Shareholder's 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.

Annual General Meeting to be held on 26-04-2019

The Annual General Meeting of Telia Lietuva, AB (code 121215434, registered address: Lvovo str. 25, Vilnius, Lithuania) Shareholders will be held in a new Telia Lietuva, AB headquarters, Saltoniškių str. 7, Vilnius, Lithuania, at 13.00 on 26 April 2019. Registration will take place from 12.00 till 12.40.

The meeting is convened by the initiative of the Board and following the decision of the Board adopted on 2 April 2019.

The General Meeting of Shareholders’ accounting day is 18 April 2019.

The shareholders’ proprietary rights accounting day is 13 May 2019.

Proposed Agenda:
1. Presentation by the Company’s auditor.
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.
3. Allocation of the profit of the Company of 2018.
4. Regarding the Company’s registered office address.
5. Regarding the approval of preparation of reorganisation terms.
6. Election of the Company’s Board members.
7. Regarding the implementation of decisions.

Shareholders who at the end of the General Meeting of Shareholders’ accounting day, i.e. 18 April 2019, are shareholders of the Company will have a right to participate and vote at the General Meeting of Shareholders personally or by proxy, or to be represented by the person with whom an agreement on the transfer of voting rights is concluded.

A person attending the General Meeting of Shareholders and having a voting right must bring with him/her a person’s identification document. A person who is not a shareholder must additionally produce a document confirming his/her right to vote at the Annual General Meeting of Shareholders.

Each shareholder shall have a right, in the manner established by law, to authorise another (natural or legal) person on his/her behalf to attend and vote at the General Meeting of Shareholders. At the General Meeting of Shareholders, an authorised person shall have the same rights as would be held by the shareholder or shareholders represented by him/her, unless the authorized person's rights are limited by the power of attorney or by law. The authorised person must provide a power of attorney certified in the manner established by law. A power of attorney issued in a foreign state must be translated into Lithuanian and legalised in the manner established by law. The Company does not establish special form of power of attorney.

A shareholder or a person authorised by him/her shall have a right to vote in writing in advance by filling in the General Voting Ballot. Upon a shareholder's request, the Company, not later than 10 days before the General Meeting, shall send the General Voting Ballot by registered mail free of charge. A sample of the General Voting Ballot is also provided on the Company’s website at www.telia.lt under the heading ‘Investors’. The General Voting Ballot, duly filled in and signed by the shareholder or a person, having a voting right, and the document confirming the voting right (if any) must be submitted to the Company in writing not later than on the last business day before the General Meeting of Shareholders by sending them by registered mail to Telia Lietuva, AB, Saltoniškių str. 7, LT-08105 Vilnius, Lithuania, or by submitting them to the Company on a business day (to the aforementioned address).

The Company is not providing the possibility to attend and vote at the General Meeting of Shareholders through electronic means of communication.

A shareholder shall have the right to authorize another person (natural or legal) to participate and vote in the General Meeting of Shareholders on the shareholder’s behalf through electronic communication means. No notarisation of such authorization is required. The power of attorney issued through electronic communication means must be confirmed by the shareholder with a safe electronic signature developed by safe signature equipment and approved by a qualified certificate effective in the Republic of Lithuania. The shareholder shall inform the Company on the power of attorney issued through the means of electronic communication by e-mail Daiva.Kasperaviciene@telia.lt not later than on the last business day before the General Meeting of Shareholders. The power of attorney and notification shall be issued in writing. The power of attorney and notification to the Company shall be signed with the electronic signature but not letters sent via e-mail.

Persons, who at the end of the tenth business day following the General Meeting that will adopt a respective decision, i.e. on 13 May 2019, (rights accounting day) are the shareholders of the Company, shall have proprietary rights.

Each shareholder holding shares that grant at least 1/20 of all votes shall have the right of proposing to supplement the agenda of the General Meeting of Shareholders. Draft decisions on the proposed issues shall be submitted together with the proposal or, if the decisions do not need to be approved, explanations on each proposed issue of the General Meeting of Shareholders shall be presented. A proposal to supplement the agenda must be presented in writing by sending it by registered mail to Telia Lietuva, AB, Saltoniškių str. 7, LT-08105 Vilnius, Lithuania, or by e-mail Daiva.Kasperaviciene@telia.lt, or by submitting it to the Company on the business days (to the before mentioned address). The agenda will be supplemented if the proposal is received not later than 14 days before the General Meeting of Shareholders.

Each shareholder holding shares that grant at least 1/20 of all votes shall have the right of proposing draft resolutions on the issues already included or to be included in the agenda of the General Meeting of Shareholders, to nominate additional candidates to the Board. The proposed draft decisions at any time before the General Meeting of Shareholders must be presented in writing by sending them by registered mail to Telia Lietuva, AB, Saltoniškių str. 7, LT-08105 Vilnius, Lithuania, or by e-mail Daiva.Kasperaviciene@telia.lt, or by submitting it to the Company on a business day (to the aforementioned address). The shareholders shall also be entitled to propose draft resolutions on the agenda issues of the General Meeting of Shareholders in writing during the Meeting.

