2011-04-28 16:07:47 CEST

2011-04-28 16:08:52 CEST


REGULATED INFORMATION

English Lithuanian
TEO LT, AB - Notification on material event

Decisions of the Annual General Meeting of Shareholders held on 28 April 2011 


The Annual General Meeting of TEO LT, AB (hereinafter ‘the Company' or ‘TEO')
shareholders, held on 28 April 2011, decided: 

- To approve the audited annual financial statements of the Company for the
year 2010. 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 was presented to the shareholders. 

- To allocate the Company's profit of the year 2010: 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 the Lithuanian Company Law 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 on 26 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). 

- Not to approve reduction of the authorised capital of the Company by LTL
120,000,000 from LTL 776,817,518 to LTL 656,817,518 by cancelling 120,000,000
ordinary registered shares of one litas nominal value each for payment of
Company's funds to the shareholders of the Company. 

- 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.” 

- To decrease Company's obligatory reserve by 3,817,000 litas and to reallocate
this amount to the Company's retained earnings. 

- 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. 

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

1. Ms. Malin Frenning (proposed by Amber Teleholding A/S)

2. Mr. Lars Kalsson (proposed by Amber Teleholding A/S)

3. Mr. Joakim Sundström (proposed by Amber Teleholding A/S)

4. Ms. Tiia Tuovinen (proposed by Amber Teleholding A/S)

5. Ms. Inga Skisaker (proposed by Amber Teleholding A/S)

6. Mr Jonas Pilkauskas (proposed by East Capital)

Malin Frenning (born in 1967) - member of the Board of TEO LT, AB since 26
April 2010, member of the Remuneration Committee. Employment: TeliaSonera AB
(publ) (Sweden), President of Business Area Broadband Services. Education:
Luleå University of Technology, Master of Science in Mechanical Engineering.
Current Board assignments: TeliaSonera Network Sales AB (Sweden), Chairwoman of
the Board; TeliaSonera International Carrier AB (Sweden), Chairwoman of the
Board; Teliasonera Skanova Access AB (Sweden), Chairwoman of the Board;
NextGenTel AS (Norway), Chairwoman of the Board; Elion Ettevõtted AS (Estonia),
Chairwoman of the Supervisory Council; ESRI S-Group AB (Sweden), member of the
Board. Has no direct interest in the share capital of TEO LT, AB. 

Lars Klasson (born in 1965). Employment: TeliaSonera AB (publ) (Sweden),
Broadband Business Area, Chief Technology Officer. Education: University of
Linköping, Master of Business Administration. Current Board assignments: AS
Eesti Telekom (Estonia), member of Supervisory Council; NextGenTel AS (Norway),
member of the Board. Has no direct interest in the share capital of TEO LT, AB. 

Joakim Sundström (born in 1959) - member of the Board of TEO LT, AB since 26
April 2007, Chairman of the Audit Committee. Employment: TeliaSonera AB (publ)
(Sweden) Business Area Broadband Services, Vice President of Business Control.
Education: Stockholm University (Sweden), Bachelor of Business Administration.
Current Board assignments: Lattelecom SIA (Latvia), member of the Supervisory
Council, member of the Audit Committee, and member of the Business Planning and
Finance Committee; TeliaSonera Network Sales AB (Sweden), member of the Board;
TeliaSonera Skanova Access Sales AB (Sweden), deputy member of the Board; Tilts
Communications A/S (Denmark), member of the Board. Has no direct interest in
the share capital of TEO LT, AB. 

Tiia Tuovinen (born in 1964) - member of the Board of TEO LT, AB since 28 April
2009, member of the Audit Committee. Employment: TeliaSonera Finland Oyj
(Finland), General Counsel for Broadband Services and Vice President for Real
Estates and Property Planning in Finland. Education: University College London
(United Kingdom), Master of Laws; University of Helsinki (Finland), Master of
Laws. Current Board assignments: Lattelecom SIA (Latvia), member of the
Supervisory Council; TeliaSonera Finland Oyj (Finland), member of the Board;
TeliaSonera International Carrier AB (Sweden), member of the Board; Tilts
Communications A/S (Denmark), member of the Board and Managing Director; Tectia
Oyj (Finland), member of the Board; Member of the Board of several real estate
companies in Helsinki, Finland. Has no direct interest in the share capital of
TEO LT, AB. 

Inga Skisaker (born in 1971). Employment: Nordea Bank Finland Plc Lithuania
Branch, General Manager. Education: Vilnius University, Master degree of
International Business Administration. Current Board assignments: Baltic
Management Institute, member of the Board; Investors Forum, member of the
Board. Has no direct interest in the share capital of TEO LT, AB. 

Jonas Pilkauskas (born in 1974). Employment: A partner in law firm TARK GRUNTE
SUTKIENĖ. Education: Vilnius University, Faculty of Law (Diploma, 1997). From
1995 to 1996 studied at the University of Swansea, Wales (United Kingdom) and
at John Marshall Law School in Chicago (U.S.A.). Current Board assignments:
Tiltra Group AB, Chairman of the Supervisory Council till 14 May 2010. Has no
direct interest in the share capital of TEO LT, AB. 

Following provisions of The Governance Code for the Companies Listed on the
NASDAQ OMX Vilnius stock exchange all elected members of the Board are regarded
as non-executive member of the Board, while Inga Skisaker and Jonas PIlkauskas
besides are regarded as independent members of the Board. 

- To authorise the General Manager of the Company to perform all above mention
decisions, 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. 



ENCL.:

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

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

- By-laws of TEO LT, AB.

- Curriculum Vitae of elected members of the Board.


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