Draft decisions of the Annual General Meeting of Shareholders to be held on 26 April 2016
Draft agenda and draft decisions for the Annual General Meeting of TEO LT, AB (hereinafter ‘the Company’ or ‘Teo’) shareholders to be held on 26 April 2016 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 2015 and presentation of the consolidated annual report of the Company for the year 2015.
Draft decision:
1) To approve the audited annual consolidated and separate financial statements of the Company for the year 2015.
2) The consolidated annual report of the Company for the year 2015, prepared by the Company, assessed by the auditors and approved by the Board, was presented.
3. Allocation of the profit of the Company of 2015.
Draft decision:
To allocate the Company’s profit for the year 2015 in line with the proposal for profit allocation as presented to the Annual General Meeting of Shareholders.
4. Regarding approval of reorganisation terms.
Draft decision:
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).
2) To authorise the Board and the CEO of the Company to perform all actions and adopt all decisions necessary for the aforementioned reorganisation.
5. Election of the Company’s new Board member.
Draft decision:
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 ________________ (proposed by [...]) to the Board of the Company for the current term of the Board.
As a shareholder of TEO LT, AB, TeliaSonera AB proposes to the Annual General Meeting of Shareholders to be held on 26 April 2016 in Vilnius, Lithuania, to elect Mr Hannu-Matti Mäkinen to the Board of the Company for the current term of the Board.
Hannu-Matti Mäkinen (born in 1970) is General Counsel Region Europe and Head of Legal of Region Europe at TeliaSonera 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; TeliaSonera Denmark A/S (Denmark), member of the Board; Tilts Communications A/S (Denmark), member of the Board; TeliaSonera Norge AS (Norway), member of the Board; UAB Omnitel (Lithuania), member of the Board; LMT SIA (Latvia), member of the Supervisory Council; AS Telia Eesti (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 nominee upon election to the Board would be regarded as non-executive member of the Board.
6. Regarding the implementation of decisions.
Draft decision:
To authorise the CEO of the Company to implement all decisions (2-5), sign all the related documents and conclude all the transactions required for the implementation of the aforementioned decisions. The CEO of the Company shall be entitled to authorise any other person to perform the aforementioned actions and to sign the aforementioned documents.
The documents possessed by the Company related to the agenda of the Meeting, including draft resolutions, are available at the headquarters of TEO LT, AB, Lvovo str. 25, Vilnius, Lithuania, or at the Company’s internet website www.teo.lt.
ENCL.:
- TEO LT, AB Consolidated and Separate Financial Statements, Consolidated Annual Report and Independent Auditor’s Report for the Year Ended 31 December 2015.
- Draft of Statement of the Company’s Profit Allocation for the Year 2015.
- Curriculum Vitae of Hannu-Matti Mäkinen, a nominee to the Board of the Company.
Giedrė Kaminskaitė-Salters,
Head of Legal,
tel. +370 5 236 7715
|