The shareholders shall have the right to present questions related to issues on the agenda of the General Meeting of Shareholders to the Company in advance in writing, by providing the shareholder's (natural or legal person’s) personal identification number, the natural person’s consent to process personal data – personal identification number, in a letter sent by registered mail. The Company undertakes to respond if the questions are received not later than 3 business days before the General Meeting of Shareholders. Generic responses shall be posted on the Company’s website www.telia.lt under the heading ‘Investors’. The Company will not respond personally to the shareholder if the respective information is posted on the Company's website.

The shareholders could get familiarised with the documents possessed by the Company related to the agenda of the Meeting, including draft resolutions, and other documents to be submitted to the General Meeting of Shareholders as well as get information regarding execution of the shareholders’ rights at the headquarters of Telia Lietuva, AB, Saltoniškių str. 7, Vilnius, Lithuania, or on the Company’s website at www.telia.lt under the heading ‘Investors’.

The total number of the Company’s shares and the number of shares granting voting rights during the General Meeting of Shareholders is the same and amounts to 582,613,138. ISIN code of the Company’s shares is LT0000123911.

Additional information is provided by tel.: +370 5 236 7878 and on the web site www.telia.lt.

Draft decisions for the Annual General Meeting to be held on 26-04-2019

Draft agenda and draft decisions for the Annual General Meeting of Telia Lietuva, AB (hereinafter ‘the Company’ or ‘Telia Lietuva’) shareholders to be held on 26 April 2019 proposed by the Board of the Company:

1. Information of the Company’s auditor.

Taken for the information.

2. Approval of the annual consolidated and separate financial statements of the Company for the year 2018 and presentation of the consolidated annual report of the Company for the year 2018.

Draft decision:
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.

3. Allocation of the profit of the Company of 2018.

Draft decision:
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.

The Board proposes to allocate from the Company’s distributable profit of EUR 131,617 thousand an amount of EUR 46,609 thousand for the payment of dividends for the year 2018, i.e. EUR 0.08 dividend per share, and carry forward to the next financial year an amount of EUR 85,008 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 2018 to allocate in total an amount of EUR 31,280, or EUR 15,640 each.

4. Regarding the Company’s registered office address.

Draft decision:
The registered office of the Company shall be Saltoniškių str. 7A, LT- 03501 Vilnius, Lithuania.

5. Regarding the approval of preparation of reorganisation terms.

Draft decision:
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.

6. Election of the Company’s Board members.

Draft decision:
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:
1) ________________ (proposed by [...]).
2) ________________ (proposed by [...]).
3) ________________ (proposed by [...]).
4) ________________ (proposed by [...]).
5) ________________ (proposed by [...]).
6) ________________ (proposed by [...]).

Telia Company AB, as a shareholder of Telia Lietuva, AB holding 88.15 per cent of the Company’s shares and votes, proposes to the Annual General Meeting of Shareholders to be held on 26 April 2019 in Vilnius, Lithuania, the following nominees to be elected to the Board of Telia Lietuva, AB for the two-year term of the Board:
-      Mr. (Per) Emil Nilsson
-      Ms. Agneta (Magdalena) Wallmark
-      Mr. Claes (Johan Ingemar) Nycander
-      Mr. Hannu-Matti Mäkinen
-      Mr. Tomas Balžekas (as independent member of the Board)
-      Mr. Mindaugas Glodas (as independent member of the Board)

Emil Nilsson (born in 1971) – 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 (born in 1960) – 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 (born in 1963) – 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 (born in 1970) – 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 (born in 1977) – 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 (born in 1972) – 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 – 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.

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.

The documents possessed by the Company related to the agenda of the Meeting, including draft resolutions, are available at the headquarters of Telia Lietuva, Saltoniškių str. 7A, Vilnius, Lithuania.

Sample of General Voting Ballot

Extraordinary General Meeting on 09-11-2018

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 (born in 1971) 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.

Annual General Meeting on 25-04-2018

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:

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 (born in 1960) 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 (born in 1970) 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 (born in 1977) 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 (born in 1972) 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.

Annual General Meeting 27-04-2017

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:

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:
  1. Ms. Henriette Wendt (proposed by Telia Company AB)
  2. Mr. Stefan (Carl Demetrios) Block (proposed by Telia Company AB)
  3. Mr. Claes (Johan Ingemar) Nycander (proposed by Telia Company AB)
  4. Mr. Ole Stenkil (proposed by Telia Company AB)
  5. Ms. Inga Skisaker (as independent member of the Board proposed by Telia Company AB)
  6. 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 (born in 1969) is Senior Vice President and Head of Lithuania, Estonia and Denmark (LED) cluster at Telia Company AB (Sweden). Education: ESSEC Business School Paris (France), Master’s degree in Business Administration, and Copenhagen Business School (Denmark), Bachelor's degree in Economics. She is not involved in activities of other entities. She has 8,500 shares of Telia Company AB (Sweden). She has no direct interest in the share capital of Telia Lietuva, AB.

