Draft agenda and draft decisions for the Annual General Meeting of Telia Lietuva, AB (hereinafter 'the Company' or 'Telia Lietuva') shareholders to be held on 25 April 2018 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 2017 and presentation of the consolidated annual report of the Company for the year 2017.
Draft decision:
1) To approve the audited annual consolidated and separate financial statements of the Company for the year 2017.
2) 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.
3. Allocation of the profit of the Company of 2017.
Draft decision:
To allocate the Company's profit for the year 2017 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 116,746 thousand 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.
4. Election of the Company's auditor.
Draft decision:
1) 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.
2) 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).
5. Regarding the approval of a new edition of the By-laws of the Company.
Draft decision:
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. To authorize CEO of the Company (with the right to reauthorize) to sign the new wording of the By-Laws of the Company.
6. Election of the Company's Board members.
Draft decision:
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:
1) ________________ (proposed by [...]),
2) ________________ (proposed by [...]),
3) ________________ (proposed by [...]),
4) ________________ (proposed by [...]).
There are no proposed nominees to the Board.
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, Lvovo str. 25, 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 2017.
- Draft of profit allocation for the year 2017.
- Draft of the Company's By-laws.
Attachments
- Telia_Lietuva_Financial_Statements_and_Annual_Report_2017 (https://prlibrary-eu.nasdaq.com/Resource/Download/40a3ce23-c078-4215-a1bc-1a004bd0c8c6)
- Profit_allocation_2017_project (https://prlibrary-eu.nasdaq.com/Resource/Download/7dce2176-ce57-4a5e-ac6d-9747df95ad76)
- Telia_Lietuva_By_Laws_2018_draft (https://prlibrary-eu.nasdaq.com/Resource/Download/e5b9d0a6-28cc-4d05-ab2d-a610330892c8)
