Decisions of the Annual General Meeting of TEO LT, AB (hereinafter ‘the Company’ or ‘TEO’) Shareholders held on 29 April 2014:
- To approve the audited annual consolidated financial statements of the Company for the year 2013. Consolidated annual report of the Company for the year 2013, prepared by the Company, assessed by the auditors and approved by the Board of Directors was presented to the shareholders.
- To allocate the Company’s profit of the year 2013: from the Company’s distributable profit of LTL 150,145 thousand (EUR 43,485 thousand) to allocate LTL 147,595 thousand (EUR 42,746 thousand) for the dividend payment for the year 2013 or LTL 0.19 (EUR 0.055) dividend per share. For annual payments (tantiemes) to six members of the Board for the year 2013 to allocate LTL 324 thousand (EUR 93.8 thousand), i.e. LTL 54 thousand (EUR 15.6 thousand) per one member of the Board.
The Law on Companies of the Republic of Lithuania provides that dividends shall be paid to the shareholders who at the end of the tenth business day following the Annual General Meeting that adopts a decision on dividend payment (rights accounting day) will be on the Shareholders’ List of the Company, i.e. will be shareholders of TEO LT, AB on 14 May 2014.
Following the Lithuanian Company Law the Company should pay dividends within the one month following the day on which the decision on profit distribution was adopted. The Company plans to pay out dividends on 28 May 2014.
Following Lithuanian laws dividends paid to natural persons–residents of the Republic of Lithuania and natural persons–residents of foreign countries are subject to withholding Personal income tax of 15 per cent. Dividends paid to legal entities of the Republic of Lithuania and legal entities–residents of foreign countries are subject to withholding Corporate income tax of 15 per cent, unless otherwise provided for by the laws.
- To elect UAB „Deloitte Lietuva” as the Company’s audit enterprise to perform the audit of the annual consolidated financial statements of the Company for the year 2014 and to make the assessment of the consolidated annual report of the Company for the year 2014. To authorize the Company’s General Manager to conclude the agreement for audit services, establishing the payment for services as agreed between the parties but in any case not more than 256,670 (two hundred fifty six thousand and six hundred seventy) litas (VAT excluded) for the audit of the Company’s annual consolidated financial statements for the year 2014 and assessment of the Company’s consolidated annual report.
- To reduce the Company’s authorised capital from 776,817,518 (seven hundred seventy six million to eight hundred seventeen thousand and five hundred eighteen) litas to 582,613,138 (five hundred eighty two million six hundred thirteen thousand and one hundred thirty eight) litas (decrease by 194,204,380 (one hundred ninety four million two hundred four thousand and three hundred eighty) litas).
The purpose of reduction of the Company’s authorised capital – payment of the Company’s funds to all shareholders in proportion to the nominal value of shares owned by the property right by the shareholder.
The Company’s authorised capital shall be reduced by way of cancelling of the Company’s shares with the nominal value equal to the reduction amount indicated above, i.e. 194,204,380 (one hundred ninety four million two hundred four thousand and three hundred eighty) litas.
To reduce the number of shares owned by the shareholders of the Company in the following order:
1. The shares are cancelled to all the shareholders of the Company in proportion to the nominal value of shares owned by them;
2. The number of shares attributable to the shareholders, who at the end of the day of registration of amended Company’s By-laws hold more than 1 (one) share, shall be calculated by multiplying the number of shares, held by the shareholder at the end of the day of registration of amended Company’s By-laws, by the ratio of 0.749999999 (reduced authorised capital divided by the current authorised capital, nine digits after the decimal point) and rounding off in the following order:
2.1. if the fractional part of the number of shares is equal to 0.5 or more – the number of shares shall be rounded up to the whole number;
2.2. if the fractional part of the number of shares is less than 0.5 – the number of shares shall be rounded down to the whole number.
The Shareholders that under the rules on share exchange stipulated in this decision after rounding-off are attributed the number of shares (hereinafter – the Calculated number of shares) lesser than 1 (one), shall maintain 1 (one) share of the Company.
