK 116.60.

SEK 1 million was paid to the programme participants in connection with the exercise during 2012, as a compensation for the extraordinary dividend of SEK 21.00 and 6.50 paid during 2011 and 2012 respectively.

NOTE 9 Business acquisitions and divestments

Acquisitions and divestments of shares and participations affecting cash flow were as follows:

2012
Jan 1–Jun 30
–222
–222
–8
–8
–230
1
–2
–1

TOTAL CASH FLOW EFFECT, NET –231

ACQUISITIONS

Televõrgu, Estonia

On February 17, 2012 Tele2 acquired 100 percent of the Estonian telecommunication service provider Televõrgu AS for SEK 223 million.

Televõrgu is a provider of transmission and mobile internet services based on a fibre optical network and a CDMA based 3G wireless network. The acquisition of Televõrgu will give Tele2 Estonia a stronger presence among business customers in the Estonian market, and full control over its transmission network until 2025.

Goodwill in connection with the acquisition is related to Tele2's expectation to benefit from cost savings and cost control, since Televõrgu is a provider of leased lines and transmission services to Tele2. In addition, the acquisition expects to give Tele2 a stronger presence among business customers and expand data transmission services in the Estonian market.

Televõrgu has affected net sales of SEK 32 million and EBITDA of SEK 16 million in 2012, of which SEK 19 and 12 million respectively refer to Q2 2012. Total acquisition costs of SEK 2 million have been reported in the income statement.

Net assets at the time of acquisition

Fair value of assets, liabilities and contingent liabilities included in the operations acquired before June 30, 2012, are stated below:

SEK million Televõrgu, Estonia
Customer agreements 20
Beneficial and renting rights 78
Tangible assets 63
Material and supplies 1
Current receivables 18
Cash and cash equivalents 3
Deferred tax liabilities –17
Short-term liabilities –35
Acquired net assets 131
Goodwill 66
Purchase price shares 197
Payment for debt in acquired companies 26
223
Exchange rate differences 2
Less: cash in acqired companies –3
NET EFFECT ON GROUP CASH ASSETS 222

The information above and the pro forma below are to be viewed as preliminary.

DIVESTMENTS

Officer, Norway

In 2012, stores in Officer, Norway, were divested for SEK 1 million.

Other divestments

Other cash flow changes include settlements of price adjustments in the amount of SEK –2 million for divestments which have not been classified as discontinued operations.

PRO FORMA

The table below shows how the acquired companies and operations on June 30, 2012 would have affected Tele2's net sales and result if they had been acquired on January 1, 2012.

January 1 – June 30 2012
Acquired operations Tele2 group,
SEK million Tele2 group
1)
Televõrgu, Estonia proforma
Net sales 21,545 19 21,564
EBITDA 5,270 8 5,278
Net profit 1,718 2 1,720
1) Continuing operation

DISCONTINUED OPERATIONS

Discontinued operations include settlements of sales costs and price adjustments for discontinued operations sold during the past years.

NOTE 10 FINANCING

Interest-bearing liabilities
Jun 30, 2012 Dec 31, 2011
Short-term Long-term Short-term Long-term
Bonds RUB, Russia 5,477 2,780
Bonds NOK, Sweden 1,505
Bonds EUR, Sweden 2,293
Commercial papers, Sweden 1,969
Financial institutions 4,212 947 210 9,305
Put option, Kazakhstan 1,220 1,136
Other liabilities 401 828 350 883
7,802 11,050 1,696 12,968
Total interest-bearing liabilities 18,852 14,664

In Q2, 2012, Tele2 AB signed a new EUR 1.2 billion 5 year revolving credit facility with participation from twelve banks. The facility was used to repay four credit facilities that would have matured in 2013. In addition, Tele2 entered into a 4.5 month term loan agreement of SEK 4 billion in May 2012. The term loan is a complement to Tele2's core funding.

