Shareholder meetings
Shareholder meetings
According to the By-laws of Telia Lietuva, AB the managing bodies of the Company are General Meeting, Board and CEO. The Company does not have a Supervisory Council.
The decisions of the General Meeting made regarding the matters of competence of General Meeting, are binding upon the Shareholders, the Board, CEO and other officials of the Company.
The Shareholders of the Company that at the end of the date of record of the General Meeting are Shareholders of the Company have the right to participate in the General Meeting.
The date of record of General Meeting of the Shareholders of the Company is the fifth business day prior to the General Meeting or the repeated General Meeting.
The person, participating in the General Meeting and having the right to vote shall deliver his/her identification proving document. In case the person is not a shareholder he/she is to present a document, proving his/her right to vote at the General Meeting.
Following the Law on Companies of the Republic of Lithuania an Annual General Meeting must be held every calendar year at least within four months from the end of the financial year.
General meeting records
The Annual General Meeting of Telia Lietuva, AB (hereinafter ‘the Company’ or ‘Telia Lietuva’) shareholders was held on 24 April 2026.
The total number of the Company’s ordinary registered shares and votes is 582,613,138.
There are 514,628,091 share votes (9 shareholders) who voted in advance. In total, 16 shareholders (including those who voted in advance) participate in the Meeting and they have 514,708,968 votes, which amounts to 88.34 % of the total number of the Company’s vote-carrying shares.
The quorum existed and the Meeting was entitled to adopt decisions.
Agenda of the Meeting:
1. Information of the Company’s auditor.
Taken for the information.
Decision:
1) To approve the audited annual financial statements of the Company for the year 2025.
2) The annual report of the Company for the year 2025, prepared by the Company, assessed by the auditors and approved by the Board, was presented.
Results of voting:
For – 514,708,968 share votes (including 514,628,091 share votes of shareholder who voted in advance);
Against – 0 share votes;
Did not vote – 0 share votes.
3. Allocation of the Company’s profit for the year 2025.
Decision:
To allocate the Company’s profit for the year 2025 in line with the proposal for profit allocation as presented to the Annual General Meeting of Shareholders.
From the Company’s distributable profit of EUR 216,430 thousand to allocate EUR 81,566 thousand for the payment of dividends for the year 2025, i.e. EUR 0.14 dividend per share, and carry forward to the next financial year an amount of EUR 134,864 thousand as retained earnings (undistributed profit).
To allocate EUR 39.6 thousand for tantiemes for the year 2025 to two independent members of the Board – Leda Iržikevičienė and Mindaugas Glodas – EUR 19.8 thousand each.
Results of voting:
For – 514,708,968 share votes (including 514,628,091 share votes of shareholder who voted in advance);
Against – 0 share votes;
Did not vote – 0 share votes.
4. Approval of the Company’s Remuneration Report for the year 2025.
Decision:
To approve the Company’s Remuneration Report for the year 2025.
Results of voting:
For – 514,664,068 share votes (including 514,583,191 share votes of shareholder who voted in advance);
Against – 44,900 share votes (voted in advance);
Did not vote – 0 share votes.
5. Election of the Company’s auditor.
Decision:
1) To elect KPMG Baltics, UAB as the Company’s audit enterprise to audit the annual financial statements of the Company for the year 2026 and 2027, to assess the annual report of the Company for the year 2026 and 2027 and to provide limited assurance of the Company’s sustainability statement for the year 2026 and 2027.
2) To authorize the CEO of the Company to conclude the agreements for the audit of the Company’s annual financial statements, the assessment of the annual report and provision of the limited assurance of the sustainability statement, establishing the payment for the services as agreed between the parties but in any case, not more than 560,000 (five hundred sixty thousand) euro (VAT excluded) for two financial years.
Results of voting:
For – 514,708,968 share votes (including 514,628,091 share votes of shareholder who voted in advance);
Against – 0 share votes;
Did not vote – 0 share votes.
6. Election of the Company’s Board member.
Decision:
Taking into consideration that the Board member, Hannu-Matti Mäkinen, has resigned from the Board as of 23 April 2026, for a current term of the Board till 28 April 2027 to elect to the Board of the Company Jan Andreas Christian Ekström proposed by Telia Company AB.
Results of voting (number of electoral votes):
- Jan Andreas Christian Ekström – 514,708,968
Andreas Ekströmis Head of Telia Asset Management at Telia Company AB (Sweden). Graduated from Stockholm University (Sweden) as Master of Science in Finance, Truman State University, Missouri, U.S.A., and Växjö University (Sweden) as Bachelor of Science in Finance. He is Chairman of the Supervisory Council and Chairman of the Remuneration Committee at Latvijas Mobilais Telefons (LMT) SIA (Latvia) as well as Chairman of the Boards and Chairman of the Audit and Remuneration Committees at Telia Towers AB (Sweden), Telia Towers Sweden AB (Sweden), Telia Towers Finland Oy (Finland) and Telia Towers Norway AS (Norway). He has no direct interest in the share capital of Telia Lietuva, AB.
The elected member of the Board is regarded as non-executive member of the Board.
7. Regarding the implementation of decisions.
Draft decision:
To authorise the CEO of the Company to implement all decisions (2-6), 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.
Results of voting:
For – 514,708,968 share votes (including 514,628,091 share votes of shareholder who voted in advance);
Against – 0 share votes;
Did not vote – 0 share votes.
The Annual General Meeting of Telia Lietuva, AB (hereinafter ‘the Company’ or ‘Telia Lietuva’) shareholders was held on 28 April 2025.
The total number of the Company’s ordinary registered shares and votes is 582,613,138.
There are 515,847,049 share votes (18 shareholders) who voted in advance. In total, 25 shareholders (including those who voted in advance) participate in the Meeting and they have 515,881,277 votes, which amounts to 88.55 % of the total number of the Company’s vote-carrying shares.
The quorum existed and the Meeting was entitled to adopt decisions.
Agenda of the Meeting:
1. Information of the Company’s auditor.
Taken for the information.
2. Approval of the annual financial statements of the Company for the year 2024 and presentation of the annual report of the Company for the year 2024.
Decision:
1) To approve the audited annual financial statements of the Company for the year 2024.
2) The annual report of the Company for the year 2024, prepared by the Company, assessed by the auditors and approved by the Board, was presented.
Results of voting:
For – 515,881,277 share votes (including 515,847,049 share votes of shareholder who voted in advance);
Against – 0 share votes;
Did not vote – 0 share votes.
3. Allocation of the Company’s profit for the year 2024.
Decision:
To allocate the Company’s profit for the year 2024 in line with the proposal for profit allocation as presented to the Annual General Meeting of Shareholders.
From the Company’s distributable profit of EUR 190,157 thousand to allocate EUR 64,087 thousand for the payment of dividends for the year 2024, i.e. EUR 0.11 dividend per share, and carry forward to the next financial year an amount of EUR 126,070 thousand as retained earnings (undistributed profit).
To allocate EUR 38 thousand for tantiemes for the year 2024 to two independent members of the Board – Leda Iržikevičienė and Mindaugas Glodas – EUR 19 thousand each.
Results of voting:
For – 515,881,277 share votes (including 515,847,049 share votes of shareholder who voted in advance);
Against – 0 share votes;
Did not vote – 0 share votes.
4. Approval of the Company’s Remuneration Report for the year 2024.
Decision:
To approve the Company’s Remuneration Report for the year 2024.
Results of voting:
For – 515,836,227 share votes (including 515,801,999 share votes of shareholder who voted in advance);
Against – 45,050 share votes (voted in advance);
Did not vote – 0 share votes.
5. Approval of amendment of the Company’s CEO and Board members remuneration policy.
Decision:
1) To amend articles 3.7 and 3.8 of the Remuneration Policy for the CEO and Board members of the Company in the following manner:
3.7. Variable Pay. After closing of the financial year, depending on the Company results, based on decision of the Board, annual variable pay (“the variable pay”) can be paid to the CEO, to encourage the CEO to achieve the Company’s goals and individual goals, encourage behaviour thus creating short- and long-term value. If the CEO is part of Telia Company’s Group Executive Management team, no variable pay is offered.