If the Calculated number of shares to all the shareholders exceeds 582,613,138 (five hundred eighty two million six hundred thirteen thousand and one hundred thirty eight), i.e. the number of shares of the Company after reduction of the Company’s authorised capital (hereinafter – the Maximum number of shares), the number of shares to the shareholder, who holds the biggest Calculated number of shares, shall be reduced by the number equal to the difference between the Calculated number of shares to all the shareholders and the Maximum number of shares in order the Companies’ authorised capital be constituted from the Maximum number of shares.
If the Calculated number of shares to all the shareholders is less than the Maximum number of shares, the number of shares to the shareholder, who holds the biggest Calculated number of shares, shall be increased by the number equal to the difference between the Maximum number of shares and the Calculated number of shares to all the shareholders in order the Companies’ authorised capital be equal to the Maximum number of shares.
Prior to registration in the Register of Legal Entities of the reduction of the authorised capital, an application shall be submitted for suspension of the trading in shares of the Company in AB NASDAQ OMX Vilnius stock exchange.
- To amend the By-laws of the Company and to approve a new edition of the Company’s By-laws.
- To elect to the Board of the Company for current term of the Board:
1. Robert Andersson (proposed by TeliaSonera AB)
2. Stefan Block (proposed by TeliaSonera AB)
3. Claes Nycander (proposed by TeliaSonera AB)
Robert Andersson (born in 1960) is Executive Vice President and Head of Region Europe at TeliaSonera AB, Sweden. Education: Master of Business Administration, International Business, George Washington University, Washington DC; Master of Science, Accounting/Finance, Swedish School of Economics and Business Administration, Helsinki. Current Board assignments: Chairman of the Board of TeliaSonera Norge (Norway) and TeliaSonera Finland Oyj (Finland); member of the Board of Enea AB (Sweden), EMT (Estonia), Elion (Estonia) and Eesti Telekom (Estonia). He holds 10,000 shares in TeliaSonera AB and has no direct interest in the share capital of TEO LT, AB.
Stefan Block (born in 1967) is Chief Financial Officer of Region Europe at TeliaSonera AB, Sweden. Education: Bachelor of Science in Business and Administration, University of Stockholm, Sweden. Current Board assignments: Chairman of the Board of TeliaSonera Denmark (Denmark); member of the Board of EMT (Estonia), Elion (Estonia), Eesti Telekom (Estonia), LMT (Latvia), TeliaSonera Norge (Norway) and Telia Finance (Sweden). He has no direct interest in the share capital of TEO LT, AB.
Claes Nycander (born in 1963) is Chief Technology Officer of Region Europe at TeliaSonera AB, Sweden. Education: Master of Business and Administration, Uppsala University, Sweden; Master of Science in Electrical Engineering, Stanford University Palo Alto (U.S.A.); Master of Science in Electrical Engineering, Technical University of Linköping, Sweden; Bachelor of Science in Mathematics, University of Linköping, Sweden. Current Board assignments: member of the Board of Systecon AB (Sweden), LMT (Latvia) and TT Natverket A/S (Denmark). He has no direct interest in the share capital of TEO LT, AB.
Following provisions of The Governance Code for the Companies Listed on the NASDAQ OMX Vilnius stock exchange nominees upon election would be regarded as non-executive member of the Board.
- To authorise the General Manager of the Company to implement above mentioned decisions, sign all the related documents and conclude all the transactions required for implementation of the indicated decisions. The General Manager of the Company shall be entitled to authorise any other person to perform the indicated actions and to sign the indicated documents.
ENCL.:
- TEO LT, AB Financial Statements, Consolidated Annual and Independent Auditor’s Report for the Year Ended 31 December 2013.
- Statement of the Company’s Profit Allocation for the Year 2013.
- By-laws of TEO LT, AB
- CV of members of the Board
Eglė Gudelytė-Harvey, Director of Corporate Administration and Legal Affairs Unit, tel. +370 5 236 72 92