In Q2, 2012, Tele2 AB signed a Euro Medium-Term Note Program (bonds) that will form the basis for Tele2's future medium and long term debt issuance in both international and domestic markets. The program enables Tele2 to issue bonds and notes up to a total aggregate amount of EUR 3 billion. On May 8, 2012 Tele2 issued a SEK 2.3 billion 5 year bond on the Swedish bond market under this program. The amount is split between a fixed rate tranche of SEK 800 million with a coupon of 4.875 percent and a floating rate tranche of SEK 1.5 billion with a coupon of three months STIBOR +2.85 percent.

In Q2, 2012, Tele2 Russia issued a 6 billion Rouble bond. The bond has a final maturity of 10 years and a put option providing for an effective tenor of 3 years. The coupon rate is 9.10 percent per annum with semi-annual coupon payments. In Q1, 2012 Tele2 Russia issued a 7 billion rouble bond with 2 tranches. The bond has a final maturity of 10 years and a put option providing for an effective tenor of 2 years. The coupon rate for the period is 8.90 percent per annum with semi-annual coupon payments.

In Q1, 2012, Tele2 AB issued a NOK 1.3 billion bond in the Norwegian bond market. The amount is split between a 3 year bond of NOK 300 million priced at NIBOR +1.70 percent and a 5 year bond of NOK 1 billion priced at NIBOR +2.35 percent.

In Q1, 2012, Tele2 AB established a Swedish commercial paper program. The program enables Tele2 to issue commercial papers up to a total amount of SEK 3 billion. Commercial papers can be issued with tenors up to 12 months under the program. The commercial paper program is a complement to Tele2's core funding. The reported value of the commercial papers amounted at June 30, 2012 to SEK 2.0 billion.

NOTE 11 CHANGED ACCOUNTING PRINCIPLE FOR JOINT VENTURES

On January 1, 2012 Tele2 changed the accounting principles for joint ventures from the equity method to proportionate consolidation, with retrospective application.

The International Accounting Standards Board (IASB) has issued a new standard for joint arrangements, IFRS 11 (not yet adopted by the EU). IFRS 11 is focusing on the rights and obligations that exist between the parties. This is determinative when deciding which type of joint arrangement exists. A joint arrangement is a construction where two or more parties contractually agree on joint control. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control. It is not only the legal form of the arrangement that should be considered. There are two types of joint arrangements: joint operations and joint ventures. A joint operation arises when the joint control owners have rights to the assets and obligations for the liabilities that are connected to the investment. A joint venture applies to the case where the joint control parties have rights to the net assets of the investment. Depending on whether the arrangement is a joint operation or a joint venture, different accounting principles shall be applied. According to the new standard, only the equity method is allowed when consolidating joint ventures, i.e. proportionate consolidation is no longer allowed. The parties in a joint operation shall report their assets, liabilities, revenues and expenses and their share of joint assets, liabilities, revenues and expenses.

Tele2 reviewed in 2011 its joint ventures, and the major part of these was classified as joint operations according to IFRS 11. As a consequence, Tele2 changed accounting principle already from January 1,

CONT. notE 11

2012, within the current IAS 31 Interests in Joint Ventures, from the equity method to proportionate consolidation for joint ventures. The decision was additionally based on the fact that Tele2 Sweden is building its 3G and 4G networks in joint ventures and that proportionate consolidation was expected to give a more true and fair view. The change of accounting principle increased the net sales, EBITDA, assets and liabilities of the group and had a minor effect on operating profit and net cash flows. The change had no effect on net profit or shareholders' equity.

The effects from the change of accounting principle are stated below.

Income statement

SEK million 2011
Full year
2010
Full year
2011
Q4
2011
Q3
2011
Q2
2011
Q1
2010
Q4
CONTINUING OPERATIONS
Net sales 251 421 13 89 80 69 70
Operating expenses –215 –373 –22 –67 –65 –61 –59
Result from shares
in associated companies
and joint ventures
–16 –145 2 –8 –10 –99
Other operating income 62 31 30 5 11 16 7
Operating profit/loss, EBIT 82 –66 23 27 18 14 –81
Interest income/costs –75 –30 –23 –24 –16 –12 –15
Profit/loss after financial
items, EBT
7 –96 3 2 2 –96
Tax on profit/loss –7 96 –3 –2 –2 96
NET PROFIT/LOSS

