Draft agenda and draft decisions for the Annual General Meeting of TEO LT, AB (hereinafter ‘the Company’ or ‘TEO’) shareholders to be held on 29 April 2014 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 2013 and presentation of the consolidated annual report of the Company for the year 2013.
Draft decision:
1. To approve the audited annual consolidated financial statements of the Company for the year 2013.
2. 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 is presented.
3. Allocation of the profit of the Company of 2013.
Draft decision:
To allocate the Company’s profit of the year 2013 according to the draft of profit allocation presented for the Annual General Meeting of Shareholders.
4. 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 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.
2. 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.
5. Reduction of the Company’s authorized capital.
Draft decision:
1. 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).
2. 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.
3. 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.
4. To reduce the number of shares owned by the shareholders of the Company in the following order:
4.1. The shares are cancelled to all the shareholders of the Company in proportion to the nominal value of shares owned by them;
4.2. 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:
4.2.1. 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;
4.2.2. 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.
4.3. 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.
4.4. 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.
4.5. 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.
5. 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.
6. Amendments to the By-laws of the Company.
Draft decision:
To amend paragraphs 1) and 2) of Clause 5.1. of the By-laws of the Company and to set forth to be read as follows in new edition of the By-laws of the Company:
1) The authorized capital of the Company is 582,613,138 (five hundred eighty two million six hundred thirteen thousand and one hundred thirty eight) litas.
2) The authorized capital of the Company is divided into 582 613 138 (five hundred eighty two million six hundred thirteen thousand and one hundred thirty eight) Ordinary Registered Shares of 1 (one) litas par value.
7. Election of the Company’s Board members.
Draft decision:
To elect to the Board of the Company for current term of the Board:
1. _______________ (proposed by [...])
2. _______________ (proposed by [...])
3. _______________ (proposed by [...])
8. Regarding implementation of decisions.
Draft decision:
To authorise the General Manager of the Company to implement all decisions (2-7), 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 2013.
- Draft of Statement of the Company’s Profit Allocation for the Year 2013.
- Draft of By-laws of TEO LT, AB
Eglė Gudelytė-Harvey,
Director of Corporate Administration and Legal Affairs Unit,
tel. +370 5 236 72 92
