Draft agenda and draft decisions for the Annual General Meeting of TEO LT, AB (hereinafter ‘the Company’ or ‘TEO’) shareholders to be held on 25 April 2013 proposed by the Board of the Company:
1. Information of the Company’s auditor.
Taken for the information.
2. Approval of the annual consolidated financial statements of the Company for the year 2012 and presentation of the consolidated annual report of the Company for the year 2012.
Draft decision:
1) To approve the audited annual consolidated financial statements of the Company for the year 2012.
2) Consolidated annual report of the Company for the year 2012, prepared by the Company, assessed by the auditors and approved by the Board of Directors is presented.
3. Allocation of the profit of the Company of 2012.
Draft decision:
To allocate the Company’s profit of the year 2012 according to the draft of profit allocation presented for the Annual General Meeting of Shareholders.
The Board proposes for the Annual General Meeting from the Company’s distributable profit of LTL 160,668 thousand (EUR 46,533 thousand) to allocate LTL 155,364 thousand (EUR 44,997 thousand) for the dividend payment for the year 2012 or LTL 0.20 (EUR 0.058) dividend per share. For annual payments (tantiemes) to six members of the Board for the year 2012 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 10 May 2013.
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 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. Recall of the Company’s Board members.
Draft decision:
To recall from the Board of the Company all members of the Board: Malin Frenning, Lars Klasson, Joakim Sundström, Tiia Tuovinen, Inga Skisaker and Jonas Pilkauskas.
5. Election of the Company’s Board members.
Draft decision:
To elect to the Board of the Company for new term of the Board (for 2 years):
1. _______________ (proposed by [...])
2. _______________ (proposed by [...])
3. _______________ (proposed by [...])
4. _______________ (proposed by [...])
5. _______________ (proposed by [...])
6. _______________ (proposed by [...])
The Company has not received a list of nominees to the Board yet.
6. Regarding implementation of decisions.
Draft decision:
To authorise the General Manager of the Company to implement all decisions (2-5), 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, Lvovo str. 25, 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 2012.
- Draft of Statement of the Company’s Profit Allocation for the Year 2012.
Eglė Gudelytė-Harvey,
Director of Corporate Administration and Legal Affairs Unit,
tel. +370 5 236 72 92