Balance sheet

SEK million Dec 31,
2011
Sep 30,
2011
Jun 30,
2011
Mar 31,
2011
Dec 31,
2010
ASSETS
FIXED ASSETS
Goodwill 147 147 142 144
Other intangible assets 450 264 265 265 32
Intangible assets 450 411 412 407 176
Tangible assets 2,189 2,550 2,518 2,384 2,312
Financial assets –2,529 –2,516 –1,403 –1,126 –1,068
Deferred tax assets 91 91 91 92 96
FIXED ASSETS 201 536 1,618 1,757 1,516
CURRENT ASSETS
Current receivables 104 134 134 155 164
Cash and cash equivalents 50 26 58 61 36
CURRENT ASSETS 154 160 192 216 200
ASSETS 355 696 1,810 1,973 1,716
EQUITY AND LIABILITIES
LONG-TERM LIABILITIES
Interest-bearing liabilities 332 287 247 216
LONG-TERM LIABILITIES 332 287 247 216
SHORT-TERM LIABILITIES
Interest-bearing liabilities 1,171 1,187 1,260
Non-interest-bearing liabilities 355 364 352 539 240
SHORT-TERM LIABILITIES 355 364 1,523 1,726 1,500
EQUITY AND LIABILITIES 355 696 1,810 1,973 1,716

Cash flow statement

SEK million 2011
Full year
2010
Full year
2011
Q4
2011
Q3
2011
Q2
2011
Q1
2010
Q4
OPERATING ACTIVITIES
Cash flow from operations,
less paid taxes
285 314 59 69 82 75 64
Changes in working capital 157 42 54 –18 68 53 26
CASH FLOW FROM OPERATING
ACTIVITIES
442 356 113 51 150 128 90
INVESTING ACTIVITIES
Capital expenditure in intangible
and tangible assets, CAPEX
–905 –355 –353 –69 –400 –83 –171
Cash flow after CAPEX –463 1 –240 –18 –250 45 –81
Acquisition of shares and
participations
–372 118 –12 –375 15
Changes of long-term receivables
from joint ventures
1,999 200 276 1,487 234 2 200
Cash flow from investing activities 722 –37 –89 1,043 –166 –66 29
CASH FLOW AFTER INVESTING
ACTIVITIES
1,164 319 24 1,094 –16 62 119
FINANCING ACTIVITIES
Change of loans, net –1,150 –393 –1,126 13 –37 –134
Cash flow from
financing activities
–1,150 –393 –1,126 13 –37 –134
NET CHANGE IN CASH
AND CASH EQUIVALENTS
14 –74 24 –32 –3 25 –15
Cash and cash equivalents at
beginning of period
36 110 26 58 61 36 51
CASH AND CASH EQUIVALENTS
AT END OF THE PERIOD
50 36 50 26 58 61 36

Net sales

SEK million 2011
Full year
2010
Full year
2011
Q4
2011
Q3
2011
Q2
2011
Q1
2010
Q4
Sweden
Mobile 222 382 40 70 61 51 62
Other operations –4 –11 2 –2 –3 –1 –4
218 371 42 68 58 50 58
Norway
Mobile 74 66 27 24 23 19
74 66 27 24 23 19
TOTAL
Mobile 296 448 40 97 85 74 81
Other operations –4 –11 2 –2 –3 –1 –4
292 437 42 95 82 73 77
Internal sales, elimination –41 –16 –29 –6 –2 –4 –7
TOTAL 251 421 13 89 80 69 70
Internal sales
SEK million 2011
Full year
2010
Full year
2011
Q4
2011
Q3
2011
Q2
2011
Q1
2010
Q4
Sweden
Mobile 16 12 8 4 2 2 5
Other operations 25 4 21 2 2 2
TOTAL 41 16 29 6 2 4 7

CONT. notE 11

SEK million 2011
Full year
2010
Full year
2011
Q4
2011
Q3
2011
Q2
2011
Q1
2010
Q4
Sweden
Mobile 318 345 82 76 85 75 72
318 345 82 76 85 75 72
Norway
Mobile 42 14 17 13 12 6
42 14 17 13 12 6
TOTAL 360 359 82 93 98 87 78

