Draft decisions of the Annual General Meeting of Shareholders to be held on 26 April 2019Draft 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 1212 15434, 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; UAB Energijos Sprendimų Centras (Lithuania), Member of the Board; 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 Baltic Arrow, 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, or at the Company’s internet website www.telia.lt.
ENCL.:
- Draft of Telia Lietuva, AB Consolidated and Separate Financial Statements, Consolidated Annual Report and Independent Auditor’s Report for the year ended 31 December 2018.
- Draft of profit allocation for the year 2018.
- Curriculum Vitae (CV) of nominees to the Board.
Darius Džiaugys,
Head of Investor Relations,
tel. +370 5 236 7878,
e-mail: darius.dziaugys@telia.lt
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