Telia Lietuva, AB
General meeting of shareholders
Decisions of the Annual General Meeting of Shareholders held on 28 April 2020
The Annual General Meeting of Telia Lietuva, AB (hereinafter ‘the Company’ or ‘Telia Lietuva’) shareholders was held on 28 April 2020.
All shareholders that participated at the General Meeting voted in advance in writing by filling in General Voting Ballots.
The Annual General Meeting of Telia Lietuva decided:
- To approve the audited annual consolidated and separate financial statements of the Company for the year 2019. The consolidated annual report of the Company for the year 2019, prepared by the Company, assessed by the auditors and approved by the Board, was presented.
- To allocate the Company’s profit for the year: from the Company’s distributable profit of EUR 140,080 thousand EUR 52,435 thousand for the payment of dividends for the year 2019, i.e. EUR 0.09 dividend per share, and carry forward to the next financial year an amount of EUR 87,645 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 2019 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 2020.
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 2019 on 26 May 2020.
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 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 2020, and to assess the consolidated annual report of the Company for the year 2020. To authorize the CEO of the Company to prolong existing or conclude new agreement for audit services, establishing the payment for services as agreed between the parties but in any case not more than EUR 124,000 (VAT excluded) (one hundred twenty four thousand euro) for the audit of the Company’s one financial year annual consolidated and separate financial statements and the assessment of the consolidated annual report.
- To reorganize Telia Lietuva, AB and Telia Customer Service LT, AB pursuant to Part 3 of Article 2.97 of the Civil Code of the Republic of Lithuania by way of merging Telia Customer Services LT, AB (registration number 110401957, office Vytenio str. 18, Vilnius, Lithuania; reorganised company), which, after the reorganization, will cease its activities as a legal entity, into Telia Lietuva, AB (registration number 121215434, office at Saltoniškių str. 7A, Vilnius, Lithuania; a company participating in the reorganisation), which, after the reorganization, will continue its activities and activities of Telia Customer Service LT, AB and which will take over all the assets, rights and obligations of Telia Customer Service LT, AB after the reorganization, according to the Terms of Merger approved by the General Meeting.
- 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 Telia Lietuva, AB and Telia Customer Service LT, AB. To authorize the CEO of the Company (with a right to re-authorize) to sign new edition of the By-laws of the Company.
- To approve Remuneration Policy for CEO and members of the Board of Telia Lietuva, AB.
- 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.
- Telia Lietuva, AB Consolidated and Separate Financial Statements, Consolidated Annual Report and Independent Auditor’s Report for the year ended 31 December 2019.
- Profit allocation for the year 2019.
- Terms of Merger of Telia Lietuva, AB and Telia Customer Service, AB.
- By-laws of Telia Lietuva, AB.
- Remuneration Policy for CEO and members of the Board of Telia Lietuva, AB.
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