3.8. Considering payment of variable pay to the CEO who is not part of Telia Company’s Group Executive Management team, the Board should decide on:
3.8.1. whether variable pay will be made; and
3.8.2. the amount of such variable pay;
3.8.3. performance targets to be used;
3.8.4. whether the awards are merited, particularly given the context of ongoing business performance, that they are not disproportionate and potentially rewarding failure.
2) To approve new wording of the Remuneration Policy for the CEO and Board members of the Company.
Results of voting:
For – 515,836,227 share votes (including 515,801,999 share votes of shareholder who voted in advance);
Against – 45,050 share votes (voted in advance);
Did not vote – 0 share votes.
6. Regarding remuneration for audit services.
Decision:
Taking into consideration that on 26 April 2024 the General Meeting of the Company’s shareholders elected KPMG Baltics, UAB as the Company’s audit enterprise for the year 2024 and 2025, and set not more than 420,000 (four hundred twenty thousand) euro (VAT excluded) remuneration for the audit of annual financial statements and the assessment of the annual report for two financial years, but did not estimated provision of limited assurance of the Company’s sustainability statement for the year 2024 and 2025, to authorize the CEO of the Company to conclude the agreements for the audit and assurance services, establishing the payment for audit of the Company’s annual financial statements, assessment of the annual report and sustainability statement as agreed between the parties but in any case, not more than 500,000 (five hundred thousand) euro (VAT excluded) for two financial years.
Results of voting:
For – 515,881,127 share votes (including 515,846,899 share votes of shareholder who voted in advance);
Against – 150 share votes (voted in advance);
Did not vote – 0 share votes.
7. Election of the Company’s Board members.
Decision:
Taking into consideration that on 27 April 2025 expired two-year term of the Company’s Board for a new two-year term till 28 April 2027 to elect to the Board of the Company:
1) Mr. Per Stefan Backman (proposed by Telia Company AB)
2) Mr. Claes Johan Ingemar Nycander (proposed by Telia Company AB)
3) Mr. Hannu-Matti Mäkinen (proposed by Telia Company AB)
4) Ms. Annelie Christina Lakner (proposed by Telia Company AB)
5) Ms. Leda Iržikevičienė (as an independent member of the Board proposed by Telia Company AB)
6) Mr. Mindaugas Glodas (as an independent member of the Board proposed by Telia Company AB)
Stefan Backman – Chair of the Board, member of the Board of Telia Lietuva from 26 April 2024 (nominated by Telia Company AB). Employment – Telia Company AB (Sweden), Executive Vice President, Group General Counsel and Head of Corporate Affairs. Education – University of Uppsala (Sweden), Master of Laws. Is involved in activities of number of the Boards and the Supervisory Councils of companies belonging to Telia Company AB Group. Has no direct interest in the share capital of Telia Lietuva.
Claes Nycander – member of the Board of Telia Lietuva since 29 April 2014 (nominated by Telia Company AB), Chair of the Remuneration Committee. Employment: Telia Company AB (Sweden), Vice President, Head of Chief Technology and IT Officer Office & part of management support for Latvia, Lithuania and Estonia. 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. Is involved in activities of number of the Boards and the Supervisory Councils of companies belonging to Telia Company AB Group. Has no direct interest in the share capital of Telia Lietuva.
Hannu-Matti Mäkinen – member of the Board of Telia Lietuva since 25 April 2018 (nominated by Telia Company AB), Chair of the Audit Committee and member of the Remuneration Committee. Employment – Telia Company AB (Sweden), Chief Legal Counsel, Telia Asset Management. Education: University of Arizona (U.S.A), College of Law, LL.M (Masters of Laws) in International Trade Law, and University of Lapland (Finland), School of Law, LL.B (Bachelor of Laws) and LL.M (Masters of Laws) in Finnish and EU-Law. Is involved in activities of number of the Boards and the Supervisory Councils of companies belonging to Telia Company AB Group. Has no direct interest in the share capital of Telia Lietuva.
Annelie Lakner – Head of Group Treasury at Telia Company AB (Sweden). Education: University of Linköping (Sweden), Bachelor of Political Science with a major in Economics; Uppsala University (Sweden) Macroeconomics and Financial Economics. Current Board assignments: Telia Försäkring AB (Sweden) and Swedish Pension Fund of Telia (Sweden). Has no direct interest in the share capital of Telia Lietuva.
Leda Iržikevičienė – an independent member of the Board of Telia Lietuva since 16 March 2023 (as independent member of the Board nominated by Telia Company AB), member of the Audit Committee. Employment – Head of OP Corporate Bank (Finland) branch in Lithuania. Education: Baltic Management Institute (Lithuania), Executive Master of Business Administration (EMBA), and Vilnius University (Lithuania), Bachelor’s degree in business administration and Master’s degree in business administration. Involvement in activities of other entities – Association “Lyderė“ (Lithuania), member of the Board. Has no direct interest in the share capital of Telia Lietuva.
Mindaugas Glodas – an independent member of the Board of Telia Lietuva since 25 April 2018 (as independent member of the Board nominated by Telia Company), member of the Audit and Remuneration Committees. Employment: NRD Companies AS (Norway), General Manager, Norway Registers Development AS (Norway), General Manager, and Norway Registers Development AS Lithuanian branch, General Manager. Education: University of Antwerp, Centre for Business Administration UFSIA (Belgium), Master of Business Administration (MBA), and Vilniaus University, Faculty of Economics (Lithuania), Bachelor of Business Administration (BBA). Involvement in activities of other entities: Association Žinių Ekonomikos Forumas (Lithuania), member of the Council, MB Vox Proxima (Lithuania), member of partnership (50 per cent) and UAB Privacy Partners Group, shareholder (39 per cent). Has no direct interest in the share capital of Telia Lietuva.
All elected member of the Board are regarded as non-executive members of the Board, and Leda Iržikevičienė and Mindaugas Glodas regarded as independent members of the Board.
Results of voting (number of electoral votes):
- Per Stefan Backman – 514,325,698
- Claes Johan Ingemar Nycander – 514,325,698
- Hannu-Matti Mäkinen – 514,325,713
- Annelie Christina Lakner – 514,325,698
- Leda Iržikevičienė - 514,400,698
- Mindaugas Glodas - 514,400,713
8. Regarding the implementation of decisions.
Decision:
To authorise the CEO of the Company to implement all decisions (2-7), 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.
Results of voting:
For – 515,881,277 share votes (including 515,847,049 share votes of shareholder who voted in advance);
Against – 0 share votes;
Did not vote – 0 share votes.
The Annual General Meeting of Telia Lietuva, AB (hereinafter ‘the Company’ or ‘Telia Lietuva’) shareholders was held on 26 April 2024.
The total number of the Company’s ordinary registered shares and votes is 582,613,138.
There are 515,695,215 share votes (9 shareholders) who voted in advance. In total, 16 shareholder (including those who voted in advance) participate in the Meeting and they have 515,738,042 votes, which amounts to 88.52% of the total number of the Company’s vote-carrying shares.
The quorum existed and the Meeting was entitled to adopt decisions.
Agenda of the Meeting:
1. Information of the Company’s auditor.
Taken for the information.
2. Approval of the annual financial statements of the Company for the year 2023 and presentation of the annual report of the Company for the year 2023.
Decision:
1) To approve the audited annual financial statements of the Company for the year 2023.
2) The annual report of the Company for the year 2023, prepared by the Company, assessed by the auditors and approved by the Board, was presented.
Results of voting:
For – 515,738,042 share votes (including 515,695,215 share votes of shareholder who voted in advance);
Against – 0 share votes;
Did not vote – 0 share votes.
3. Allocation of the Company’s profit for the year 2023.
Decision:
To allocate the Company’s profit for the year 2023 in line with the proposal for profit allocation as presented to the Annual General Meeting of Shareholders.
From the Company’s distributable profit of EUR 170,974 thousand to allocate EUR 52,435 thousand for the payment of dividends for the year 2023, i.e. EUR 0.09 dividend per share, and carry forward to the next financial year an amount of EUR 118,539 thousand as retained earnings (undistributed profit).
To allocate EUR 37 thousand for tantiemes for the year 2023 to two independent members of the Board – Leda Iržikevičienė and Mindaugas Glodas – EUR 18.5 thousand each.
