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Decisions of the Annual General Meeting of Shareholders held on 27 April 2021

Telia Lietuva
·8-min read

The Annual General Meeting of Telia Lietuva, AB (hereinafter ‘the Company’ or ‘Telia Lietuva’) shareholders was held on 27 April 2021.

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 2020. The consolidated annual report of the Company for the year 2020, prepared by the Company, assessed by the auditors and approved by the Board, was presented.

  • To allocate the Company’s profit for the year 2020 as follows: from the Company’s distributable profit of EUR 145,652 thousand to allocate an amount of EUR 58,261 thousand for the payment of dividends for the year 2020, i.e. EUR 0.10 dividend per share, and carry forward to the next financial year an amount of EUR 87,391 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 2020 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 11 May 2021.

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 2020 on 25 May 2021.

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 approve the Company’s Remuneration Report for the year 2020.

  • 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 2021 and 2022, and to assess the consolidated annual report of the Company for the year 2021 and 2022. 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 270,000 (two hundred seventy 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. 135,000 (one hundred thirty five thousand) euro (VAT excluded) per each financial year).

  • Taking into consideration that the current term of the Company’s Board expired on 26 April 2021, to elect to the Board of the Company for the two-year term of the Board:
    - Mr. Douglas Gordon Lubbe (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)
    - Ms. Dovilė Grigienė (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)

Douglas Lubbe (born in 1972) – Chair of the Board, member of the Board of Telia Lietuva since 23 November 2020 (nominated by Telia Company AB), member of the Remuneration Committee. Education: University of Southern Queensland, Australia, Master of Business Administration; South African Institute of Chartered Accountants, Certificate of Membership; University of South Africa, Bachelor of Accounting Science; Potchefstroom University for Christian Higher Education, South Africa, Bachelor of Commerce. Employment – Telia Sverige AB (Sweden), Chief Financial Officer. Involvement in activities of other entities: TeliaSonera Mobile Networks AB (Sweden), member of the Board; Sonera Holding BV (Netherlands), member of the Board; TeliaSonera UTA Holdings BV (Netherlands), member of the Board. Douglas Lubbe 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), Chair 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 Group Treasury. Involvement in activities of other entities: Telia Insurance AB (Sweden), Chair of the Board; Swedish Pension Fund of Telia (Sweden), member of the Board; Telia Towers AB (Sweden), member of the Board; Skandia Life Insurance (Mutual) (Sweden), Chair of Nomination Committee for General Council elections. 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 (nominated by Telia Company AB), Chair 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 Common Products and Services (CPS). Involvement in activities of other entities: TT-Netværket P/S (Denmark), Chair of the Board; Telia Towers AB (Sweden), Chair of the Board; Telia Company Danmark A/S (Denmark), Chair of the Board; Telia Mobile Holding AB (Sweden), Chair of the Board; Telia Nättjänster Norden AB (Sweden), Chair of the Board; Systecon AB (Sweden), member of the Board; Systecon Group AB (Sweden), member of the Board; Systecon Software AB (Sweden), member of the Board; Svenska UMTS-Nät AB (Sweden), member of the Board; Svenska UMTS-licens AB (Sweden), member of the Board; Telia Eesti AS (Estonia), member of the Supervisory Council; Latvijas Mobilais Telefons (LMT) SIA (Latvia), 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. Involvement in activities of other entities: Telia Finland Oyj (Finland), member of the Board; Tilts Communications A/S (Denmark), member of the Board; Tet SIA (Latvia), member of the Supervisory Council. Hannu-Matti Mäkinen has no direct interest in the share capital of Telia Lietuva.

Dovilė Grigienė (born in 1977) till March 2021 was Chair of the Board and Head of Administration of Swedbank, AB, Lithuania; member of the Supervisory Council of Swedbank Investicijų Valdymas, UAB, Lithuania; member of the Supervisory Council of Swedbank Life and P&C Insurance SE, Lithuania/Latvia/Estonia; member of the Board of Association of Lithuanian Banks, Lithuania. Education: Concordia University Wisconsin, U.S.A., Master of Business Administration in Finance and Management Information Systems; Concordia International University Estonia, Estonia, Bachelor’s degree in International Business. Involvement in activities of other entities: Association ‘Lyderė’, Lithuania, founder and member of the Board (2017-2019); Young President Organization Lithuanian Chapter, founder and member of the Board; UAB Urbo Slėnis, Lithuania, shareholder (22.5 per cent). Dovilė Grigienė 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), General Manager; Norway Registers Development AS (Norway), General Manager; Norway Registers Development AS Lithuanian branch, General Manager; NRD Systems, UAB (Lithuania), General Manager. Involvement in activities of other entities: Association Žinių Ekonomikos Forumas (Lithuania), member of the Council; Lithuanian National Committee of the United Nations Children's Fund, Chair of the Board; Association INFOBALT (Lithuania), Chair of the Board and President; MB Vox Proxima (Lithuania), member of partnership (50 per cent) Mindaugas Glodas has no direct interest in the share capital of Telia Lietuva.

All elected member of the Board are regarded as non-executive members of the Board, and in addition Dovilė Grigienė and Mindaugas Glodas 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 2020.
- Profit allocation for the year 2020.
- Telia Lietuva, AB Remuneration Report for the year 2020
- Curriculum Vitae (CV) of elected member of the Board.


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



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