Decisions of the Annual General Meeting of TEO LT, AB (hereinafter ‘the Company’ or ‘Teo’) Shareholders held on 29 April 2015:
- 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 was presented to the shareholders.
- To allocate the Company’s profit of the year 2014: part of the profit, allocated for the dividends, shall be 39,617,693 euro. The amount of dividend allocated for one share shall be 0.068 euro (further – Dividend per one share) (before tax).
The Company‘s dividend shall be allocated as follows:
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:
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;
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.
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 14 May 2015.
Following the Lithuanian Company Law the Company should pay dividends within the one month following the day on which the decision on profit distribution was adopted. The Company plans to pay out dividends on 27 May 2015.
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 15 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.
- To reduce the Company's obligatory reserve by 5,602,561.41 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 euro.
- 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 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.
- 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 euro. To establish that the Company's authorized capital is equal to 168,957,810.02 euro.
- 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.
- 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:
- Mr. Robert (Wilhelm) Andersson (proposed by TeliaSonera AB)
- Mr. Stefan (Carl Demetrios) Block (proposed by TeliaSonera AB)
- Mr. Claes (Johan Ingemar) Nycander (proposed by TeliaSonera AB)
- Ms. Tiia (Silja Kristiina) Tuovinen (proposed by TeliaSonera AB)
- Ms. Inga Skisaker (proposed by TeliaSonera AB)
-
Mr. Rolandas Viršilas (proposed by TeliaSonera AB)
Robert (Wilhelm) Andersson (born in 1960) – Executive Vice President and Head of Region Europe of TeliaSonera AB (Sweden), member of the Board of TEO LT, AB since 29 April 2014. Education: George Washington University, Washington DC, (U.S.A.), Master of Business Administration, International Business, and Swedish School of Economics and Business Administration, Helsinki (Finland), Master of Science, Accounting/Finance. Current Board Assignments: TeliaSonera Finland Oyj (Finland), Chairman of the Board; TeliaSonera Norge AS (Norway), Chairman of the Board; UAB Omnitel (Lithuania), Chairman of the Board; AS Eesti Telekom (Estonia), Chairman of the Supervisory Council; Xfera Móviles S.A. (Spain), member of the Board and Enea AB (Sweden), member of the Board. Robert Andersson has no direct interest in the share capital of TEO LT, AB. He owns 10,000 shares of TeliaSonera AB. He has no shareholdings that exceed 5 per cent of the share capital of any company.
Stefan (Carl Demetrios) Block (born in 1967) – Chief Financial Officer of Region Europe of TeliaSonera AB (Sweden), member of the Board of TEO LT, AB since 29 April 2014. Education – University of Stockholm (Sweden), Bachelor of Science in Business and Administration. Current Board Assignments: TeliaSonera Denmark A/S (Denmark), Chairman of the Board; Síminn Denmark A/S (Denmark), member of the Board; Telia Finance (Sweden), member of the Board; TeliaSonera Norge AS (Norway), member of the Board; Xfera Móviles S.A. (Spain), member of the Board; UAB Omnitel (Lithuania), member of the Board; LMT SIA (Latvia), member of the Supervisory Council and AS Eesti Telekom (Estonia), member of the Supervisory Council. Stefan Block has no direct interest in the share capital of TEO LT, AB. He has no shareholdings that exceed 5 per cent of the share capital of any company.
Claes (Johan Ingemar) Nycander (born in 1963) –Chief Technology Officer of Region Europe of TeliaSonera AB (Sweden), member of the Board of TEO LT, AB since 29 April 2014. Education: Uppsala University (Sweden), Master of Business and Administration; Stanford University Palo Alto (U.S.A.), Master of Science in Electrical Engineering; Institute of Technology at University of Linköping (Sweden), Master of Science in Electrical Engineering and University of Linköping (Sweden), Bachelor of Science in Mathematics. Current Board Assignments: TT Nätverket A/S (Denmark), Chairman of the Board; LMT SIA (Latvia), member of the Supervisory Council and Systecon AB (Sweden), member of the Board. Claes Nycander has no direct interest in the share capital of TEO LT, AB. He has no shareholdings that exceed 5 per cent of the share capital of any company.
Tiia (Silja Kristiina) Tuovinen (born in 1964) – Senior Legal Counsel for Competition and Corporate Governance of Group Legal Affairs of TeliaSonera AB (Sweden), member of the Board of TEO LT, AB since 28 April 2009. Education: University College London (United Kingdom), Master of Laws, and University of Helsinki (Finland), Master of Laws. Employment: Current Board assignments: Kekkilä Oy (Finland), member of the Board; Innofactor Oyj (Finland), member of the Board and member of the Board of several real estate companies in Helsinki, Finland. Tiia Tuovinen has no direct interest in the share capital of TEO LT, AB. She has no shareholdings that exceed 5 per cent of the share capital of any company.
Inga Skisaker (born in 1971) – General Manager and Head of Banking Baltic Countries of Nordea Bank AB Lithuania Branch (Sweden), member of the Board of TEO LT, AB since 28 April 2011. Education: Vilnius University (Lithuania), Master of International Business Administration. Current Board assignments: Baltic Management Institute (Lithuania), member of the Board, and Investors Forum (Lithuania), member of the Board. Inga Skisaker has no direct interest in the share capital of TEO LT, AB. She has no shareholdings that exceed 5 per cent of the share capital of any company.
Rolandas Viršilas (born in 1963) – Chief Executive Officer of UAB Švyturys–Utenos Alus (Lithuania), member of the Board of TEO LT, AB since 25 April 2013. Education: Vilnius University (Lithuania), Faculty of Mathematics, Master‘s degree. Current Board assignments: Lithuanian Brewers´ Guild (Lithuania), Chairman of the Council and VšĮ Užstato Sistemos Administratorius, member of the Board. Rolandas Viršilas has 75,000 shares of TEO LT, AB that accounts to 0.0129 per cent of the total number of the Company’s shares and votes. He has no shareholdings that exceed 5 per cent of the share capital of any company.
Following provisions of The Governance Code for the Companies Listed on the Nasdaq OMX Vilnius stock exchange all elected members of the Board are regarded as non-executive member of the Board, while Inga Skisaker and Rolandas Viršilas besides are regarded as independent members of the Board.
- To authorise the General Manager of the Company to implement above mentioned decisions, 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.
ENCL.:
- TEO LT, AB Financial Statements, Consolidated Annual and Independent Auditor’s Report for the Year Ended 31 December 2014.
- Statement of the Company’s Profit Allocation for the Year 2014.
- By-Laws of TEO LT, AB.
- Curriculum Vitae’s of elected members of the Board
Eglė Gudelytė-Harvey,
Head of Legal Affairs Division,
tel. +370 5 236 72 92
