Draft agenda and draft decisions for the Annual General Meeting of Telia Lietuva, AB (hereinafter ‘the Company’ or ‘Telia Lietuva’) shareholders to be held on 27 April 2017 proposed by the Board of the Company:
1. Information of the Company’s auditor.
Taken for the information.
2. Approval of the annual consolidated and separate financial statements of the Company for the year 2016 and presentation of the consolidated annual report of the Company for the year 2016.
Draft decision:
1) To approve the audited annual consolidated and separate financial statements of the Company for the year 2016.
2) The consolidated annual report of the Company for the year 2016, prepared by the Company, assessed by the auditors and approved by the Board, was presented.
3. Allocation of the profit of the Company of 2016.
Draft decision:
To allocate the Company’s profit for the year 2016 in line with the proposal for profit allocation as presented to the Annual General Meeting of Shareholders.
The Board proposes to allocate from the Company’s distributable profit of EUR 68,057 thousand EUR 17,478 thousand for the payment of dividends for the year 2016, i.e. EUR 0.03 dividend per share, and carry forward to the next financial year an amount of EUR 50,578 thousand as retained earnings (undistributed profit). For two independent members to the Board – Inga Skisaker and Rolandas Viršilas – as tantiems (annual payment) for the year 2016 to allocate in total an amount of EUR 31,280, or EUR 15,640 each.
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 and separate financial statements of the Company for the year 2017 and to assess the consolidated annual report of the Company for the year 2017.
2) To authorize the CEO of the Company to conclude the agreement for audit services, establishing the payment for services as agreed between the parties but in any case not more than 110,000 (one hundred ten thousand) euro (VAT excluded) for the audit of the Company’s annual consolidated and separate financial statements for the year 2017 and the assessment of the consolidated annual report.
5. Election of the Company’s Board members.
Draft decision:
Taking into consideration that the current term of the Company’s Board expired on 29 April 2017, 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 [...]).
Telia Company AB, as a shareholder of Telia Lietuva, AB holding 88.15 per cent of the Company’s shares and votes, proposes to the Annual General Meeting of Shareholders to be held on 27 April 2017 in Vilnius, Lithuania, the following nominees to be elected to the Board of Telia Lietuva, AB for the two-year term of the Board:
- Ms. Henriette Wendt
- Mr. Stefan (Carl Demetrios) Block
- Mr. Claes (Johan Ingemar) Nycander
- Mr. Ole Stenkil
- Ms. Inga Skisaker (as independent member of the Board)
- Mr. Rolandas Viršilas (as independent member of the Board)
Henriette Wendt (born in 1969) is Senior Vice President and Head of Lithuania, Estonia and Denmark (LED) cluster at Telia Company AB (Sweden). Education: ESSEC Business School Paris (France), Master’s degree in Business Administration, and Copenhagen Business School (Denmark), Bachelor's degree in Economics. She is not involved in activities of other entities. She has 8,500 shares of Telia Company AB (Sweden). She has no direct interest in the share capital of Telia Lietuva, AB.
Stefan (Carl Demetrios) Block (born in 1967) – member of the Board of Telia Lietuva, AB since 29 April 2014 (nominated by Telia Company AB), Chairman of the Audit Committee. Education – University of Stockholm (Sweden), Bachelor of Science in Business and Administration. Employment – Telia Company AB (Sweden), Chief Financial Officer of Lithuania, Estonia and Denmark (LED) cluster. Current Board Assignments: Telia Danmark A/S (Denmark), Chairman of the Board; Síminn Denmark A/S (Denmark), member of the Board; Telia Finance AB (Sweden), member of the Board; Telia Norge AS (Norway), member of the Board; LMT SIA (Latvia), member of the Supervisory Council; Telia Eesti AS (Estonia), member of the Supervisory Council. He has no direct interest in the share capital of Telia Lietuva, AB.
Claes (Johan Ingemar) Nycander (born in 1963) – member of the Board of Telia Lietuva, AB since 29 April 2014 (nominated by Telia Company AB), member of the Remuneration Committee. 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. Employment – Telia Company AB (Sweden), Vice President and Head of Special Projects & LED (Lithuania, Estonia, Denmark) Management at Group Service Operations. Current Board Assignments: TT Nätverket A/S (Denmark), Chairman of the Board; Systecon AB (Sweden), member of the Board; Svenska UMTS-Nät AB (Sweden), member of the Board; LMT SIA (Latvia), Chairman of Supervisory Council. He has no direct interest in the share capital of Telia Lietuva, AB.
Ole Stenkil (born in 1973) is Head of Legal for Lithuania, Estonia and Denmark (LED) cluster at Telia Company AB (Sweden); and Vice President and General Counsel for Telia Danmark (Denmark). Education: Copenhagen Business School, MBA in Executive Management; The Danish Bar & Law Society, Legal Professional Degree/Attorney; Århus University (Denmark), Master of Laws; Svendborg Business School (Denmark), Higher Commercial Examination Programme. Current Board assignments: Argon A/S (Denmark), member of the Board; DLG Tele I/S (Denmark), member of the Board; OCH A/S (Denmark), Chairman of the Board; Tilts Communications A/S (Denmark), member of the Board. He has no direct interest in the share capital of Telia Lietuva, AB.
Inga Skisaker (born in 1971) – member of the Board of Telia Lietuva, AB since 28 April 2011 (nominated as independent candidate by Telia Company AB), member of the Audit Committee. Education – Vilnius University (Lithuania), Master of International Business Administration. Employment – Nordea Bank AB Lithuania Branch (Sweden), General Manager and Head of Banking Baltic Countries. Current Board assignments: Baltic Management Institute (Lithuania), member of the Board, and Investors Forum (Lithuania), member of the Board. She has no direct interest in the share capital of Telia Lietuva, AB.
Rolandas Viršilas (born in 1963) – member of the Board of Telia Lietuva, AB since 25 April 2013 (nominated as independent candidate by Telia Company AB), member of the Remuneration Committee. Education – Vilnius University (Lithuania), Faculty of Mathematics, Master‘s degree. Employment: UAB Švyturys–Utenos Alus (Lithuania), Chief Executive Officer, and Carlsberg Baltic States, Chief Executive Officer. Current Board assignments: Lithuanian Brewers´ Guild (Lithuania), Chairman of the Council; VšĮ Užstato Sistemos Administratorius, member of the Board; Dayton Group Oy (Finland), member of the Board. He has 75,000 shares of Telia Lietuva, AB that accounts to 0.0129 per cent of the total number of the Company’s shares and votes.
Following provisions of The Governance Code for the Companies Listed on the Nasdaq Vilnius stock exchange all nominees upon election would be regarded as non-executive member of the Board, while Inga Skisaker and Rolandas Viršilas besides would be regarded as independent members of the Board.
6. Regarding the implementation of decisions.
Draft decision:
To authorise the CEO of the Company to implement all decisions (2-5), 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.
The documents possessed by the Company related to the agenda of the Meeting, including draft resolutions, are available at the headquarters of Telia Lietuva, Lvovo str. 25, Vilnius, Lithuania, or at the Company’s internet website www.telia.lt.
ENCL.:
- Draft of Telia Lietuva, AB Consolidated and Separate Financial Statements, Consolidated Annual Report and Independent Auditor’s Report for the year ended 31 December 2016.
- Draft of profit allocation for the year 2016.
- Curriculum Vitae of nominees to the Board.
Darius Džiaugys,
Head of Investor Relations,
tel. + 370 5 236 7878
