Telia Company AB (publ) (STO:TELIA)
Sweden flag Sweden · Delayed Price · Currency is SEK
45.59
+0.05 (0.11%)
Sep 25, 2026, 5:29 PM CET
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Status update

Sep 21, 2017

Johan Dennelind
President and CEO, Telia Company

Good evening from Stockholm, and good afternoon to all of you from the U.S. and elsewhere. I'm here with Christian Luiga, our CFO. I'm also joined by Jonas Bengtsson, our General Counsel from New York. I'm Johan Dennelind, the CEO of Telia Company. Thanks for joining on short notice. We did have to wait for Mr. Bengtsson to get out of the court in New York, Southern District of New York courthouse, where the final proceedings were held with the Department of Justice. We are, by that, ready to announce, which we then did recently, our global settlement when it comes to the Uzbekistan matters. I will take you through some brief comments based on a presentation that is also on our website.

I hope you have it in front of you, but I will speak so also those of you who don't have the presentation in front of you can understand. We will open up for Q&As, obviously, after my intro. It is an important day for Telia Company as we now come to the closure of a very serious and difficult process that has been ongoing for over four years. We are today admitting that the company has paid and made corrupt payments of $330 million to various government officials related to the entry to Uzbekistan in 2007 and afterwards. For that, we are settling on a total sanction of $965 million. That means that we are accepting our responsibility for historic wrongdoings. As we have said several occasions, wrongdoings come with a cost.

Importantly, this also brings to an end all known corruption-related investigations to our company. Therefore we can announce a global resolution with the U.S. and Dutch authorities. Through very diligent cooperation and ambitious sustainability efforts and remedies, we have shown that Telia Company has changed and is on a new set and a new journey. That has been recognized and appreciated across our discussions with authorities who have also, by that, determined there is no need for a compliance monitor. This is also obviously an important milestone for us as we are doing a responsible exit from Eurasia, and I'll come back to that. A brief look back on the timeline of Uzbekistan is on slide number three, where the entry happened back in 2007.

There were some other activities leading up to 2012 as the media scrutiny started and also brought a Swedish investigation going from the Swedish prosecutor, when also later a report from Mannheimer Swartling came out, which led to the departure of the CEO and a new board was put in place. We were then made aware of the U.S. and Dutch investigations in March 2014, from which time we have worked diligently with authorities across those markets and also in Sweden. We announced our responsible exit program about two years ago in September 2015. We are, as you know, in progress, where we have left two markets. In mid-September last year, we were presented with a proposal from the authorities of approximately $1.4 billion U.S., which we made a provision of, as you well remember.

We also subsequently, through further discussions with the authorities, came to a new assessment of that provision in April of this year, we made an adjustment to $1 billion. Today, September 21st, we are coming to the final resolution, which is very close to the $1 billion estimate, as you understand. To give you a little bit of color on the settlement, which I'm sure you already have seen from the press release and also from the press statements from the various authorities. The total sanction is $965 million. It is split in a fine of $548 million to be paid in equal parts to the DOJ and the Dutch Public Prosecution Service. There is also a portion of disgorgement in $457 million, except for $40 million, which will be paid as a forfeiture to the DOJ, i.e., part of the $548.

The total amount, again, is $965. The discussions with the authorities have also given us an opportunity to show and demonstrate the changes made and improvements made in our responsible business program, as well as our compliance program and anti-corruption program, As I said, has been recognized and accounted for with the highest possible discount on that parameter in the discussions with 25%. Again, very important to mention that the authorities have determined that no compliance monitor is needed. Of course, we are expected and will, of course, continue to strengthen our compliance program and ensure we reduce the risk for any future wrongdoing of this kind. As I said in the beginning, it brings to a close all known other corruption investigation against our company.

On slide number five, you have an illustrative view of what I just mentioned, how it is split the payments between the authorities. I will not repeat that, but it's a good and simple overview. The implications of this, we are expected to pay the $756.5 million during this quarter, of quarter three 2017. The remaining $208.5 million is to be paid at a later date, pending Swedish and possibly Dutch court proceedings. It cannot be anything more than those $208.5 million. Again, the $965 million is the maximum amount for us to pay. Needless to say, we have had world-class advice and expertise supporting us through these difficult discussions, and they are here for you to see.