Results of voting:
For – 515,738,042 share votes (including 515,695,215 share votes of shareholder who voted in advance);
Against – 0 share votes;
Did not vote – 0 share votes.
4. Approval of the Company’s Remuneration Report for the year 2023.
Decision:
To approve the Company’s Remuneration Report for the year 2023.
Results of voting:
For – 515,693,142 share votes (including 515,650,315 share votes of shareholder who voted in advance);
Against – 44,900 share votes (voted in advance);
Did not vote – 0 share votes.
5. Approval of new edition of the Company’s CEO and Board members remuneration policy.
Decision:
To approve new edition of the Company’s CEO and Board members remuneration policy.
Results of voting:
For – 515,693,142 share votes (including 515,650,315 share votes of shareholder who voted in advance);
Against – 44,900 share votes (voted in advance);
Did not vote – 0 share votes.
6. Regarding the Company’s auditor.
Decision:
Taking into consideration that UAB Deloitte Lietuva has audited Telia Lietuva, AB for 10 years and Telia Company, a parent company of Telia Lietuva, has chosen KPMG as the audit enterprise,
1) to recall UAB Deloitte Lietuva as the Company’s audit enterprise to perform the audit of the annual financial statements of the Company for the year 2024, and to assess the annual report of the Company for the year 2024,
2) to elect KPMG Baltics, UAB as the Company’s audit enterprise to perform the audit of the annual financial statements of the Company for the year 2024 and 2025, and to assess the annual report of the Company for the year 2024 and 2025,
3) to authorize the CEO of the Company to conclude the agreement for audit of the Company’s annual financial statements and the assessment of the annual report, establishing the payment for audit services as agreed between the parties but in any case, not more than 420,000 (four hundred twenty thousand) euro (VAT excluded) for two financial years.
Results of voting:
For – 515,738,042 share votes (including 515,695,215 share votes of shareholder who voted in advance);
Against – 0 share votes;
Did not vote – 0 share votes.
7. Election of the Company’s Board members.
Decision:
Taking into consideration that Dan Olov Strömberg, Chair of the Board, has resigned from the Board as of 25 April 2024, for the current term of the Company’s Board, i.e. till 27 April 2025, to elect to the Board of the Company Mr. Per Stefan Backman (proposed by Telia Company AB).
Stefan Backman is Executive Vice President, Group General Counsel and Head of Corporate Affairs at Telia Company AB. Education: Master of Laws from the University of Uppsala, Sweden. Stefan Backman is regarded as non-executive members of the Board of Telia Lietuva, AB. He has no direct interest in the share capital of Telia Lietuva.
Results of voting (number of electoral votes):
- Per Stefan Backman – 515,738,042
8. Regarding the implementation of decisions.
Decision:
To authorise the CEO of the Company to implement all decisions (2-7), 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.
Results of voting:
For – 515,738,042 share votes (including 515,695,215 share votes of shareholder who voted in advance);
Against – 0 share votes;
Did not vote – 0 share votes.
The Extraordinary General Meeting of Telia Lietuva, AB (hereinafter ‘the Company’ or ‘Telia Lietuva’) shareholders was held on 24 October 2023.
The total number of the Company’s ordinary registered shares and votes is 582,613,138.
There were 6 shareholder that took part in the Meeting and they had 513,692,464 votes, which amounted to 88.17% of the total number of the Company’s vote-carrying shares. 4 shareholders, holding 513,692,264 shares had voted in advance.
The quorum existed and the Meeting was entitled to adopt decisions.
Agenda of the Meeting:
1. Regarding renouncement and returning of electronic money institution licence for restricted activities issued by the Bank of Lithuania.
Decision:
To renounce and return the Company’s electronic money institution licence for restricted activity No. 6 issued by the Bank of Lithuania on 13 October 2016.
Results of voting:
For – 513,692,464 share votes (including 513 692 264 share votes of shareholder who voted in advance),
Against – 0 share votes,
Did not vote – 0 share votes.
2. Regarding the implementation of decision.
Decision:
To authorise the CEO of the Company to sign all the related documents and/or notices required for the implementation of this decision and submit them to the Bank of Lithuania as well as perform any other actions related therewith in order to implement this decision. The CEO of the Company shall be entitled to authorise any other person to perform the aforementioned actions and to sign the aforementioned documents.
Results of voting:
For – 513,692,464 share votes (including 513 692 264 share votes of shareholder who voted in advance),
Against – 0 share votes,
Did not vote – 0 share votes.
The Annual General Meeting of Telia Lietuva, AB (hereinafter ‘the Company’ or ‘Telia Lietuva’) shareholders was held on 27 April 2023.
The total number of the Company’s ordinary registered shares and votes is 582,613,138.
There are 518,111,409 share votes (25 shareholders) who voted in advance. In total, 31 shareholder (including those who voted in advance) participate in the Meeting and they have 518,151,720 votes, which amounts to 88.94% of the total number of the Company’s vote-carrying shares.
The quorum existed and the Meeting was entitled to adopt decisions.
Agenda of the Meeting:
1. Information of the Company’s auditor.
Taken for the information.
2. Approval of the annual financial statements of the Company for the year 2022 and presentation of the annual report of the Company for the year 2022.
Decision:
1) To approve the audited annual financial statements of the Company for the year 2022.
2) The annual report of the Company for the year 2022, prepared by the Company, assessed by the auditors and approved by the Board, was presented.
Results of voting:
For – 518,151,720 share votes (including 518,111,409 share votes of shareholder who voted in advance);
Against – 0 share votes;
Did not vote – 0 share votes.
3. Allocation of the Company’s profit for the year 2022.
Decision:
To allocate the Company’s profit for the year 2022 in line with the proposal for profit allocation as presented to the Annual General Meeting of Shareholders.
From the Company’s distributable profit of EUR 142,336 thousand to allocate EUR 34,957 thousand for the payment of dividends for the year 2022, i.e. EUR 0.06 dividend per share, and carry forward to the next financial year an amount of EUR 107,379 thousand as retained earnings (undistributed profit).
To allocate EUR 25,000 for tantiems for the year 2022 to two independent members of the Board: Dovilė Grigienė (resigned from the Board on 15 December 2022) – EUR 7,500 and Mindaugas Glodas – EUR 17,500.
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 Telia Lietuva, AB on 12 May 2023.
Following the Law on Companies 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 2022 on 25 May 2023.
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.
Results of voting:
For – 518,151,720 share votes (including 518,111,409 share votes of shareholder who voted in advance);
Against – 0 share votes;
Did not vote – 0 share votes.
4. Approval of the Company’s Remuneration Report for the year 2022.
Decision:
To approve the Company’s Remuneration Report for the year 2022.
Results of voting:
For – 518,151,570 share votes (including 518,111,259 share votes of shareholder who voted in advance);
Against – 150 share votes (voted in advance);
Did not vote – 0 share votes.
5. Election of the Company’s auditor
Decision:
1) To elect UAB Deloitte Lietuva as the Company’s audit enterprise to perform the audit of the annual financial statements of the Company for the year 2023 and 2024, and to assess the annual report of the Company for the year 2023 and 2024.
2) To authorize the CEO of the Company to conclude the agreement for audit of the Company’s annual financial statements and the assessment of the annual report, establishing the payment for audit services as agreed between the parties but in any case, not more than 420,000 (four hundred twenty thousand) euro (VAT excluded) for two financial years.
Results of voting:
For – 518,151,720 share votes (including 518,111,409 share votes of shareholder who voted in advance);
Against – 0 share votes;
Did not vote – 0 share votes.
