Decisions of the Annual General Meeting of Shareholders held on 25 April 2018
On 25 April 2018, 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 2017. The consolidated annual report of the Company for the year 2017, prepared by the Company, assessed by the auditors and approved by the Board, was presented to the shareholders.
- To allocate the Company’s profit as follows: from the Company’s distributable profit of EUR 116,746 thousand to allocate an amount of EUR 40,783 thousand for the payment of dividends for the year 2017, i.e. EUR 0.07 dividend per share, and carry forward to the next financial year an amount of EUR 75,962 thousand as retained earnings (undistributed profit). For two independent members to the Board – Inga Skisaker and Rolandas Viršilas – as tantiems (annual payment) for the year 2017 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 10 May 2018.
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 2017 on 24 May 2018.
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 2018 and 2019, and to assess the consolidated annual report of the Company for the year 2018 and 2019. To authorize the CEO of the Company to conclude the agreement for audit services, establishing the payment for services as agreed between the parties but in any case not more than 240,000 (two hundred forty thousand) euro (VAT excluded) for the audit of the Company’s annual consolidated and separate financial statements and the assessment of the consolidated annual report (i.e. 120,000 (one hundred twenty thousand) euro (VAT excluded) per each financial year).
- Taking into consideration the amendments of the Republic of Lithuania Law on Companies, that came into force after registration of the last wording of the Company’s By-Laws, to approve the new wording of the Company’s By-Laws and to authorize CEO of the Company (with the right to reauthorize) to sign the new wording of the By-Laws of the Company.
- Taking into consideration that members of the Board Stefan Block, Ole Stenkil, Inga Skisaker and Rolandas Viršilas have resigned from the Board of the Company as of 24 April 2018, to elect to the Board of the Company for the current term of the Board:
- Ms Agneta (Magdalena) Wallmark (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)
Agneta Wallmark (born in 1960) is Vice President and Head of Group Treasury at Telia Company AB (Sweden). She is also a member of the Board of Telia Insurance AB and Swedish Pension Fund of Telia. Agneta Wallmark has a Bachelor of Science in Economics degree from Stockholm School of Economics and Masters of Laws degree from Stockholm University. She has no direct interest in the share capital of Telia Lietuva.
Hannu-Matti Mäkinen (born in 1970) is Vice President and Head of Legal, Corporate Holdings, at Telia Company AB (Sweden). He is also a member of the Board of Telia Finland Oyj (Finland), Tilts Communications A/S (Denmark) and Turkcell Holding A.S. (Turkey) as well as a member of the Supervisory Council of Lattelecom SIA (Latvia). Hannu-Matti Mäkinen was a member of the Board and member of the Audit Committee of Telia Lietuva from April 2016 till April 2017. He has a Masters of Laws in International Trade Law degree from College of Law, University of Arizona (U.S.A.), Masters of Laws in Finnish and EU-Law and Bachelor of Laws from University of Lapland (Finland). He has no direct interest in the share capital of Telia Lietuva.
Tomas Balžekas (born in 1977) is a shareholder (51 per cent) and General Manager (CEO) of the magazines’ publisher, UAB Media Bitės (Lithuania), as well as CEO of an Internet health portal, UAB Mano Daktaras (Lithuania), a subsidiary of UAB Media Bitės, and a shareholder (24 per cent) and CEO of UAB Lions Share (Lithuania), an event organiser. Tomas Balžekas has a Bachelor of International Business degree from Concordia International University (Estonia), BA degree in International Business and MBA degree in Finance from Concordia University (U.S.A.). Besides, he is founder and owner of some other entities in Lithuania. He has no direct interest in the share capital of Telia Lietuva.
Mindaugas Glodas (born in 1972) is Partner and General Manager (CEO) of venture capital fund, UAB Nextury Ventures (Lithuania), member of the Board of UAB Energijos Sprendimų Centras (Lithuania), member of the Council for Research, Development and Innovations at the Government of Lithuania, member of Coordinating Council of Agency for Science, Innovations and Technologies (Lithuania), Chairman of the Council of Association Žinių Ekonomikos Forumas (Lithuania) and General Manager (CEO) of a few Lithuanian start-ups. Mindaugas Glodas has a Bachelor in Business Administration (BBA) degree from Vilnius University (Lithuania) and MBA degree from Centre for Business Administration UFSIA at University of Antwerp (Belgium). He is member (50 per cent) of a small partnership MB Vox Proxima (Lithuania). He has no direct interest in the share capital of Telia Lietuva.
Following provisions of The Governance Code for the Companies Listed on the Nasdaq Vilnius stock exchange 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.
- Telia Lietuva, AB Consolidated and Separate Financial Statements, Consolidated Annual Report and Independent Auditor’s Report for the year ended 31 December 2017.
- Statement of the Company’s profit allocation for the year 2017.
- The Company’s By-laws.
- Curriculum Vitae of elected members of the Board.
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