The main point here is that we have been seeking comfort from various experts, ensuring that this settlement is in the best interest of our shareholders, and that has been supported by all of these advisors. A few words about the change journey that we have been on and are still on, since it has been so important for authorities across these markets to see that we really have understood what went wrong and that we have taken action to remedy what has been wrong, and also ensuring that we reduce the risk as much as possible to avoid any future wrongdoings. Here are a few examples of how we have undertaken this program, including leadership, knowledge, action, also the strategic evaluation of our business, and our responsible exit in Eurasia.

It really did start with a new chairman and a new board coming in four and a half years ago, putting an increased effort or a new tone from the top when it came to compliance, sustainability, governance in our company. We've also, during the way, undertaken reviews and investigations from external parties and consultants from external parties, risk assessment to ensure that we have turned every stone to find any wrongdoings. When we have not been able to find it, we have asked for others to find and support us. This in itself led to actions where we have implemented a rigorous compliance program, anti-corruption program, including training of employees, policies and instructions, strict policy and processes regarding M&A and other procurement-related activities.

As for those of you who follow us closely, we are evolving into a new generation Telco with pure focus on the Nordic-Baltics, where we then have decided to divest our assets in Eurasia over time. That brings me to the next slide eight, which is further some examples of what we have undertaken in our responsible business programs, where we then had a new ethics and compliance function in all our countries, in all our markets implemented, which was non-existing before. Clear due diligence experts in group sourcing in all countries in Eurasia. Third-party management and assessment of all our suppliers using due diligence platforms with thorough audit and corrective actions taken where needed. Needless to say, also a very clear new code of responsible business with adequate policies and procedures to avoid and to reduce the risk and try to avoid any future wrongdoings.

I will move on just to show you also on slide nine how we are building step by step a new company where ethics and compliance and governance is a cornerstone and a foundation. As we are moving along, we can also start focusing more on the shared value part of our sustainability agenda which is fully now integrated to our strategy where we're also engaging all our employees to not just know our code and ethics and compliance, but also to participate in value creation to our business and societies. To sum up, today marks a very important day as it is the closure to a very difficult and serious process. We're showing that the wrongdoings can, worst case, come with a very high cost, which we have talked about through the years, and it brings an end to all other known corruption investigations to our company.

Of course, these are severe consequences in terms of the settlements that we have undertaken, and that are also massive learnings for us as a company that we have embraced and really changed. We are committed to our responsible exit agenda in and from Eurasia, which we now expect to be happening, as we have talked about, over the quarters to come. This clarity will, we believe, be one less risk and one less issue for the potential buyers that we have had and have in the process. We are now ready to step up on our core agenda in the Nordic-Baltics. With that, I'd like to close and say thank you for your attention, and we are more than happy to try to answer your questions with either myself or CFO or General Counsel.

Operator

Thank you. Ladies and gentlemen, we will now begin the question and answer session. If you wish to ask a question over the phone, you may press star one on your telephone keypad and wait for your name to be announced. If you wish to cancel your request, you may press the hash key. Once again, it's star one if you wish to ask a question. The first question comes from the line of Maurice Patrick from Barclays U.K. Thank you. Your line is open.

Maurice Patrick
Analyst, Barclays

Yeah. Morning or evening, guys, actually. Not morning. Different time zones. A couple of quick questions from me, just one technical one. On slide five, where you split the fine and the disgorgement, where you have half going to the SEC and then up to $208 going to Sweden and the Netherlands, is there a risk that extra could be higher than the $208, so the total is more than $965? I think you implied that that wouldn't be the case. The second question, I think you make reference to hastening the Eurasian disposal process, if I'm not incorrect. The resolution of this was a significant obstacle to the potential disposal process. I also note the recent devaluation of the Uzbek currency, so I'm not sure whether that also helps as hastening the disposal. Perhaps you could give us some sign, and that'd be very helpful. Thank you.

