On 9 June 2016, the Boards of TEO LT, AB and its subsidiaries – AB Omnitel and AB Baltic Data Center – approved the Terms of Merger of TEO LT, AB (hereinafter – TEO), AB Omnitel (hereinafter – OMNITEL) and AB Baltic Data Center (hereinafter – BDC).

Based on the Terms of Merger, TEO, OMNITEL and BDC undergo merger pursuant to Part 3 of Article 2.97 of the Civil Code of the Republic of Lithuania by the way of merger of OMNITEL, which after the merger shall terminate its activities as a legal entity, and BDC, which after the merger shall terminate its activities as a legal entity, into TEO, which after the merger shall continue activities engaged by TEO, OMNITEL and BDC.

TEO, the company involved in merger:
• name of a legal entity – TEO LT, AB;
• legal form of a legal entity – public limited liability company;
• registered address of a legal entity – Lvovo str. 25, Vilnius, the Republic of Lithuania;
• registration number of a legal entity – 121215434;
• register with which data about a legal entity is gathered and kept – the Register of Legal Entities of the Republic of Lithuania, administrator;
• value-added tax payer’s code – LT212154314;
• authorised capital amounts to EUR 168,957,810.02;
• authorised capital is divided into 582,613,138 ordinary registered shares with nominal value of EUR 0.29 each;
• amount of paid-up authorised capital – EUR 168,957,810.02.

OMNITEL, the company being merged:
• name of a legal entity – AB „OMNITEL“;
• legal form of a legal entity – public limited liability company;
• registered address of a legal entity – T. Ševčenkos str. 25, Vilnius, the Republic of Lithuania;
• registration number of a legal entity – 110305282;
• register with which data about a legal entity is gathered and kept – the Register of Legal Entities of the Republic of Lithuania, administrator;
• value-added tax payer’s code – LT103052811;
• authorised capital amounts to EUR 11,509,777.81;
• authorised capital is divided into 39,688,889 ordinary registered shares with nominal value of EUR 0.29 each.

BDC, the company being merged:
• name of a legal entity – AB „BALTIC DATA CENTER“;
• legal form of a legal entity – public limited liability company;
• registered address of a legal entity – Žirmūnų str. 141, Vilnius, the Republic of Lithuania;
• registration number of a legal entity – 125830791;
• register with which data about a legal entity is gathered and kept – the Register of Legal Entities of the Republic of Lithuania, administrator;
• value-added tax payer’s code – LT258307917;
• authorised capital amounts to EUR 289,600;
• authorised capital is divided into 10,000 ordinary registered shares with nominal value of EUR 28.96 each.

Taking into consideration, that TEO is a sole owner of OMNITEL and BDC, merger of TEO, OMNITEL and BDC shall be implemented under simplified merger procedure in accordance with Article 2.103 of the Civil Code of the Republic of Lithuania and Article 70 of the Law on Companies of the Republic of Lithuania.

No new legal entity shall be established as a result of merger. During merger shares of OMNITEL and BDC shall not be exchanged to shares of TEO. Authorised capital of TEO shall not be increased.

During the process of merger, TEO, continuing after the merger, shall assume all assets, rights and obligations of OMNITEL. TEO shall assume OMNITEL assets, rights and obligations under the terms, conditions and in accordance with the procedure set forth in these Terms of Merger based on the transfer-acceptance act(s). Assets, rights and obligations (including rights and obligations under transactions) of OMNITEL shall be transferred to TEO as of the moment of execution of the OMNITEL Transfer-Acceptance Act and shall be deemed assumed by TEO as of the same moment, unless otherwise stated in the OMNITEL Transfer-Acceptance Act.

All and any transactions of OMNITEL concluded before the moment of execution of the OMNITEL Transfer-Acceptance Act shall after the execution of the OMNITEL Transfer-Acceptance Act be deemed as transactions of TEO and shall be recorded in the books of TEO, unless otherwise stated in the OMNITEL Transfer-Acceptance Act.

During the process of merger, TEO, continuing after the merger, shall assume all assets, rights and obligations of BDC. TEO shall assume BDC assets, rights and obligations under the terms, conditions and in accordance with the procedure set forth in these Terms of Merger based on the transfer-acceptance act(s). Assets, rights and obligations (including rights and obligations under transactions) of BDC shall be transferred to TEO as of the moment of execution of the BDC Transfer-Acceptance Act and shall be deemed assumed by TEO as of the same moment, unless otherwise stated in the BDC Transfer-Acceptance Act.

All and any transactions of BDC concluded before the moment of execution of the BDC Transfer-Acceptance Act shall after the execution of the BDC Transfer-Acceptance Act be deemed as transactions of TEO and shall be recorded in the books of TEO, unless otherwise stated in the BDC Transfer-Acceptance Act.

 

ENCL. Terms of merger of TEO LT, AB, AB Omnitel and AB Baltic Data Center

 

         Paulius Pakutinskas,
         Senior Legal Adviser,
         tel. +370 5 236 7330