Stefan (Carl Demetrios) Block (born in 1967) – member of the Board of Telia Lietuva, AB since 29 April 2014 (nominated by Telia Company AB), Chairman of the Audit Committee. Education – University of Stockholm (Sweden), Bachelor of Science in Business and Administration. Employment – Telia Company AB (Sweden), Chief Financial Officer of Lithuania, Estonia and Denmark (LED) cluster. Current Board Assignments: Telia Danmark A/S (Denmark), Chairman of the Board; Síminn Denmark A/S (Denmark), member of the Board; Telia Finance AB (Sweden), member of the Board; Telia Norge AS (Norway), member of the Board; LMT SIA (Latvia), member of the Supervisory Council; Telia Eesti AS (Estonia), member of the Supervisory Council. He has no direct interest in the share capital of Telia Lietuva, AB. 

Claes (Johan Ingemar) Nycander (born in 1963) – member of the Board of Telia Lietuva, AB since 29 April 2014 (nominated by Telia Company AB), member of the Remuneration Committee. Education: Uppsala University (Sweden), Master of Business and Administration; Stanford University Palo Alto (U.S.A.), Master of Science in Electrical Engineering; Institute of Technology at University of Linköping (Sweden), Master of Science in Electrical Engineering and University of Linköping (Sweden), Bachelor of Science in Mathematics. Employment – Telia Company AB (Sweden), Vice President and Head of Special Projects & LED (Lithuania, Estonia, Denmark) Management at Group Service Operations. Current Board Assignments: TT Nätverket A/S (Denmark), Chairman of the Board; Systecon AB (Sweden), member of the Board; Svenska UMTS-Nät AB (Sweden), member of the Board; LMT SIA (Latvia), Chairman of Supervisory Council. He has no direct interest in the share capital of Telia Lietuva, AB. 

Ole Stenkil (born in 1973) is Head of Legal for Lithuania, Estonia and Denmark (LED) cluster at Telia Company AB (Sweden); and Vice President and General Counsel for Telia Danmark (Denmark). Education: Copenhagen Business School, MBA in Executive Management; The Danish Bar & Law Society, Legal Professional Degree/Attorney; Århus University (Denmark), Master of Laws; Svendborg Business School (Denmark), Higher Commercial Examination Programme. Current Board assignments: Argon A/S (Denmark), member of the Board; DLG Tele I/S (Denmark), member of the Board; OCH A/S (Denmark), Chairman of the Board; Tilts Communications A/S (Denmark), member of the Board. He has no direct interest in the share capital of Telia Lietuva, AB. 

Inga Skisaker (born in 1971) – member of the Board of Telia Lietuva, AB since 28 April 2011 (nominated as independent candidate by Telia Company AB), member of the Audit Committee. Education – Vilnius University (Lithuania), Master of International Business Administration. Employment – Nordea Bank AB Lithuania Branch (Sweden), General Manager and Head of Banking Baltic Countries. Current Board assignments: Baltic Management Institute (Lithuania), member of the Board, and Investors Forum (Lithuania), member of the Board. She has no direct interest in the share capital of Telia Lietuva, AB. 

Rolandas Viršilas (born in 1963) – member of the Board of Telia Lietuva, AB since 25 April 2013 (nominated as independent candidate by Telia Company AB), member of the Remuneration Committee. Education – Vilnius University (Lithuania), Faculty of Mathematics, Master‘s degree. Employment: UAB Švyturys–Utenos Alus (Lithuania), Chief Executive Officer, and Carlsberg Baltic States, Chief Executive Officer. Current Board assignments: Lithuanian Brewers´ Guild (Lithuania), Chairman of the Council; VšĮ Užstato Sistemos Administratorius, member of the Board; Dayton Group Oy (Finland), member of the Board. He has 75,000 shares of Telia Lietuva, AB that accounts to 0.0129 per cent of the total number of the Company’s shares and votes. 

Following provisions of The Governance Code for the Companies Listed on the Nasdaq Vilnius stock exchange all 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.

 

Extraordinary General Meeting 15-12-2016

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

Annual General Meeting 26-04-2016

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 (born in 1970) is General Counsel Region Europe and Head of Legal of Region Europe at Telia Company AB. Education: University of Arizona, College of Law, LL.M (Masters of Laws) in International Trade Law; University of Lapland, School of Law, LL.B (Bachelor of Laws) and LL.M (Masters of Laws) in Finnish and EU-Law. Current Board Assignments: TeliaSonera Finland Oyj (Finland), member of the Board; Telia Danmark A/S (Denmark), member of the Board; Tilts Communications A/S (Denmark), member of the Board; Telia Norge AS (Norway), member of the Board; UAB Omnitel (Lithuania), member of the Board; LMT SIA (Latvia), member of the Supervisory Council; Telia Eesti AS (Estonia), member of the Supervisory Council; Lattelecom SIA (Latvia), member of the Supervisory Council. He has no direct interest in the share capital of TEO LT, AB. 
 
Following the provisions of The Governance Code for the Companies Listed on the Nasdaq Vilnius stock exchange Hannu-Matti Mäkinen is regarded as non-executive member of the Board.  
 
 

  • To authorise the CEO of the Company to implement all above mentioned decisions, sign all the related documents and conclude all the transactions required for 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.