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 2015 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 2014 and presentation of the consolidated annual report of the Company for the year 2014.
Draft decision:
- To approve the audited annual consolidated financial statements of the Company for the year 2014.
- Consolidated annual report of the Company for the year 2014, 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 2014.
Draft decision:
To allocate the Company’s profit of the year 2014 according the draft of profit allocation presented for the Annual General Meeting of Shareholders and to establish that:
- Part of the profit, allocated for the dividends, shall be 39,617,693 (thirty nine million six hundred seventeen thousand and six hundred ninety three) euro. The amount of dividend allocated for one share shall be 0.068 (sixty eight thousandths) euro (further – Dividend per one share) (before tax).
- Company‘s dividend shall be allocated as follows:
2.1. The amount of dividend for shareholder shall be calculated by multiplying the amount of shares held by shareholder by Dividend per one share and rounding the result in the following order:
2.1.1. if the result of the figure in fraction (i.e. up to the third figure after comma) would be equal or bigger than 0,005, the shareholders’ amount of the dividend shall be rounded up until 2 figures after comma, that is – expressed in cents, to the higher amount, by adding one to the second figure after comma;
2.1.2. if the result of the figure in fraction (i.e. up to the third figure after comma) would be smaller than 0,005, the shareholders’ amount of the dividend shall be rounded up until 2 figures after comma, that is – expressed in cents, to the lower amount, leaving the second figure after comma unchanged.
4. Regarding the reduction of the Company’s obligatory reserve.
Draft decision:
To reduce the Company's obligatory reserve by 5,602,561.41 (five million six hundred two thousand five hundred sixty one and forty one hundredth) euro and to reallocate this amount to the Company's retained earnings. To set, that the Company’s obligatory reserve equals to 16,895,781 (sixteen million eight hundred ninety five thousand seven hundred eighty one) euro.
5. Election of the Company’s auditor.
Draft decision:
- To elect UAB Deloitte Lietuva as the Company’s audit enterprise to perform the audit of the annual consolidated financial statements of the Company’s Group for the year 2015 and to make the assessment of the consolidated annual report of the Company’s Group for the year 2015.
- 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 74,337 (seventy four thousand three hundred thirty seven) euro (VAT excluded) for the audit of the Company’s Group annual consolidated financial statements for the year 2015 and assessment of the consolidated annual report.
6. Regarding the par value of shares and change of the authorized capital expression in litas into expression in euro.
Draft decision:
- To change the expression of the par value of the Company's shares and the authorized capital in litas into expression in euro.
- To determine that the par value of the one Company's share is equal to 0.29 (twenty nine hundredth) euro.
- To establish that the Company's authorized capital is equal to 168,957,810.02 (one hundred sixty eight million nine hundred fifty seven thousand eight hundred ten and two hundredth) euro.
7. Approval on the new wording of the By-Laws of the Company.
Draft decision:
Taking into consideration the adopted decisions to change the expression of the par value of the Company's shares and authorized capital in litas into expression in euro, amendments of the Republic of Lithuania Law on Companies, that came into force after registration of the last wording of the Company’s By-Laws and other amendments provided in the draft of the By-Laws amendments, to approve the new wording of the Company’s By-Laws. To authorize General Manager of the Company (with the right to reauthorize) to sign the new wording of the By-Laws of the Company.
8. Election of the Company’s Board members.
Draft decision:
Taking into consideration that the current term of the Company’s Board of Directors expired on 25 April 2015, to elect to the Board of the Company for the two-year term of the Board:
1. _______________ (proposed by [...])
2. _______________ (proposed by [...])
3. _______________ (proposed by [...])
4. _______________ (proposed by [...])
5. _______________ (proposed by [...])
6. _______________ (proposed by [...])
9. Regarding implementation of decisions.
Draft decision:
To authorise the General Manager of the Company to implement all decisions (2-8), 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.:
- TEO LT, AB Financial Statements, Consolidated Annual and Independent Auditor’s Report for the Year Ended 31 December 2014.
- Draft of Statement of the Company’s Profit Allocation for the Year 2014.
- Draft of the By-Laws of TEO LT, AB.
Eglė Gudelytė-Harvey,
Head of Legal Affairs Division,
tel. +370 5 236 72 92