Johan Dennelind
President and CEO, Telia Company

Thanks, Maurice. The first question is very easy to answer. No, they cannot be higher than the $965 that we have here. If it doesn't go to Sweden or it doesn't go to the Netherlands, it will go to the SEC, and that's why we put it the way we have there on the slide. That's something that we are not privy to, but we know that we will pay that money within the next year or so. That's the $965. On the divestment process, as we have been speaking about the last year and a half or so, especially with you, Maurice, and others, the mere fact and risk perception of both the effects of the Uzbekistan matters and the potential risk of other processes or investigations ongoing has been a risk and a distraction in the process.

Even if it has more been on perception level than maybe real fundamentals, it has definitely been a distraction. Now when this is clarified and we expect that to be less of an issue then and more straightforward discussions with the potential buyers. When it comes to the actual Uzbek asset, we'll come back to that in due course, noting, of course, that the devaluation is a clear signal that Uzbekistan want to address the issue that has been a hinder for foreign direct investments in the past.

Maurice Patrick
Analyst, Barclays

Thank you.

Operator

Thank you. The next question comes from the line of Johanna Ahlqvist from SEB Sweden. Thank you. Please go ahead.

Johanna Ahlqvist
Equity Analyst, SEB

You mentioned there's been a lot of legal advice. Will there be any cost related to this going forward, or have you taken them along the journey, so to say? Thank you.

Johan Dennelind
President and CEO, Telia Company

Thanks, Johanna. We have invested significantly in time and resources and also external cost, obviously, along the way. We still, of course, have some aftermath of this in external cost, but at a different level. They've been taken as costs along the way the last four years.

Operator

Thank you. Thank you. The next question comes from the line of Lena Östberg from Carnegie Sweden. Thank you. Please ask your question.

Lena Österberg
Head of Equity Research, Carnegie

Yeah. My question is if this is a so-called blanket deal, if this sort of stops you from being investigated in any of the other Eurasian operations that you have, or if there has been investigations into some of the other countries, but those have been sort of closed and will not be anything from that. Is this it?

Johan Dennelind
President and CEO, Telia Company

Thanks, Lena. I'll give a quick overview answer, then I will ask Jonas to comment more in detail. As I said a couple of times in the presentation, it brings to a close all known corruption investigations to our company. That doesn't mean we are forever are free or can do whatever we want. If something goes wrong in the future, we may be investigated again, then it's new mistake scenarios as far as I understand. Jonas, you want to comment that in more legalistic language?

Jonas Bengtsson
General Counsel, Telia Company

Hi, Johan. I don't know if I can give a legalistic answer, I can confirm that the authorities have confirmed that there are no other investigations into Telia Company.

Lena Österberg
Head of Equity Research, Carnegie

In any of the countries?

Jonas Bengtsson
General Counsel, Telia Company

They have confirmed that there are no other investigations in any countries worldwide.

Lena Österberg
Head of Equity Research, Carnegie

Okay. Thank you.

Operator

Thank you. The next question comes from the line of Thomas Heath from Danske Bank, U.K. Thank you. Please go ahead.

Thomas Heath
Analyst, Danske Bank

The only outstanding question is exactly when and to whom you pay it. That is the first question. Secondly, maybe I didn't hear you correctly. Just to describe, you said you had the maximum discount possible. If you could say a little bit what caused you to reach 25% and if there was any other parts to this. Thank you.

Johan Dennelind
President and CEO, Telia Company

Thanks, Thomas. I will pass it over to Jonas to try to answer better than I did.

Jonas Bengtsson
General Counsel, Telia Company

I may have missed your first part of your question, but I understood that you asked when and to whom we will pay. Was that correct?

Johan Dennelind
President and CEO, Telia Company

Yes.

Thomas Heath
Analyst, Danske Bank

Yes. It is $965 million, it will not be lower, it will not be higher. The only uncertainty is exactly when and to whom you pay. Is that a good summary?

Jonas Bengtsson
General Counsel, Telia Company

Yes, that is correct. Of the $ 208.5 million. That will be paid, but we do not know exactly to whom or when yet. That is the only uncertainty, yes.

Thomas Heath
Analyst, Danske Bank

That's helpful. Thank you.

Jonas Bengtsson
General Counsel, Telia Company

Your second question, I think I did catch. You asked whether or not this was the maximum discount, and as I think that Johan pointed out, we have received the maximum discount for that parameter, i.e., for cooperation and remediation actions.

