The Annual General Meeting of TEO LT, AB (hereinafter ‘the Company’ or ‘Teo’) shareholders held on 26 April 2016 decided:
- To approve the audited annual consolidated and separate financial statements of the Company for the year 2015. The consolidated annual report of the Company for the year 2015, prepared by the Company, assessed by the auditors and approved by the Board, was presented to the shareholders.
- To allocate the Company’s profit for the year 2015: part of the profit, allocated for the dividends, is 5,826,131 euro. The amount of dividend allocated for one share is 0.01 euro. The amount of EUR 31,280 allocated for tantiems for the year 2015 to two independent members of the Board – Inga Skisaker and Rolandas Viršilas, i.e. EUR 15,640 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 2016.
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 for the year 2015 on 24 May 2016.
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 approve the preparation of reorganisation terms, under which the following companies would be merged into TEO LT, AB (registration number 121215434, office at Lvovo g. 25, Vilnius, Lithuania; a company participating in the reorganisation): Uždaroji akcinė bendrovė “Omnitel” (registration number 110305282, office T. Ševčenkos str. 25, Vilnius, Lithuania; reorganised company) and Uždaroji akcinė bendrovė “Baltic Data Center”(registration number 125830791; office Žirmūnų str. 141, Vilnius, Lithuania; reorganised company). To authorise the Board and the CEO of the Company to perform all actions and adopt all decisions necessary for the aforementioned reorganisation.
- Taking into consideration that a member of the Board, Tiia (Silja Kristiina) Tuovinen, has resigned from the Board of the Company as of 25 April 2016, to elect Hannu-Matti Mäkinen (proposed by Telia Company AB) to the Board of the Company for the current term of the Board.
Hannu-Matti Mäkinen (born in 1970) is General Counsel Region Europe and Head of Legal of Region Europe at Telia Company AB. Education: University of Arizona, College of Law, LL.M (Masters of Laws) in International Trade Law; University of Lapland, School of Law, LL.B (Bachelor of Laws) and LL.M (Masters of Laws) in Finnish and EU-Law. Current Board Assignments: TeliaSonera Finland Oyj (Finland), member of the Board; Telia Danmark A/S (Denmark), member of the Board; Tilts Communications A/S (Denmark), member of the Board; Telia Norge AS (Norway), member of the Board; UAB Omnitel (Lithuania), member of the Board; LMT SIA (Latvia), member of the Supervisory Council; Telia Eesti AS (Estonia), member of the Supervisory Council; Lattelecom SIA (Latvia), member of the Supervisory Council. He has no direct interest in the share capital of TEO LT, AB.
Following the provisions of The Governance Code for the Companies Listed on the Nasdaq Vilnius stock exchange Hannu-Matti Mäkinen is regarded as non-executive member of the Board.
- To authorise the CEO of the Company to implement all above mentioned decisions, sign all the related documents and conclude all the transactions required for the implementation of the aforementioned decisions. The CEO of the Company shall be entitled to authorise any other person to perform the aforementioned actions and to sign the aforementioned documents.
ENCL.:
- TEO LT, AB Consolidated and Separate Financial Statements, Consolidated Annual Report and Independent Auditor’s Report for the Year Ended 31 December 2015.
- Statement of the Company’s Profit Allocation for the Year 2015.
- Curriculum Vitae of Hannu-Matti Mäkinen, a member of the Board of the Company.
Giedrė Kaminskaitė-Salters,
Head of Legal,
tel. +370 5 236 7715
