2011-03-28 15:45:00 CEST

2011-03-28 15:45:10 CEST


REGULATED INFORMATION

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TEO LT, AB - Notification on material event

Draft decisions of the Annual General Meeting of Shareholders to be held on 28 April 2011 



Draft agenda and draft decisions for the Annual General Meeting of TEO LT, AB
(hereinafter ‘the Company' or ‘TEO') shareholders to be held on 28 April 2011
proposed by the Board of the Company: 



1. Information of the Company's auditor.

Taken for the information.



2. Approval of the annual financial statements of the Company and consolidated
group annual financial statements for the year 2010 and presentation of the
consolidated annual report of the Company for the year 2010. 

Draft decision:

1) To approve the audited annual financial statements of the Company for the
year 2010. 

2) Consolidated annual report of the Company for the year 2010, prepared by the
Company, assessed by the auditors and approved by the Board of Directors is
presented. 



3. Allocation of the profit of the Company of 2010.

Draft decision:

To allocate the Company's profit of the year 2010 according to the draft of
profit allocation presented for the Annual General Meeting of Shareholders
(Annex 1). 

The Board proposes for the Annual General Meeting from the Company's
distributable profit of LTL 144,333 thousand (EUR 41,802 thousand) to allocate
LTL 139,827 thousand (EUR 40,497 thousand) for the dividend payment for the
year 2010 or LTL 0.18 (EUR 0.052) dividend per share. For annual payments
(tantiemes) to seven members of the Board for the year 2010 to allocate LTL 378
thousand (EUR 109 thousand), i.e. LTL 54 thousand per one member of the Board. 

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 TEO LT, AB on 12 May 2011. 

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 20 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. 

Residents of the foreign countries, which have concluded agreements on
Avoidance of Double Taxation with the Republic of Lithuania, could take
advantage of reduced tariffs provided by such agreements by submitting Claim
for Reduction or Exemption from the Anticipatory Tax Withheld at Source, form
FR0021 (DAS-1). 



4. Amendments to the By-laws of the Company.

Draft decision:

1) To change Article 9.1. part 1) of the By-laws of the Company as follows:

“The Members of the Board serving on the Board of the Company shall act jointly
as a governing body of the Company. The Board shall consist of 6 (six) Members
of the Board. The Members of the Board shall be elected for a term of 2 (two)
years. The Chairman of the Board shall be elected by the Board from its members
for 2 (two) years.” 

2) To approve a new wording of the Company's By-laws which is attached as Annex
2 hereto. 

3) The General Manager of the Company shall be authorised to sign the new
wording of the By-laws and to apply to the notary public and the Register of
Legal Entities as well as to sign all the related documents required for
registration of the new wording of the By-laws. 



5. Regarding the Company's obligatory reserve.

Draft decision:

To decrease Company's obligatory reserve by 3,817,000 (three million eight
hundred seventeen thousand) Litas and to reallocate this amount to the
Company's retained earnings. 



6. Recall of the Company's Board members.

Draft decision:

To recall from the Board of the Company all members of the Board: Håkan
Dahlström, Joakim Sundström, Malin Frenning, Lars Ohnemus, Ove Alm, Tiia
Tuovinen, Martynas Česnavičius. 



7. Election of the Company's Board members.

Draft decision:

To elect to the Board of the Company for new term of the Board (for 2 years):

1. _______________ (proposed by [...])

2. _______________ (proposed by [...])

3. _______________ (proposed by [...])

4. _______________ (proposed by [...])

5. _______________ (proposed by [...])

6. _______________ (proposed by [...])



The Company has not received a list of nominees to the Board yet.



8. Regarding implementation of decisions.

Draft decision:

To authorise the General Manager of the Company to perform all decisions (2-7),
sign all the related documents and conclude all the transactions required for
implementation of the indicated decisions. The General Manager of the Company
shall be entitled to authorise any other person to perform the indicated
actions and to sign the indicated documents. 



The documents possessed by the Company related to the agenda of the Meeting,
including draft resolutions, are available at the headquarters of TEO LT, AB,
Lvovo str. 25, Vilnius, Lithuania, or at the Company's internet website
www.teo.lt. 



ENCL.:

- Draft of Independent auditor's report by UAB PricewaterhouseCoopers.

- Draft of TEO LT, AB Financial Statements, Consolidated Annual and Independent
Auditor's Report for the Year Ended 31 December 2010. 

- Draft of Statement of the Company's Profit Allocation for the Year 2010.

- Draft of the By-laws of TEO LT, AB.


         Eglė Gudelytė-Harvey,
         Director of Corporate Administration and Legal Affairs Unit,
         tel. +370 5 236 72 92