Draft agenda and draft decisions for the Annual General Meeting of TEO LT, AB (hereinafter ‘the Company' or ‘TEO') shareholders to be held on 26 April 2010 proposed by the Board of the Company: 1. Information of the Company's auditor. Taken for the information. 2. Approval of the annual financial statements of the Company and consolidated group annual financial statements for the year 2009 and presentation of the consolidated annual report of the Company for the year 2009. Draft decision: 1) To approve the audited annual financial statements of the Company for the year 2009. 2) Consolidated annual report of the Company for the year 2009, prepared by the Company, assessed by the auditors and approved by the Board of Directors is presented. 3. Allocation of the Company's profit of 2009. Draft decision: To allocate the Company's profit of the year 2009 according to the draft of profit allocation presented for the Annual General Meeting of Shareholders (Annex 1). **** The Board proposes for the Annual General Meeting from the Company's distributable profit of LTL 166,075 thousand (EUR 48,099 thousand) to allocate LTL 163,132 thousand (EUR 47,246 thousand) for the dividend payment for the year 2009 or LTL 0.21 (EUR 0.061) dividend per share. For annual payments (tantiemes) to seven members of the Board for the year 2009 to allocate LTL 378 thousand (EUR 109 thousand), i.e. LTL 54 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 10 May 2010. Following Lithuanian laws dividends for the year 2009 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 20 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. Residents of the foreign countries, which have concluded agreements on Avoidance of Double Taxation with the Republic of Lithuania, could take advantage of reduced tariffs provided by such agreements by submitting Claim for Reduction or Exemption from the Anticipatory Tax Withheld at Source, form FR0021 (DAS-1). 4. Election of the Company's auditor. Draft decision: To elect UAB PricewaterhouseCoopers as the Company's audit enterprise for the period of two years to perform the audit of the financial statements of the Company and group consolidated financial statements for the year 2010 and 2011, and to make the assessment of the consolidated annual reports of the Company for the year 2010 and 2011. 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 480,000 (four hundred eighty thousand) litas (VAT excluded) for the audit of the Company's financial statements for the two financial years and assessment of the Company's consolidated annual reports (i.e. 240,000 (two hundred forty thousand) litas (VAT excluded) per each financial year). 5. Annulment of the Company's treasury shares. Draft decision: To annul 38,095,242 ordinary shares held by the Company by the ownership right, of 1 litas par value each, ISIN code LT0000123911. Alternative: Not to approve the annulment of the Company's treasury shares. 6. Sale of the Company's treasury shares. Draft decision: Not to approve the sale of the Company's treasury shares. Alternative: To sell 38,095,242 ordinary shares held by the Company by the ownership right, of 1 litas par value each, ISIN code LT0000123911. The Board of the company shall establish the procedure and minimum price for sale of the treasury shares and submit for approval by the General Meeting of Shareholders until 30 June 2010. 7. Reduction of the Company's authorised capital Draft decision: To reduce the Company's authorised capital from 814,912,760 litas to 776,817,518 litas. The purpose of reduction of the Company's authorised capital - cancellation of the Company's treasury shares. The Company's authorised capital shall be reduced by way of annulment of the Company's treasury shares indicated in decision No. 5. Alternative: Not to approve the reduction of the Company's authorised capital. 8. Amendments to the By-laws of the Company Draft decision: To amend the By-laws of the Company: - to delete from the By-laws the address of the Company's registered office; - to specify in the By-laws the amount of the authorised capital changed pursuant to decision No. 7; - to amend the procedure for convocation of the General Meeting of Shareholders by reference to the Law on Companies of the Republic of Lithuania; - to make other amendments in accordance to the current wordings of the Law on Companies and other laws and to approve a new wording of the Company's By-laws which is attached as Annex 2 hereto. The General Manager of the Company shall be authorised to sign the new wording of the By-laws and to apply to the notary public and the Register of Legal Entities as well as to sign all the related documents required for registration of the new wording of the By-laws. 9. Regarding the Company's registered office address Draft decision: The registered office of the Company shall be Savanorių pr. 28, LT-03501 Vilnius, Lithuania. 10. Election of the Company's Board member. Instead of Anders Gylder who resigns from the Board as of 26 April 2010, Amber Teleholding A/S, the shareholder of TEO LT, AB, which owns 60 per cent of the Company's share capital, proposed to the Annual General Meeting of Shareholders to be held on 26 April 2010 to elect Malin Frenning to the Board of the Company for the current term of the Board. Malin Frenning (born in 1967) is Deputy Head of Business Area Broadband Services at TeliaSonera AB (publ), Sweden. Education: Master of Science degree in Mechanical Engineering from Luleå University of Technology, Sweden. Current Board assignments: CEO/MD for TeliaSonera AB, Sweden, Network sales; CEO/MD for TeliaSonera International Carrier AB, Sweden; MD for TeliaSonera International Carrier Bulgaria EOOD, Bulgaria; MD for TeliaSonera International Carrier Romania S.R.L, Romania; Chairman of the Board for TeliaSonera International Carrier Russia, Russia; Board member of ESRI S-Group AB, Sweden. She 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 nominee upon election would be regarded as non-executive member of the Board. Draft decision: To elect to the Board of the Company for the present term of the Board [...] proposed by [...]. 11. Regarding implementation of decisions. Draft decision: To authorise the General Manager of the Company to perform all decisions (1-10), 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. 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, Savanorių ave. 28, Vilnius, Lithuania, or at the Company's internet website www.teo.lt. ENCL.: - Draft of Independent auditor's report by UAB PricewaterhouseCoopers. - Draft of TEO LT, AB Financial Statements, Consolidated Annual and Independent Auditor's Report for the Year Ended 31 December 2009. - Draft of Statement of the Company's Profit Allocation for the Year 2009. - Curriculum Vitae's of Malin Frenning, a nominee to the Board. Eglė Gudelytė-Harvey, Director of Corporate Administration and Legal Affairs Unit, tel. +370 5 236 72 92
Draft decisions of the Annual General Meeting of Shareholders to be held on 26 April 2010
| Source: Telia Lietuva