Published: 2019-04-26 15:00:00 CEST
Telia Lietuva, AB
General meeting of shareholders

Decisions of the Annual General Meeting of Shareholders held on 26 April 2019

On 26 April 2019, the Annual General Meeting of Telia Lietuva, AB (hereinafter ‘the Company’ or ‘Telia Lietuva’) shareholders decided:

- To approve the audited annual consolidated and separate financial statements of the Company for the year 2018. 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 to the shareholders.

- 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.

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.

- To change the registered office of the Company to Saltoniškių str. 7A, LT- 03501 Vilnius, Lithuania.

- 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), and to authorise the Board and the CEO of the Company to perform all actions and adopt all decisions necessary for the aforementioned reorganisation.

- 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)

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:  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.

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.

- 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.


ENCL.:
- Telia Lietuva, AB Consolidated and Separate Financial Statements, Consolidated Annual Report and Independent Auditor’s Report for the year ended 31 December 2018.
- Statement of the Company’s profit allocation for the year 2018.
- Curriculum Vitae of elected members of the Board.


Darius Džiaugys,
Head of Investor Relations,
tel. +370 5 236 7878,
e-mail: darius.dziaugys@telia.lt

Attachments


CV_Claes_Nycander_EN_2019.pdf
CV_Tomas_Balžekas_EN_2019.pdf
CV_Hannu_Matti_Makinen_EN_2019.pdf
Profit_allocation_2018_signed.pdf
CV_Emil_Nilsson_EN_2019.pdf
CV_Agneta_Wallmark_EN_2019.pdf
2018_IFRS_Telia_Lietuva_financial_statements_and_annual_report_approved_by_AGM.p df
CV_Mindaugas_Glodas_EN_2019.pdf