Thomas Heath
Analyst, Danske Bank

That's very helpful. Thank you.

Operator

Thank you. The next question comes from the line of Nick Lyall from SOCGEN, U.K. Thank you. Please ask your question.

Nick Lyall
Equity Analyst, Société Générale

Yeah. Evening, everybody. It's Nick at SOCGEN. Can I just ask two, please? You mentioned, I think on Eurasia that you're going to do things over quarters to come, so selling over quarters to come in. It doesn't sound like you're expecting things to be completed by the year-end. Is that a fair assessment now of the Eurasia process? Then secondly, on the, you were holding back, you said on the Nordic and Baltic acquisitions, is that fair as well? Were you holding back just because of the risk of fine? Have you got things in the pipeline and might we expect to see a move pretty quickly in the Nordics and the Baltics for new assets? Thanks.

Johan Dennelind
President and CEO, Telia Company

Hi, Nick. No, we're not holding back on acquisitions and the execution on our agenda in the Nordic Baltics due to this. When it comes to your question on divestments, what we have said is that we believe that we're able to stick to our divestment plans for Fintur, which has been unaffected directly from Uzbekistan. We've always said that Uzbekistan is related to when we can close DOJ, maybe not in facts and fundamentals, but definitely in perception and risk views from the buyers. Since this has taken some time to get to this settlement with the authorities, we don't have much time, with the Uzbek asset, before year-end, obviously. We may have to stretch ourselves into 2018 for Uzbekistan.

Nick Lyall
Equity Analyst, Société Générale

Okay. Thanks very much.

Operator

Thank you. Once again, ladies and gentlemen, if you wish to ask a question, you may press star one on your telephone keypad and wait for a name to be announced. If you wish to cancel your request, you may press the hash key. The next question comes from the line of Roman Arbuzov from UBS U.K. Thank you. Please ask your question.

Roman Arbuzov
Analyst, UBS

Thank you very much for taking the question. I just have one question, please. I'm curious about the methodology of calculating the fine. I don't know if there are more details available and if there is a big document somewhere online where I can look this up. In terms of arriving at the $965, could you just maybe at the high level explain sort of what were the key ingredients to calculating this? Was it, for example, the amount of fines that you've paid, this $330 million that you've highlighted on your slide? Or is it things like the amount of profits that you've made in those operations that was the key building block?

Johan Dennelind
President and CEO, Telia Company

Roman, okay. I'll give a high-level answer, and Jonas, please fill in. As I said, this $965 million is split in two buckets, if you want. One is actually the fine, we are assigned, and one is the disgorgement, i.e., the profit, the assessed profit we have made on the business, is then fully forfeited to the authorities. Those are the two main buckets that are added up to the $965. How these have been calculated is quite technical. Jonas, I don't think you're even going to go into details, but you can give some maybe guidance on how this has been done.

Jonas Bengtsson
General Counsel, Telia Company

Yes. Thank you. This has been and is a negotiated resolution, where we have, together with the authorities, came to the assessment of the pecuniary gain, which then has been disgorged. The pecuniary gain has also been the driver of calculating the fine, in accordance with U.S. sentencing guidelines. The result is, as Johan just described.

Roman Arbuzov
Analyst, UBS

Okay. Is there more details available online or it's all private information, non-public?

Jonas Bengtsson
General Counsel, Telia Company

No, there is not much more detail. I do believe there are some in the DOJ documents on sort of the to be very honest, I don't think it'd give you much more detail. You're happy to check them out.

Roman Arbuzov
Analyst, UBS

Okay. Thank you so much.

Operator

Thank you. It seems like we don't have any further questions at this time. Please continue. No further questions at this time, sir. Please continue.

Johan Dennelind
President and CEO, Telia Company

Okay. We thank you for your participation in the call, and of course, we're available for Q&As one-on-ones down the line here. Andreas will coordinate that on the investor side, and Peter also is on the comms side with media, where we also have a media briefing tomorrow here in Stockholm at 10:00 A.M. at our headquarters in Solna, Stockholm. Thanks again, and see you soon.

Operator

Thank you, ladies and gentlemen. That does conclude our conference for today. Thank you all for participating. You may now disconnect.