Draft agenda and draft decisions for the Extraordinary General Meeting of TEO LT, AB (hereinafter ‘the Company’ or ‘Teo’) shareholders to be held on 15 December 2016 proposed by the Board of the Company:
1. Election of the Company’s auditor.
Draft decision: 1) To elect UAB Deloitte Lietuva as the Company’s audit enterprise to perform the audit of the annual consolidated and separate financial statements of the Company for the year 2016 and to assess the consolidated annual report of the Company for the year 2016. 2) To authorize the CEO of the Company to conclude the agreement for audit services, establishing the payment for services as agreed between the parties but in any case not more than 110,000 (one hundred ten thousand) euro (VAT excluded) for the audit of the Company’s annual consolidated and separate financial statements for the year 2016 and the assessment of the consolidated annual report.
2. Regarding the approval of the reorganisation by way of merging AB Omnitel and AB Baltic Data Center into TEO LT, AB.
Draft decision: 1) To reorganize TEO LT, AB, AB Omnitel and AB Baltic Data Center pursuant to Part 3 of Article 2.97 of the Civil Code of the Republic of Lithuania by way of merging AB Omnitel (registration number 110305282, office T. Ševčenkos str. 25, Vilnius, Lithuania; reorganised company) , which, after the reorganization, will cease its activities as a legal entity, and AB Baltic Data Center (registration number 125830791; office Žirmūnų str. 141, Vilnius, Lithuania; reorganised company), which, after the reorganization, will cease its activities as a legal entity, into TEO LT, AB (registration number 121215434, office at Lvovo g. 25, Vilnius, Lithuania; a company participating in the reorganisation) according to the Terms of Merger attached hereto as Annex 1. 2) To approve the Terms of Merger attached hereto as Annex 1.
3. Regarding the change of TEO LT, AB name.
Draft decision: To change the Company’s name from TEO LT, AB to Telia Lietuva, AB as of the date of registration of new By-laws of the Company within the Register of Legal Entities of the Republic of Lithuania.
4. Regarding the approval of a new edition of the By-laws of the Company.
Draft decision: Taking into consideration the adopted decisions to change the Company’s name from TEO LT, AB to Telia Lietuva, AB as of the date of registration of new By-laws of the Company within the Register of Legal Entities of the Republic of Lithuania, to approve the new edition of the By-laws of Telia Lietuva, AB as those of the enterprise that continues its business activities after the reorganization of TEO LT, AB, AB Omnitel and AB Baltic Data Center as of the date of registration. To authorize the CEO of the Company (with a right to re-authorize) to sign new edition of the By-laws of the Company (Annex 2).
5. Regarding the implementation of decisions.
Draft decision: To authorise the CEO of the Company to implement all decisions (1-4), sign all the related documents and conclude all the transactions required for the implementation of the aforementioned decisions. The CEO of the Company shall be entitled to authorise any other person to perform the aforementioned actions and to sign the aforementioned documents.
The documents possessed by the Company related to the agenda of the Meeting, including draft resolutions, are available at the headquarters of TEO LT, AB, Lvovo str. 25, Vilnius, Lithuania, or at the Company’s internet website www.teo.lt .
ENCL.: - Terms of Merger of TEO LT, AB and AB Omnitel and AB Baltic Data Center. - New edition of the By-laws of Telia Lietuva, AB.
Giedrė Kaminskaitė-Salters, Head of Legal, tel. +370 5 236 7715