6. Election of the Company’s Board members.
Decision:
Taking into consideration that the current term of the Company’s Board expires on 27 April 2023, to elect to the Board of the Company for the two-year term of the Board:
1) Ms. Agneta Magdalena Wallmark (proposed by Telia Company AB)
2) Mr. Dan Olov Strömberg (proposed by Telia Company AB)
3) Mr. Claes Johan Ingemar Nycander (proposed by Telia Company AB)
4) Mr. Hannu-Matti Mäkinen (proposed by Telia Company AB)
5) Ms. Leda Iržikevičienė (as an independent member of the Board proposed by Telia Company AB)
6) Mr. Mindaugas Glodas (as an independent member of the Board proposed by Telia Company AB)
Results of voting (number of electoral votes):
- Agneta Magdalena Wallmark - 518,124,965
- Dan Olov Strömberg - 518,120,062
- Claes Johan Ingemar Nycander - 518,120,062
- Hannu-Matti Mäkinen - 518,120,062
- Leda Iržikevičienė - 518,195,062
- Mindaugas Glodas - 518,195,062
All elected members of the Board are regarded as non-executive members of the Board, and Leda Iržikevičienė and Mindaugas Glodas are regarded as independent members of the Board.
7. Regarding the implementation of decisions.
Decision:
To authorise the CEO of the Company to implement all decisions (2-6), 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.
Results of voting:
For – 518,151,720 share votes (including 518,111,409 share votes of shareholder who voted in advance);
Against – 0 share votes;
Did not vote – 0 share votes.
The Extraordinary General Meeting of Telia Lietuva, AB (hereinafter ‘the Company’ or ‘Telia Lietuva’) shareholders was held on 16 March 2023.
The total number of the Company’s ordinary registered shares and votes is 582,613,138.
There was 21 shareholder that took part in the Meeting and they had 517,517,356 votes, which amounted to 88.83% of the total number of the Company’s vote-carrying shares, and all of them voted in advance.
The quorum existed and the Meeting was entitled to adopt decisions.
Agenda of the Meeting:
1. Election of the Company’s Board members.
Decision:
Taking into consideration that Douglas Gordon Lubbe, a member and the Chair of the Board, has resigned from the Board of the Company as of 14 October 2022, and Dovilė Grigienė, an independent member of the Board, has resigned from the Board on 15 December 2022, to elect to the Board of the Company for the current term of the Board:
- Dan Olov Strömberg (proposed by Telia Company AB, a shareholder holding 88.15 per cent of the Company’s shares and votes),
- Leda Iržikevičienė (as an independent member of the Board proposed by Telia Company AB, a shareholder holding 88.15 per cent of the Company’s shares and votes).
Results of voting (number of received electoral votes):
- Dan Olov Strömberg - 517,507,697
- Leda Iržikevičienė - 517,506,715
Both elected new members of the Board are regarded as non-executive members of the Board, and Leda Iržikevičienė is regarded as independent member of the Board.
2. Regarding payment for audit services for the year 2022.
Decision:
To authorize the CEO of the Company to conclude the agreement with UAB Deloitte Lietuva for audit services, establishing the payment for services as agreed between the parties but in any case, not more than 161,000 (one hundred sixty-one thousand) euro (VAT excluded) for the audit of the Company’s financial statements and the assessment of the annual report for the year 2022.
Results of voting:
For – 517,517,356 share votes (all voted in advance);
Against – 0 share votes;
Did not vote – 0 share votes.
3. Regarding the implementation of decisions.
Decision:
To authorise the CEO of the Company to implement all adopted decisions (1-2), 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.
Results of voting:
For – 517,517,356 share votes (all voted in advance);
Against – 0 share votes;
Did not vote – 0 share votes.
The Annual General Meeting of Telia Lietuva, AB (hereinafter ‘the Company’ or ‘Telia Lietuva’) shareholders was held on 28 April 2022.
The total number of the Company’s ordinary registered shares and votes is 582,613,138.
There were 26 shareholders that took part in the Meeting and they had 518,105,785 votes, which amounted to 88.93% of the total number of the Company’s vote-carrying shares. 25 shareholders, holding 518,102,785 shares had voted in advance.
The quorum existed and the Meeting was entitled to adopt decisions.
Agenda of the Meeting:
1. Information of the Company’s auditor.
Taken for the information.
2. Approval of the annual financial statements of the Company for the year 2021 and presentation of the annual report of the Company for the year 2021.
Decision:
1) To approve the audited annual financial statements of the Company for the year 2021.
2) The annual report of the Company for the year 2021, prepared by the Company, assessed by the auditors and approved by the Board, was presented.
Results of voting:
For – 518,105,138 share votes (518,102,138 whereof voted in advance);
Against – 0 share votes;
Did not vote – 0 share votes.
3. Allocation of the profit of the Company of 2021.
Decision:
To allocate the Company’s profit for the year 2021 in line with the proposal for profit allocation as presented to the Annual General Meeting of Shareholders.
Results of voting:
For – 518,105,138 share votes (518,102,138 whereof voted in advance);
Against – 0 share votes;
Did not vote – 0 share votes.
From the Company’s distributable profit of EUR 144,200 to allocate thousand EUR 58,261 thousand for the payment of dividends for the year 2021, i.e. EUR 0.10 dividend per share, and carry forward to the next financial year an amount of EUR 85,938 thousand as retained earnings (undistributed profit). For two independent members of the Board – Dovilė Grigienė and Mindaugas Glodas – as tantiems (annual payment) for the year 2021 to allocate in total an amount of EUR 33,000, or EUR 16,500 each.
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 Telia Lietuva, AB on 12 May 2022.
Following the Law on Companies 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 2021 on 26 May 2022.
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.
4. Approval of the Company’s Remuneration Report for the year 2021.
Decision:
To approve the Company’s Remuneration Report for the year 2021.
Results of voting:
For – 518,105,138 share votes (518,102,138 whereof voted in advance);
Against – 0 share votes;
Did not vote – 0 share votes.
5. Regarding the implementation of decisions.
Decision:
To authorise the CEO of the Company to implement all decisions (2-4), 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.
Results of voting:
For – 518,105,138 share votes (518,102,138 whereof voted in advance);
Against – 0 share votes;
Did not vote – 0 share votes.
The Annual General Meeting of Telia Lietuva, AB (hereinafter ‘the Company’ or ‘Telia Lietuva’) shareholders was held on 27 April 2021.
The total number of the Company’s ordinary registered shares and votes is 582,613,138.
There were 18 shareholders that took part in the Meeting and they had 518,413,997 votes, which amounted to 88.98% of the total number of the Company’s vote-carrying shares, and all of them voted in advance.
The quorum existed and the Meeting was entitled to adopt decisions.
Agenda of the Meeting:
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 2020 and presentation of the consolidated annual report of the Company for the year 2020.
Decision:
1) To approve the audited annual consolidated and separate financial statements of the Company for the year 2020.
2) The consolidated annual report of the Company for the year 2020, prepared by the Company, assessed by the auditors and approved by the Board, was presented.
Results of voting:
For – 518,413,997 share votes (all voted in advance);
Against – 0 share votes;
Did not vote – 0 share votes.
3. Allocation of the profit of the Company of 2020.
Decision:
To allocate the Company’s profit for the year 2020 in line with the proposal for profit allocation as presented to the Annual General Meeting of Shareholders.
Results of voting:
For – 518,413,997 share votes (all voted in advance);
Against – 0 share votes;
Did not vote – 0 share votes.
From the Company’s distributable profit of EUR 145,652 thousand to accolate EUR 58,261 thousand for the payment of dividends for the year 2020, i.e. EUR 0.10 dividend per share, and carry forward to the next financial year an amount of EUR 87,391 thousand as retained earnings (undistributed profit). For two independent members to the Board – Tomas Balžekas and Mindaugas Glodas – as tantiems (annual payment) for the year 2020 to allocate in total an amount of EUR 31,280, or EUR 15,640 each.
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 Telia Lietuva, AB on 11 May 2021.
Following the Law on Companies 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 2020 on 25 May 2021.
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.
4. Approval of the Company’s Remuneration Report.
Decision:
To approve the Company’s Remuneration Report for the year 2020.
Results of voting:
For – 518,413,997 share votes (all voted in advance);
Against – 0 share votes;
Did not vote – 0 share votes.
5. Election of the Company’s auditor.
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 2021 and 2022, and to assess the consolidated annual report of the Company for the year 2021 and 2022.
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 270,000 (two hundred seventy thousand) euro (VAT excluded) for the audit of the Company’s annual consolidated and separate financial statements and the assessment of the consolidated annual report (i.e. 135,000 (one hundred thirty five thousand) euro (VAT excluded) per each financial year).