EBIT

TOTAL 82 –66 23 27 18 14 –81
One-off items –96 –96
82 30 23 27 18 14 15
16 12 8 4 4 9
Mobile 16 12 8 4 4 9
Norway
66 18 23 19 14 10 6
Mobile 66 18 23 19 14 10 6
Sweden
SEK million 2011
Full year
2010
Full year
2011
Q4
2011
Q3
2011
Q2
2011
Q1
2010
Q4
Specification of items between ebitda and ebit
SEK million 2011
Full year
2010
Full year
2011
Q4
2011
Q3
2011
Q2
2011
Q1
2010
Q4
EBITDA 360 359 82 93 98 87 78
One-off items in result from
shares in joint ventures
–96 –96
Depreciation/amortization and
other impairment
–262 –280 –61 –66 –72 –63 –60
Result from shares in associated
companies and joint ventures
–16 –49 2 –8 –10 –3
EBIT 82 –66 23 27 18 14 –81

CAPEX

TOTAL 1,012 444 357 92 189 374 260
130 190 1 36 62 31 105
Mobile 130 190 1 36 62 31 105
Norway
882 254 356 56 127 343 155
Mobile 882 254 356 56 127 343 155
Sweden
SEK million Full year Full year Q4 Q3 Q2 Q1 Q4
2011 2010 2011 2011 2011 2011 2010
Additional
cash
flow
information
SEK million 2011
Full year
2010
Full year
2011
Q4
2011
Q3
2011
Q2
2011
Q1
2010
Q4
CAPEX according to
cash flow statement
905 355 353 69 400 83 171
This year unpaid CAPEX and paid
CAPEX from previous year
107 89 4 23 –211 291 89
CAPEX according to balance
sheet
1,012 444 357 92 189 374 260

Key ratios

SEK million 2011 2010 2009 2008
Net sales 251 421 400 300
EBITDA 360 359 227 225
EBIT 82 –66 45 120
EBT 7 –96
Total assets 355 1,716 2,268 2,360
Cash flow from operating activities 442 356 309 192
Cash flow after CAPEX –463 1 –143 –251
Available liquidity 50 440 110 35
Net debt 2,149 1,726 1,842 2,060
Investments in intangible and tangible
assets, CAPEX
1,012 444 452 443
Investments in shares, short-term
investments etc
–1,627 –318 –352 –87
Key ratios
EBITDA margin, % 0.7 0.6 –0.4 0.4
EBIT margin, % 0.1 –0.3 0.2
Equity/assets ratio, % –3 –4 –3
Debt/equity ratio, multiple 0.10 0.06 0.06 0.08
Return on capital employed, % –0.4 –1.4 –0.9 –0.1
Average interest rate, % –0.5 –2.7 –1.1
Value per share (SEK)
Cash flow from operating activities 0.99 0.81 0.70 0.43

NOTE 12 CHANGED ACCOUNTING PRINCIPLE FOR INTERNAL SALE

From January 1, 2012 internal sales within the segments (countries) are not reported in net sales and internal sales for the respective segment. The comparable periods are restated. The effects on the financial statements are stated below.

SEK million 2011
Full year
2011
Q4
2011
Q3
2011
Q2
2011
Q1
2010
Full year
2010
Q4
Internal net sales
Sweden
– mobile –410 –148 –97 –86 –79 –235 –73
– fixed broadband –14 –5 –4 –4 –1 –14 –2
– other operations –31 –21 –3 –3 –4 –26 –2
–455 –174 –104 –93 –84 –275 –77
Norway, mobile –32 –32
Russia, mobile –206 –49 –66 –60 –31 –154 –39
Netherlands
– fixed broadband –8 –2 –1 –3 –2 –12 –3
– other operations –51 –17 –15 –10 –9 –3 –3
–59 –19 –16 –13 –11 –15 –6
Other, other operations –4 –1 –3 –11 1
TOTAL
– mobile –648 –229 –163 –146 –110 –389 –112
– fixed broadband –22 –7 –5 –7 –3 –26 –5
– other operations –86 –38 –19 –13 –16 –40 –4
–756 –274 –187 –166 –129 –455 –121
Internal sales, elimination 756 274 187 166 129 455 121
Net sales