The Board of TEO LT, AB after having analysed the material regarding the voluntary non-competitive takeover bid (the Offer) of the offeror TeliaSonera AB (the Offeror) to purchase shares in TEO LT, AB at the meeting of the Board of TEO LT, AB held on 13 June 2012 decided:
1. Opinion of the Board about the Offer
The Offer is being submitted following the requirements of the legal acts of the Republic of Lithuania and is being supervised by the Bank of Lithuania.
2. The opinion of the Board about the plans and intentions announced by the Offeror in respect of TEO LT, AB:
2.1. expected impact of the Offer’s implementation on the interests of TEO LT, AB
As the Offeror intends to continue the current business activities of TEO LT, AB, the Board is of the opinion that the implementation of the Offer will not have a negative impact on the interests of TEO LT, AB.
2.2. impact on the employment conditions
As the Offeror has no intention to change the existing personnel policy of TEO LT, AB, the Board is of the opinion that the Offer will not have a negative impact on the employment conditions.
2.3. impact on the number of employees
Due to the reasons set forth in section 2.2 of this opinion above, the Board is of the opinion that the Offer will not have a negative impact on the number of employees.
2.4. opinion on the strategic plans of the Offeror and their impact on the number of employees and places where business is conducted (outlets)
As the Offeror has no intention to change the existing personnel policy and management policy, as well as the current business activities of TEO LT, AB, therefore, the Board is of the opinion that there will be no negative impact on the number of employees and places where the business is conducted.
3. The opinion of the Board about the Offer price for the shares of TEO LT, AB
The Board took a decision to select an independent consultant through the tender process in order to obtain an independent fairness opinion on the Offer price for the shares of TEO LT, AB. The Board has selected and requested the fairness opinion from KPMG Baltics, UAB, concerning the fairness of the Offer price from the financial point of view.
KPMG Baltics, UAB has given its independent fairness opinion on the Offer price from the financial point of view of the shareholders, all of which based on publicly available information, addressed to the Board, where it stated that the Offer price is fair from the financial point of view.
The Board has carefully evaluated the Offer and based its evaluation on the Offer circular and the fairness opinion issued by KPMG Baltics, UAB. The Board deems the Offer price as fair.
4. Recommendations of the Board to the shareholders of TEO LT, AB: arguments reasoning acceptance or rejection of the Offer. If no recommendations are provided, explanations of the Board why it refrains from such recommendations
The Board is not providing recommendations to the shareholders of TEO LT, AB to accept or to reject the Offer, because 4 out of 6 Board members of TEO LT, AB are employees of the Offeror or its related companies and due to that it is the opinion of the Board that it is not appropriate for the Board to make recommendations on the acceptance or rejection of the Offer.
5. Information on whether there are any written arrangements between the Board of TEO LT, AB (or its separate members) and the Offeror regarding implementation of the Offer
There are no such agreements.
6. Information whether there are any written arrangements between the Board of TEO LT, AB (or its separate members) and the Offeror regarding mutual management policy
There are no such agreements.
7. Information about the shares granting voting rights and votes held by TEO LT, AB at the general meetings of shareholders of the Offeror
On the date of this opinion, TEO LT, AB does not hold any shares granting voting rights and votes at the general meeting of shareholders of the Offeror.
8. Information about the shares granting voting rights and votes held by the Members of the Board of TEO LT, AB and the CEO of TEO LT, AB at the general meetings of shareholders of the Offeror
| Name, Surname | Shares of the Offeror held by Board members, CEO of TEO LT, AB |
| Malin Frenning | 400 |
| Lars Klasson | 2490 |
| Joakim Sundström | 0 |
| Tiia Tuovinen | 1857 |
| Inga Skisaker | 0 |
| Jonas Pilkauskas | 0 |
| Arūnas Šikšta | 0 |
9. Number of the Members of the Board and their voting results:
9.1. number of the Members of the Board of TEO LT, AB according to its Articles of Association
According to the Articles of Association of TEO LT, AB, the Board is comprised of 6 (six) members, out of which currently all 6 (six) members are elected.
9.2. number of the Members of the Board who participated at the Board meeting
At the meeting of the Board held on 13 June 2012 participated 6 (six) members of the Board of TEO LT, AB.
9.3. number of the Members of the Board who voted in favor of the opinion of the Board
In favor of this opinion of the Board voted 6 (six) members of the Board.
9.4. number of the Members of the Board who voted against of the opinion of the Board
No members of the Board voted against this opinion of the Board.
10. Other information upon discretion of the Board
The fairness opinion of KPMG Baltics, UAB mentioned in this Board opinion was provided solely for the benefit and use of the Board. Under no circumstances can any employee, shareholder, creditor or any other person rely or claim liability of KPMG Baltics, UAB for the contents of the fairness opinion, whether it is disclosed in this Board opinion or not.
The Board is not giving any recommendations to the shareholders in relation to the value of the shares of TEO LT, AB and in relation to the acceptance or rejection of the Offer. This opinion shall not be constructed or explained in any such way as to be understood as financial (investment) advise, therefore each and every shareholder shall independently decide if to accept or reject the Offer.
Chairman of the Board Malin Frenning
Signing date: 13 June 2012
ENCL. Opinion of the Board of TEO LT, AB regarding the tender offer in respect of shares of TEO LT, AB (3 pages)
Eglė Gudelytė-Harvey,
Director of Corporate Administration and Legal Affairs Unit,
tel. +370 5 236 7292