Results of voting:
For – 518,413,997 share votes (all voted in advance);
Against – 0 share votes;
Did not vote – 0 share votes.
6. Election of the Company’s Board members.
Decision:
Taking into consideration that the current term of the Company’s Board expired on 26 April 2021, to elect to the Board of the Company for the two-year term of the Board:
Mr. Douglas Gordon Lubbe (proposed by Telia Company AB)
Ms. Agneta Magdalena Wallmark (proposed by Telia Company AB)
Mr. Claes Johan Ingemar Nycander (proposed by Telia Company AB)
Mr. Hannu-Matti Mäkinen (proposed by Telia Company AB)
Ms. Dovilė Grigienė (as independent member of the Board proposed by Telia Company AB)
Mr. Mindaugas Glodas (as independent member of the Board proposed by Telia Company AB)
Results of voting (number of received electoral votes):
- Douglas Gordon Lubbe - 516,927,422
- Agneta Magdalena Wallmark - 516,927,422
- Claes Johan Ingemar Nycander - 516,927,422
- Hannu-Matti Mäkinen - 516,927,422
- Dovilė Grigienė - 517,002,422
- Mindaugas Glodas - 517,002,422
All elected members of the Board are regarded as non-executive member of the Board, while Dovilė Grigienė and Mindaugas Glodas besides are regarded as independent members of the Board.
7. Regarding the implementation of decisions.
Decision:
To authorise the CEO of the Company to implement all decisions (2-6), 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.
Results of voting:
For – 518,413,997 share votes (all voted in advance);
Against – 0 share votes;
Did not vote – 0 share votes.
The Extraordinary General Meeting of Telia Lietuva, AB (hereinafter ‘the Company’ or ‘Telia Lietuva’) shareholders was held on 23 November 2020.
The total number of the Company's ordinary registered shares and votes is 582,613,138.
In total, 11 shareholder participated in the Meeting and they had 515,724,555 shares and votes, which amounted to 88.52% of the total number of the Company's vote-carrying shares.
The quorum existed and the Meeting was entitled to adopt decisions.
Decision of the Annual General Meeting of Shareholders:
Taking into consideration that Emil Per Nilsson, a member and the Chair of the Board, has resigned from the Board of the Company as of 21 October 2020, to elect to the Board of the Company for the current term of the Board Douglas Gordon Lubbe (proposed by Telia Company AB).
To authorise the CEO of the Company to implement this decision, sign all the related documents and/or notices required for the implementation of this decision. The CEO of the Company shall be entitled to authorise any other person to perform the aforementioned actions and to sign the aforementioned
Results of voting:
Douglas Gordon Lubbe - 515,724,555 electoral votes.
Adopted.
The Annual General Meeting of Telia Lietuva, AB (hereinafter ‘the Company’ or ‘Telia Lietuva’) shareholders was held on 28 April 2020.
The total number of the Company’s ordinary registered shares and votes is 582,613,138.
There were 20 shareholders that took part in the Meeting and they had 518,659,453 votes, which amounted to 89.02% of the total number of the Company’s vote-carrying shares, and all of them voted in advance.
The quorum existed and the Meeting was entitled to adopt decisions.
Agenda of the Meeting
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 2019 and presentation of the consolidated annual report of the Company for the year 2019.
Decision:
1) To approve the audited annual consolidated and separate financial statements of the Company for the year 2019.
2) The consolidated annual report of the Company for the year 2019, prepared by the Company, assessed by the auditors and approved by the Board, was presented.
Results of voting:
For – 518,659,453 share votes (all voted in advance);
Against – 0 share votes;
Did not vote – 0 share votes.
Adopted
3. Allocation of the profit of the Company of 2019.
Decision:
To allocate the Company’s profit for the year 2019 in line with the proposal for profit allocation as presented to the Annual General Meeting of Shareholders.
Results of voting:
For – 518,659,453 share votes (all voted in advance);
Against – 0 share votes;
Did not vote – 0 share votes.
Adopted
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 Telia Lietuva, AB on 13 May 2020.
Following the Law on Companies 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 2019 on 26 May 2020.
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.
4. Election of the Company’s auditor.
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 2020, and to assess the consolidated annual report of the Company for the year 2020.
2) To authorize the CEO of the Company to prolong existing or conclude new agreement for audit services, establishing the payment for services as agreed between the parties but in any case not more than EUR 124,000 (VAT excluded) (one hundred twenty four thousand euro) for the audit of the Company’s one financial year annual consolidated and separate financial statements and the assessment of the consolidated annual report.
Results of voting:
For – 518,659,453 share votes (all voted in advance);
Against – 0 share votes;
Did not vote – 0 share votes.
Adopted
5. Regarding the approval of the reorganisation by way of merging Telia Customer Service LT, AB into Telia Lietuva, AB.
Decision:
1) To reorganize Telia Lietuva, AB and Telia Customer Service LT, AB pursuant to Part 3 of Article 2.97 of the Civil Code of the Republic of Lithuania by way of merging Telia Customer Services LT, AB (registration number 110401957, office Vytenio str. 18, Vilnius, Lithuania; reorganised company), which, after the reorganization, will cease its activities as a legal entity, into Telia Lietuva, AB (registration number 121215434, office at Saltoniškių str. 7A, Vilnius, Lithuania; a company participating in the reorganisation), which, after the reorganization, will continue its activities and activities of Telia Customer Service LT, AB and which will take over all the assets, rights and obligations of Telia Customer Service LT, AB after the reorganization, according to the Terms of Merger attached hereto.
2) To approve the Terms of Merger attached hereto.
Results of voting:
For – 518,659,453 share votes (all voted in advance);
Against – 0 share votes;
Did not vote – 0 share votes.
Adopted
6. Regarding the approval of a new edition of the By-laws of the Company.
Decision:
To approve the new edition of the By-laws of Telia Lietuva, AB as those of the enterprise that continues its business activities after the reorganization of Telia Lietuva, AB and Telia Customer Service LT, AB. To authorize the CEO of the Company (with a right to re-authorize) to sign new edition of the By-laws of the Company.
Results of voting:
For – 518,659,453 share votes (all voted in advance);
Against – 0 share votes;
Did not vote – 0 share votes.
Adopted
7. Regarding approval Remuneration Policy of the Company.
Decision:
To approve Remuneration Policy for CEO and members of the Board of Telia Lietuva, AB.
Results of voting:
For – 518,659,452 share votes (all voted in advance);
Against – 1 share vote (voted in advance);
Did not vote – 0 share votes.
Adopted
8. Regarding the implementation of decisions.
Decision:
To authorise the CEO of the Company to implement all decisions (2-7), 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.
Results of voting:
For – 518,659,453 share votes (all voted in advance);
Against – 0 share votes;
Did not vote – 0 share votes.
Adopted
The Annual General Meeting of Telia Lietuva, AB (hereinafter ‘the Company’ or ‘Telia Lietuva’) shareholders was held on 26 April 2019.
The total number of the Company’s ordinary registered shares and votes is 582,613,138.
There are 513,594,775 share votes of shareholders (2 shareholders) who voted in advance. In total, 11 shareholders (including those who voted in advance) participate in the Meeting and they have 513,664,235 votes, which amounts to 88.17% of the total number of the Company’s vote-carrying shares.
The quorum existed and the Meeting was entitled to adopt decisions.
Agenda of the Meeting
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 2018 and presentation of the consolidated annual report of the Company for the year 2018.
1) To approve the audited annual consolidated and separate financial statements of the Company for the year 2018.
2) The consolidated annual report of the Company for the year 2018, prepared by the Company, assessed by the auditors and approved by the Board, was presented.
Results of voting:
For – 513,664,235 share votes (including 513,594,775 share votes of shareholder who voted in advance);
Against – 0 share votes;
Did not vote – 0 share votes.
Adopted
3. Allocation of the profit of the Company of 2018.
To allocate the Company’s profit for the year 2018 in line with the proposal for profit allocation as presented to the Annual General Meeting of Shareholders.
Results of voting:
For – 513,660,560 share votes (including 513,594,774 share votes of shareholder who voted in advance);
Against – 1 share vote (voted in advance);
Did not vote – 3,674 share votes.
