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TEO: Decisions of the Annual General Meeting of Shareholders held on 25 April 2013

Spekuliantai.lt | 2013-04-25 | NASDAQ OMX biržų naujienos | perskaitė: 1803
Raktiniai žodžiai: TEO LT, TEO
TEO: Decisions of the Annual General Meeting of Shareholders held on 25 April 2013

TEO LT, AB Notification on material event 25.04.2013

Decisions of the Annual General Meeting of Shareholders held on 25 April 2013

The Annual General Meeting of TEO LT, AB (hereinafter ‘the Company’ or ‘TEO’)
shareholders, held on 25 April 2013, decided:

- To approve the audited annual consolidated financial statements of the
Company for the year 2012. Consolidated annual report of the Company for the
year 2012, prepared by the Company, assessed by the auditors and approved by
the Board of Directors was presented to the shareholders.

- To allocate the Company’s profit for the year 2012 as follows: from the
Company’s distributable profit of LTL 161,163 thousand (EUR 46,676 thousand) to
allocate LTL 155,364 thousand (EUR 44,997 thousand) for the dividend payment
for the year 2011 or LTL 0.20 (EUR 0.058) dividend per share. For annual
payments (tantiemes) to six members of the Board for the year 2011 to allocate
LTL 324 thousand (EUR 93.8 thousand), i.e. LTL 54 thousand (EUR 15.6 million)
per one member of the Board.

The Law on Companies of the Republic of Lithuania provides that dividends shall
be paid to the shareholders who at the end of the tenth business day following
the Annual General Meeting that adopts a decision on dividend payment (rights
accounting day) will be on the Shareholders’ List of the Company, i.e. will be
shareholders of TEO LT, AB on 10 May 2013.

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 on 23 May 2013.

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 20 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 recall from the Board of the Company all members of the Board: Malin
Frenning, Lars Klasson, Joakim Sundström, Tiia Tuovinen, Inga Skisaker and
Jonas Pilkauskas.

- To elect to the Board of the Company for new term of the Board (for 2 years):

1. Malin Frenning (proposed by TeliaSonera AB)

2. Tiia Tuovinen (proposed by TeliaSonera AB)

3. Ingą Skisaker (proposed by TeliaSonera AB)

4. Jens Lööw (proposed by TeliaSonera AB)

5. Mats Lillienberg (proposed by TeliaSonera AB)

6. Rolandą Viršilą (proposed by TeliaSonera AB)

Following provisions of The Governance Code for the Companies Listed on the
NASDAQ OMX Vilnius stock exchange all elected member 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.

Malin Frenning (born in 1967) – Chairwoman of the Board of TEO LT, AB, member
of the Board since 26 April 2010, member of the Remuneration Committee of the
Board. Education: Luleå University of Technology (Sweden), Master of Science in
Mechanical Engineering and Honorary Doctor of Technology. Employment:
TeliaSonera AB (Sweden), President of Business Area Broadband Services. Current
Board assignments: TeliaSonera Network Sales AB (Sweden), Chairwoman of the
Board; TeliaSonera International Carrier AB (Sweden), Chairwoman of the Board;
TeliaSonera Skanova Access AB (Sweden), Chairwoman of the Board; Elion
Ettevõtted AS (Estonia), Chairwoman of the Supervisory Council; ESRI S-Group AB
(Sweden), member of the Board. Malin Frenning has no direct interest in the
share capital of TEO LT, AB.

Tiia Tuovinen (born in 1964) – member of the Board of TEO LT, AB since 28 April
2009, member of the Audit Committee of the Board. Education: University College
London (United Kingdom), Master of Laws, and University of Helsinki (Finland),
Master of Laws. Employment: TeliaSonera Finland Oyj (Finland), General Counsel
for Broadband Services and Vice President for Real Estates and Property
Planning in Finland. Current Board assignments: Lattelecom SIA (Latvia), member
of the Supervisory Council; TeliaSonera Finland Oyj (Finland), member of the
Board; TeliaSonera International Carrier AB (Sweden), member of the Board;
Tilts Communications A/S (Denmark), member of the Board and Managing Director;
Kekkilä Oy (Finland), member of the Board; member of the Board of several real
estate companies in Helsinki, Finland. Tiia Tuovinen has no direct interest in
the share capital of TEO LT, AB.

Inga Skisaker (born in 1962) – an independent member of the Board of TEO LT, AB
since 28 April 2011, member of the Audit Committee of the Board. Education:
Vilnius University (Lithuania), Master of International Business
Administration. Employment: Nordea Bank Finland Plc Lithuania Branch, General
Manager. Current Board assignments: Baltic Management Institute (Lithuania),
member of the Board; Investors Forum (Lithuania), member of the Board. Inga
Skisaker has no direct interest in the share capital of TEO LT, AB.

Jens Lööw (born in 1965). Education: Bachelor of Economics & Accounting from
the Business School at University of Umeå (Sweden). Employment: Chief Financial
Officer of Business Area Broadband Services; TeliaSonera AB (Sweden). Current
Board assignments: TeliaSonera Network Sales AB (Sweden), member of the Board;
TeliaSonera Skanova Access AB (Sweden), member of the Board; Elion Ettevõtted
AS (Estonia), member of the Supervisory Council. Jens Lööw has no direct
interest in the share capital of TEO LT, AB.

Mats Lillienberg (born in 1960). Education: studies in software design and
economics. Employment: Chief Technology Officer, SunGard Financial Systems. He
is not involved in activities of other companies and has no direct interest in
the share capital of TEO LT, AB.

Rolandas Viršilas (born in 1963). Education: Vilnius University (Lithuania),
Faculty of Mathematics, Master‘s degree. Employment: UAB “Švyturys – Utenos
Alus” (Lithuania), CEO. He is not involved in activities of other companies.
Rolandas Viršilas has 100,000 shares of TEO LT, AB that accounts to 0.0129 per
cent of the total number of the Company’s shares and votes.

- To authorise the General Manager 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
General Manager of the Company shall be entitled to authorise any other person
to perform the indicated actions and to sign the indicated documents.



ENCL.:

- TEO LT, AB Financial Statements, Consolidated Annual and Independent
Auditor’s Report for the Year Ended 31 December 2012.

- Statement of the Company’s Profit Allocation for the Year 2012.

- Curriculum Vitae of elected members of the Board.


Eglė Gudelytė-Harvey,
Director of Corporate Administration and Legal Affairs Unit,
tel. +370 5 236 72 92.


1. Inga_Skisaker_CV_en.pdf
(https://newsclient.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmentId=429700)
2. Rolandas_Virsilas_CV_en.pdf
(https://newsclient.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmentId=429706)
3. 2012_IFRS_report.pdf
(https://newsclient.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmentId=429710)
4. Malin_Frenning_CV_en.pdf
(https://newsclient.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmentId=429703)
5. 2012_profit_allocation.pdf
(https://newsclient.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmentId=429718)
6. Jens_Lööw_CV_en.pdf
(https://newsclient.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmentId=429702)
7. Mats_Lillienberg_CV_en.pdf
(https://newsclient.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmentId=429705)
8. Tiia_Tuovinen_CV_en.pdf
(https://newsclient.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmentId=429709)
9. 2012_profit_allocation.pdf
(https://newsclient.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmentId=429719)

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Komentarai



2017 03 31 13:40     #36529
thank you for sharing this decision and sharing supplementing documents. these are going to help me write my research paper which would mean there is no need for me to buy dissertation since currently based on all this i cane think of the introduction and the practical part of my research. well of course there is a lot to be done but with these it's going to be a lot much easy

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