Adopted
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 Telia Lietuva, AB on 13 May 2019.
Following the Law on Companies 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 2018 on 23 May 2019.
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.
4. Regarding the Company’s registered office address.
The registered office of the Company shall be Saltoniškių str. 7A, LT- 03501 Vilnius, Lithuania.
Results of voting:
For – 513,664,235 share votes (including 513,594,775 share votes of shareholder who voted in advance);
Against – 0 share votes;
Did not vote – 0 share votes.
Adopted
5. Regarding the approval of preparation of reorganisation terms.
1) To approve the preparation of reorganisation terms, under which Telia Customer Service LT, AB (registration number 110401957, office Vytenio str. 18, Vilnius, Lithuania; reorganised company) would be merged into Telia Lietuva, AB (registration number 121215434, office at Saltoniškių str. 7A, Vilnius, Lithuania; a company participating in the reorganisation).
2) To authorise the Board and the CEO of the Company to perform all actions and adopt all decisions necessary for the aforementioned reorganisation.
Results of voting:
For – 513,653,754 share votes (including 513,594,775 share votes of shareholder who voted in advance);
Against – 0 share votes;
Did not vote – 10,481 share votes.
Adopted
6. Election of the Company’s Board members.
Taking into consideration that the current term of the Company’s Board expired on 27 April 2019, to elect to the Board of the Company for the two-year term of the Board:
- Mr. (Per) Emil Nilsson (proposed by Telia Company AB)
- Ms Agneta (Magdalena) Wallmark (proposed by Telia Company AB)
- Mr. Claes (Johan Ingemar) Nycander (proposed by Telia Company AB)
- Mr Hannu-Matti Mäkinen (proposed by Telia Company AB) - Mr Tomas Balžekas (as independent member of the Board proposed by Telia Company AB)
- Mr Mindaugas Glodas (as independent member of the Board proposed by Telia Company AB)
Results of voting (number of electoral votes):
- (Per) Emil Nilsson - 513,622,582
- Agneta (Magdalena) Wallmark - 513,622,582
- Claes (Johan Ingemar) Nycander - 513,622,582
- Hannu-Matti Mäkinen - 513,619,894
- Tomas Balžekas - 513,748,882
- Mindaugas Glodas - 513,748,882
Emil Nilsson – Chairman of the Board, member of the Board of Telia Lietuva since 9 November 2018 (nominated by Telia Company AB), Chairman of the Remuneration Committee. Education – University of Stockholm (Sweden), Bachelor of Science in Finance. Employment – Telia Company AB (Sweden), Senior Vice President & Head of cluster Lithuania, Estonia and Denmark (LED) and Region Eurasia. Current Board Assignments: Moldcell S.A. (Moldova), Chairman of the Board; Fintur Holdings B.V. (The Netherlands), member of the Board and Svenska Handbollslandslaget AB (Sweden), member of the Board. Emil Nilsson has no direct interest in the share capital of Telia Lietuva.
Agneta Wallmark – member of the Board of Telia Lietuva since 25 April 2018 (nominated by Telia Company AB), Chairwoman of the Audit Committee. Education: Stockholm School of Economics (Sweden), B. Sc. Econ with special focus on Accounting and Finance; Stockholm University (Sweden), LL M with special focus on Tax and Economics. Employment: Telia Company AB (Sweden), Vice President, Head of Treasury. Current Board assignments: Telia Insurance AB (Sweden), Chairwoman of the Board; Swedish Pension Fund of Telia (Sweden), Member of the Board and Telia Towers AB (Sweden), Member of the Board. Agneta Wallmark has no direct interest in the share capital of Telia Lietuva.
Claes Nycander – member of the Board of Telia Lietuva since 29 April 2014, re-elected for the two-year term on 29 April 2015 and 27 April 2017 (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 Chief Operating Officer Office & LED (Lithuania, Estonia, Denmark) Management at Group Service Operations. Current Board Assignments: TT Nätverket A/S (Denmark), Chairman of the Board; Telia Towers AB (Sweden), Chairman of the Board; Telia Towers Sweden AB (Sweden), Chairman of the Board; Telia Company Danmark A/S (Denmark), Chairman of the Board; Telia Mobile Holding AB (Sweden), Chairman of the Board; Telia Nättjänster Norden AB (Sweden), Chairman of the Board; Systecon AB (Sweden), member of the Board; Svenska UMTS-Nät AB (Sweden), member of the Board; LMT SIA (Latvia), member of the Supervisory Council andTelia Eesti AS (Estonia), member of the Supervisory Council. Claes Nycander has no direct interest in the share capital of Telia Lietuva.
Hannu-Matti Mäkinen – Member of the Board of Telia Lietuva since 25 April 2018 (nominated by Telia Company AB). Education: University of Arizona (U.S.A), College of Law, LL.M (Masters of Laws) in International Trade Law, and University of Lapland (Finland), School of Law, LL.B (Bachelor of Laws) and LL.M (Masters of Laws) in Finnish and EU-Law. Employment: Telia Company AB (Sweden), Vice President and Head of Legal Practice Group B2B & Carrier. Current Board Assignments: Telia Finland Oyj (Finland), member of the Board; Tilts Communications A/S (Denmark), member of the Board; Turkcell Holding A.S. (Turkey), member of the Board and Lattelecom SIA (Latvia), member of the Supervisory Council. Hannu-Matti Mäkinen has no direct interest in the share capital of Telia Lietuva.
Tomas Balžekas – independent member of the Board of Telia Lietuva since 25 April 2018 (as independent member of the Board nominated by Telia Company AB), member of the Audit Committee. Education: Concordia University Wisconsin (U.S.A.), Master of Business Administration (MBA), Finance, and Bachelor of International Business; Concordia International University Estonia, Bachelor of International Business. Employment: UAB Media Bitės (Lithuania), General Manager (CEO). Involvement in activities of other entities: UAB Media Bitės (Lithuania), shareholder (51 per cent); UAB Mano Daktaras (Lithuania), a subsidiary of UAB Media Bitės, General Manager (CEO); UAB Balžeko Bitės (Lithuania), shareholder (100 per cent); UAB InsurTech Solutions (Lithuania), shareholder (18 per cent); VšĮ Kino Pasaka (Lithuania), founder and owner (50 per cent); VšĮ Tiriamosios Žurnalistikos Centras (Lithuania), owner (100 per cent) and VšĮ Lietuvos Nacionalinis Radijas ir Televizija (Lithuanian National Radio and Television), member of the Council. Tomas Balžekas has no direct interest in the share capital of Telia Lietuva.
Mindaugas Glodas – independent member of the Board of Telia Lietuva since 25 April 2018 (as independent member of the Board nominated by Telia Company AB), member of the Audit and Remuneration Committees. Education: University of Antwerp, Centre for Business Administration UFSIA (Belgium), Master in Business Administration (MBA), Vilniaus University, Faculty of Economics (Lithuania), Bachelor in Business Administration (BBA). Employment: NRD Companies AS (Norway) and Norway Registers Development AS (Norway) General Manager, and Norway Registers Development AS Lithuanian branch, General Manager. Involvement in activities of other entities: UAB Nextury Ventures (Lithuania), Partner; Council for Research, Development and Innovations at the Government of Lithuania, Member of the Council; Agency for Science, Innovations and Technologies (Lithuania), Member of Coordinating Council; Association Žinių Ekonomikos Forumas (Lithuania), Chairman of the Council; MB Vox Proxima (Lithuania), Member of partnership (50 per cent) and General Manager of the following Lithuanian start-ups: UAB Airthemes (under liquidation) and Zedge Lithuania, UAB. Mindaugas Glodas has no direct interest in the share capital of Telia Lietuva.
7. Regarding the implementation of decisions.
To authorise the CEO of the Company to implement all decisions (2-6), 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.
Results of voting:
For – 513,664,235 share votes (including 513,594,775 share votes of shareholder who voted in advance);
Against – 0 share votes;
Did not vote – 0 share votes.
Adopted
The Extraordinary General Meeting of Telia Lietuva, AB (hereinafter ‘the Company’ or ‘Telia Lietuva’) shareholders was held on 9 November 2018.
The total number of the Company's ordinary registered shares and votes is 582,613,138.
In total, 6 shareholder participated in the Meeting and they had 513,856,500 shares and votes, which amounted to 88.20% of the total number of the Company's vote-carrying shares.
The quorum existed and the Meeting was entitled to adopt decisions.
Decisions of the Annual General Meeting of Shareholders:
Taking into consideration that Henriette Wendt, a member and the Chairwoman of the Board, has resigned from the Board of the Company as of 8 November 2018, to elect to the Board of the Company for the current term of the Board Per Emil Nilsson, proposed by Telia Company AB (Sweden), a shareholder of Telia Lietuva holding 88.15 per cent of the Company’s shares and votes, and to authorise the CEO of the Company to implement this decision, sign all related documents and/or notices required for the implementation of this decision. The CEO of the Company shall be entitled to authorise any other person to perform the aforementioned actions and to sign the aforementioned documents.
Emil Nilsson is Senior Vice President & Head of cluster Lithuania, Estonia and Denmark (LED) and Region Eurasia at Telia Company AB (Sweden). Mr. Nilsson joined Telia Company in the beginning of 2015 and in October of 2015 was appointed as Head of Region Eurasia. From 1 June 2018, he took the responsibility for Telia markets in Lithuania, Estonia and Denmark. Before joining Telia Company Mr. Nilsson had been Executive Vice President and Group CFO of Sandvik AB in Sweden. Earlier he held various senior management roles at Ericsson in Sweden, Brazil, U.S.A. and Austria. Mr. Nilsson is Chairman of the Board of Moldcell S.A. (Moldova), member of the boards of Kcell JSC (Kazakhstan), Fintur Holdings B.V. (The Netherlands) and Svenska Handbollslandslaget AB (Sweden). Emil Nilsson holds a Bachelor of Science degree in Finance from University of Stockholm (Sweden). He has no direct interest in the share capital of Telia Lietuva. Mr Nilsson has 27,003 shares of Telia Company AB (Sweden).
Following provisions of The Governance Code for the Companies Listed on the Nasdaq Vilnius stock exchange Emil Nilsson is regarded as non-executive member of the Board.
Results of voting: Per Emil Nilsson - 513,623,846 electoral votes.
Adopted.
The Annual General Meeting of Telia Lietuva, AB (hereinafter ‘the Company’ or ‘Telia Lietuva’) shareholders was held on 25 April 2018.
The total number of the Company's ordinary registered shares and votes is 582,613,138.
In total, 18 shareholder participated in the Meeting and they had 514,811,577 shares and votes, which amounted to 88.36% of the total number of the Company's vote-carrying shares.
The quorum existed and the Meeting was entitled to adopt decisions.
Decisions of the Annual General Meeting of Shareholders:
To approve the audited annual consolidated and separate financial statements of the Company for the year 2017. The consolidated annual report of the Company for the year 2017, prepared by the Company, assessed by the auditors and approved by the Board, was presented to the shareholders.
Results of voting:
For – 514,801,577 share votes (including 276,956 share votes of shareholders who voted in advance);
Against – 10,000 share votes;
Did not vote – 0 share votes.
Adopted.
To allocate the Company’s profit as follows: from the Company’s distributable profit of EUR 116,746 thousand to allocate an amount of EUR 40,783 thousand for the payment of dividends for the year 2017, i.e. EUR 0.07 dividend per share, and carry forward to the next financial year an amount of EUR 75,962 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 2017 to allocate in total an amount of EUR 31,280, or EUR 15,640 each. 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 Telia Lietuva, AB on 10 May 2018.
Following the Law on Companies 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 2017 on 24 May 2018.
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.
Results of voting:
For – 514,801,577 share votes (including 276,956 share votes of shareholders who voted in advance);
Against – 10,000 share votes;
Did not vote – 0 share votes.
Adopted.
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 2018 and 2019, and to assess the consolidated annual report of the Company for the year 2018 and 2019. 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 240,000 (two hundred forty thousand) euro (VAT excluded) for the audit of the Company’s annual consolidated and separate financial statements and the assessment of the consolidated annual report (i.e. 120,000 (one hundred twenty thousand) euro (VAT excluded) per each financial year).
Results of voting:
For – 514,801,577 share votes (including 276,956 share votes of shareholders who voted in advance);
Against – 10,000 share votes;
Did not vote – 0 share votes.
Adopted.
Taking into consideration the 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, to approve the new wording of the Company’s By-Laws. To authorize CEO of the Company (with the right to reauthorize) to sign the new wording of the By-Laws of the Company.
Results of voting:
For – 514,801,577 share votes (including 276,956 share votes of shareholders who voted in advance);
Against – 10,000 share votes;
Did not vote – 0 share votes.
Adopted.
Taking into consideration that members of the Board Stefan Block, Ole Stenkil, Inga Skisaker and Rolandas Viršilas have resigned from the Board of the Company as of 24 April 2018, to elect to the Board of the Company for the current term of the Board:
– Ms Agneta (Magdalena) Wallmark (proposed by Telia Company AB)
– Mr Hannu-Matti Mäkinen (proposed by Telia Company AB)
– Mr Tomas Balžekas (as independent member of the Board proposed by Telia Company AB)
– Mr Mindaugas Glodas (as independent member of the Board proposed by Telia Company AB)
Agneta Wallmark is Vice President and Head of Group Treasury at Telia Company AB (Sweden). She is also a member of the Board of Telia Insurance AB and Swedish Pension Fund of Telia. Agneta Wallmark has a Bachelor of Science in Economics degree from Stockholm School of Economics and Masters of Laws degree from Stockholm University. She has no direct interest in the share capital of Telia Lietuva.
Hannu-Matti Mäkinen is Vice President and Head of Legal, Corporate Holdings, at Telia Company AB (Sweden). He is also a member of the Board of Telia Finland Oyj (Finland), Tilts Communications A/S (Denmark) and Turkcell Holding A.S. (Turkey) as well as a member of the Supervisory Council of Lattelecom SIA (Latvia). Hannu-Matti Mäkinen was a member of the Board and member of the Audit Committee of Telia Lietuva from April 2016 till April 2017. He has a Masters of Laws in International Trade Law degree from College of Law, University of Arizona (U.S.A.), Masters of Laws in Finnish and EU-Law and Bachelor of Laws from University of Lapland (Finland). He has no direct interest in the share capital of Telia Lietuva.
Tomas Balžekas is a shareholder (51 per cent) and General Manager (CEO) of the magazines’ publisher, UAB Media Bitės (Lithuania), as well as CEO of an Internet health portal, UAB Mano Daktaras (Lithuania), a subsidiary of UAB Media Bitės, and a shareholder (24 per cent) and CEO of UAB Lions Share (Lithuania), an event organiser. Tomas Balžekas has a Bachelor of International Business degree from Concordia International University (Estonia), BA degree in International Business and MBA degree in Finance from Concordia University (U.S.A.). Besides, he is founder and owner of some other entities in Lithuania. He has no direct interest in the share capital of Telia Lietuva.
Mindaugas Glodas – Partner and General Manager (CEO) of venture capital fund, UAB Nextury Ventures (Lithuania), member of the Board of UAB Energijos Sprendimų Centras (Lithuania), member of the Council for Research, Development and Innovations at the Government of Lithuania, member of Coordinating Council of Agency for Science, Innovations and Technologies (Lithuania), Chairman of the Council of Association Žinių Ekonomikos Forumas (Lithuania) and General Manager (CEO) of a few Lithuanian start-ups. Mindaugas Glodas has a Bachelor in Business Administration (BBA) degree from Vilnius University (Lithuania) and MBA degree from Centre for Business Administration UFSIA at University of Antwerp (Belgium). He is member (50 per cent) of a small partnership MB Vox Proxima (Lithuania). He has no direct interest in the share capital of Telia Lietuva.
Following provisions of The Governance Code for the Companies Listed on the Nasdaq Vilnius stock exchange all elected members of the Board are regarded as non-executive member of the Board, while Tomas Balžekas and Mindaugas Glodas besides are regarded as independent members of the Board.
Results of voting:
Agneta (Magdalena) Wallmark - 514,474,430 electoral votes,
Hannu-Matti Mäkinen - 514,483,194 electoral votes,
Tomas Balžekas - 514,566,430 electoral votes,
Mindaugas Glodas - 514,596,430 electoral votes.
Adopted.
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.
Results of voting:
For – 514,800,577 share votes (including 276,956 share votes of shareholders who voted in advance);
Against – 0 share votes;
Did not vote – 11,000 share votes.
Adopted.
The Annual General Meeting of Telia Lietuva, AB (hereinafter ‘the Company’ or ‘Telia Lietuva’) shareholders was held on 27 April 2017.
The total number of the Company's ordinary registered shares and votes is 582,613,138.
In total, 18 shareholder participated in the Meeting and they had 514,008,371 shares and votes, which amounted to 88.22% of the total number of the Company's vote-carrying shares.
The quorum existed and the Meeting was entitled to adopt decisions.
Decisions of the Annual General Meeting of Shareholders:
To approve the audited annual consolidated and separate financial statements of the Company for the year 2016. 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 to the shareholders.
Results of voting:
For – 514,007,860 share votes (including 292,662 share votes of shareholders who voted in advance);
Against – 0 share votes;
Did not vote – 457 share votes.
Adopted.
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: 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.
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 Telia Lietuva, AB on 12 May 2017.
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 2016 on 27 May 2017.
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.
Results of voting:
For – 514,002,607 share votes (including 292,662 share votes of shareholders who voted in advance);
Against – 5,253 share votes;
Did not vote – 457 share votes.
Adopted.
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. 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.
Results of voting:
For – 514,007,860 share votes (including 292,662 share votes of shareholders who voted in advance);
Against – 0 share votes;
Did not vote – 457 share votes.
Adopted.
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:
Ms. Henriette Wendt (proposed by Telia Company AB)
Mr. Stefan (Carl Demetrios) Block (proposed by Telia Company AB)
Mr. Claes (Johan Ingemar) Nycander (proposed by Telia Company AB)
Mr. Ole Stenkil (proposed by Telia Company AB)
Ms. Inga Skisaker (as independent member of the Board proposed by Telia Company AB)
Mr. Rolandas Viršilas (as independent member of the Board proposed by Telia Company AB)
Results of voting:
- Ms. Henriette Wendt – 513,751,597 votes
- Mr. Stefan (Carl Demetrios) Block – 513,631,097 votes
- Mr. Claes (Johan Ingemar) Nycander – 513,631,097 votes
- Mr. Ole Stenkil – 513,630,097 votes
- Ms. Inga Skisaker – 513,658,466 votes
- Mr. Rolandas Viršilas – 513,819,837votes
Henriette Wendt 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 – 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 – 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 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 – 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 – 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 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 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.
Results of voting:
For – 514,007,860 share votes (including 292,662 share votes of shareholders who voted in advance);
Against – 0 share votes;
Did not vote – 457 share votes.
Adopted.
The Extraordinary General Meeting of TEO LT, AB (hereinafter ‘the Company’ or ‘Teo’) shareholders was held on 15 December 2016.
The total number of the Company's ordinary registered shares and votes is 582,613,138.
In total, 6 shareholder participated in the Meeting and they had 513,926,539 shares and votes, which amounted to 88.21% of the total number of the Company's vote-carrying shares.
The quorum existed and the Meeting was entitled to adopt decisions.
Decisions of the Extraordinary General Meeting of Shareholders:
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 2016 and to assess the consolidated annual report of the Company for the year 2016. 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 2016 and the assessment of the consolidated annual report.
Results of voting:
For – 513,926,539 share votes (including 292,662 share votes of shareholders who voted in advance);
Against – 0 share votes;
Did not vote – 0 share votes.
Adopted
To reorganize TEO LT, AB, AB Omnitel and AB Baltic Data Center pursuant to Part 3 of Article 2.97 of the Civil Code of the Republic of Lithuania by way of merging AB Omnitel(registration number 110305282, office T. Ševčenkos str. 25, Vilnius, Lithuania; reorganised company), which, after the reorganization, will cease its activities as a legal entity, and AB Baltic Data Center (registration number 125830791; office Žirmūnų str. 141, Vilnius, Lithuania; reorganised company), which, after the reorganization, will cease its activities as a legal entity, into TEO LT, AB (registration number 121215434, office at Lvovo g. 25, Vilnius, Lithuania; a company participating in the reorganisation) according to the Terms of Merger attached hereto and to approve the Terms of Merger attached hereto as Annex 1.
Results of voting:
For – 513,926,539 share votes (including 292,662 share votes of shareholders who voted in advance);
Against – 0 share votes;
Did not vote – 0 share votes.
Adopted
To change the Company’s name from TEO LT, AB to Telia Lietuva, AB as of the date of registration of new By-laws of the Company within the Register of Legal Entities of the Republic of Lithuania.
Results of voting:
For – 513,926,539 share votes (including 292,662 share votes of shareholders who voted in advance);
Against – 0 share votes;
Did not vote – 0 share votes.
Adopted
Taking into consideration the adopted decisions to change the Company’s name from TEO LT, AB to Telia Lietuva, AB as of the date of registration of new By-laws of the Company within the Register of Legal Entities of the Republic of Lithuania, to approve the new edition of the By-laws of Telia Lietuva, AB as those of the enterprise that continues its business activities after the reorganization of TEO LT, AB, AB Omnitel and AB Baltic Data Center as of the date of registration. To authorize the CEO of the Company (with a right to re-authorize) to sign new edition of the By-laws of the Company (Annex 2).
Results of voting:
For – 513,633,877 share votes;
Against – 292,662 share votes (including 292,662 share votes of shareholders who voted in advance);
Did not vote – 0 share votes.
Adopted
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.
Results of voting:
For – 513,926,539 share votes (including 292,662 share votes of shareholders who voted in advance);
Against – 0 share votes;
Did not vote – 0 share votes.
Adopted
The Annual General Meeting of TEO LT, AB (hereinafter ‘the Company’ or ‘Teo’) shareholders was held on 26 April 2016.
The total number of the Company's ordinary registered shares and votes is 582,613,138.
In total, 21 shareholder participated in the Meeting and they had 514,356,979 shares and votes, which amounted to 88.28% of the total number of the Company's vote-carrying shares.
The quorum existed and the Meeting was entitled to adopt decisions.
Decisions of the Annual General Meeting of Shareholders:
To approve the audited annual consolidated and separate financial statements of the Company for the year 2015. Consolidated annual report of the Company for the year 2015, prepared by the Company, assessed by the auditors and approved by the Board of Directors was presented to the shareholders.
Results of voting:
For – 514,356,979 share votes (including 472,186 share votes of shareholders who voted in advance);
Against – 0 share votes;
Did not vote – 0 share votes.
Adopted.
To allocate the Company’s profit for the year 2015: from the Company’s distributable profit of EUR 39,892,193 to allocate EUR 5,826,131 for the payment of dividends for the year 2015. Dividends will be allocated for 582,613,138 shares giving EUR 0.01 per one share. To allocate EUR 31,280 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.
Results of voting:
For – 514,102,087 share votes (including 472,186 share votes of shareholders who voted in advance);
Against – 254,892 share votes;
Did not vote – 0 share votes.
Adopted.
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.
Residents of the foreign countries, which have concluded agreements on Avoidance of Double Taxation with the Republic of Lithuania, could take advantage of reduced tariffs provided by such agreements by submitting Claim for Reduction or Exemption from the Anticipatory Tax Withheld at Source, form FR0021 (DAS-1).
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.
Results of voting:
For – 514,356,979 share votes (including 472,186 share votes of shareholders who voted in advance);
Against – 0 share votes;
Did not vote – 0 share votes.
Adopted.
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.
Results of voting:
Mr. Hannu-Matti Mäkinen received 514,354,816 electoral votes, including 470 480 electoral votes of shareholders who voted in advance
Hannu-Matti Mäkinen 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 implementation of the indicated decisions. The CEO of the Company shall be entitled to authorise any other person to perform the indicated actions and to sign the indicated documents.
Results of voting:
For – 514,356,979 share votes (including 472,186 share votes of shareholders who voted in advance);
Against – 0 share votes;
Did not vote – 0 share votes.
Adopted.
