TEO LT, AB - Notification on material event

Draft agenda and draft decisions for the Annual General Meeting to be held on 28 April 2009

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 2009
proposed by the Board of the Company: 

1. Information of the Company's auditors.

Taken for the information.

2. Approval of the Company's annual financial statements and presentation of
the Consolidated Annual Report of the Company. 

Draft decision:

1) To approve audited Company's annual financial statements for the year 2008,
prepared according to the International Financial Reporting Standards. 
2) Presented Consolidated Annual Report of the Company for the year 2008,
prepared by the Company, assessed by the auditors and approved by the Board of
Directors. 

3. Allocation of the Company's profit for the year 2008.

Draft decision:
To allocate the Company's profit of the year 2008 according the draft of profit
allocation presented for Annual General Meeting of Shareholders. 

The Board proposes for the Annual General Meeting from the Company's
distributable profit of LTL 183,376 thousand (EUR 53,109 thousand) to allocate
LTL 178,668 thousand (EUR 51,746 thousand) for the dividend payment for the
year 2008 or LTL 0.23 (EUR 0.067) dividend per share. For annual payments
(tantiemes) to the members of the Board for the year 2008 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 will be
on the Shareholders' List of the Company, i.e. will be shareholders of TEO LT,
AB on 13 May 2009. 

The Trading Rules of the NASDAQ OMX Vilnius stock exchange stipulate that the
right of ownership of securities transferred via transactions on the central
market is to be passed on the day of settlement for the transaction on the
central market, i.e. the third business day after conclusion of the
transaction. 

Following Lithuanian laws dividends for the year 2008 paid to natural
persons-residents of the Republic of Lithuania are subject to withholding
Personal income tax of 20 per cent and Compulsory Health Insurance tax of 6 per
cent (in total 26 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 20 per cent, unless otherwise provided for
by the laws. Dividends paid to natural persons-residents of foreign countries
are subject to withholding Personal income tax of 20 per cent. 

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. Election of the Company's Board members.

Upon termination of the two-years term of the Board that was elected at the
Annual General Meeting of Shareholders on 26 April 2007, Amber Teleholding A/S,
the largest shareholder of TEO LT, AB, which owns 60 per cent of the Company's
share capital, proposed to the Annual General Meeting of Shareholders to be
held on 28 April 2009 to elect to the Board of the Company the following
nominees: 
1. Mr Håkan Dahlström
2. Mr Anders Gylder
3. Mr Ove Alm
4. Mr Joakim Sundström
5. Ms Tiia Tuovinen
6. Mr Lars Ohnemus (independent candidate) 
7. Mr Martynas Česnavičius (independent candidate)

Håkan Dahlström (born in 1962) - President of Business Area Broadband Services,
TeliaSonera AB (Sweden). Education: Master of Engineering in Computer
Technology from Linköping University ( Sweden) and Master of Science in Digital
Technology from Heriot Watt University (Scotland). Current Board assignments:
Nextgentel AS (Norway), Chairman of the Board; TeliaSonera Skanova Access AB
(Sweden), Chairman of the Board; TeliaSonera International Carrier AB (Sweden),
Chairman of the Board; TeliaSonera Sverige AB (Sweden), member of the Board.
Has no direct interest in the share capital of TEO LT, AB. 

Anders Gylder (born in 1950) - Executive Vice President of Business Area
Broadband Services, TeliaSonera AB (Sweden), member of the Board of TEO LT, AB
from 26 April 2007, member of the Remuneration Committee of the Board.
Education: Master of Science in Engineering from Linköping Institute of
Technology (Sweden). Current Board assignments: Lattelecom SIA (Latvia), Deputy
Chairman of the Supervisory Council, member of Remuneration Committee, and
Business Planning and Finance Committee; Amber Teleholding A/S (Denmark),
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. 

Ove Alm (born in 1959) - Head of Product and Production of Business Area
Broadband Services, TeliaSonera AB (Sweden), member of the Board of TEO LT, AB
from 26 April 2007. Education: Master of Business Administration from
International Business from University of Uppsala (Sweden) and Master of
Science, Engineering Physics, from Royal Institute of Technology (KTH),
Stockholm (Sweden). Current Board assignments: Lattelecom SIA (Latvia), member
of the Supervisory Board; NextGenTel Holding ASA (Norway), member of the Board.
Has no direct interest in the share capital of TEO LT, AB. 

Joakim Sundström (born in 1959) - Vice President of Business Control of
Business Area Broadband Services, TeliaSonera AB (Sweden), member of the Board
of TEO LT, AB from 26 April 2007, member of the Audit Committee of the Board.
Education: Bachelor of Business Administration from Stockholm University
(Sweden). Current Board assignments: Lattelecom SIA (Latvia), member of the
Supervisory Board, member of the Audit Committee, and member of the Business
Planning and Finance Committee; Sergel Kredittjanster AB (Sweden), member of
the Board; TeliaSonera Skanova Access 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) - General Counsel for Broadband Business Area
Services and for Business Services of TeliaSonera AB (Sweden); Vice President
for Legal Affairs and Real Estates and Property Planning of TeliaSonera Finland
Oyj (Finland). Education: Master of Laws from University College London (United
Kingdom) and Master of Laws from University of Helsinki (Finland). Current
Board assignments: member of the Board of SIA Lattelecom (Latvia), TeliaSonera
Finland Oyj (Finland), TeliaSonera International Carrier AB (Swden) and member
of the Board and managing director of Tilts Communications A/S (Denmark) and
several real estate companies in Helsinki, Finland. Has no direct interest in
the share capital of TEO LT, AB. 

Lars Ohnemus (born in 1962) - Managing Director of Baltic Property Trust
Partner Services A/S (Denmark); Visiting Assoc. Professor of Baltic Management
Institute (Lithuania) and Copenhagen Business School (Denmark). Education:
Bachelor degree in Finance & Administration and Master degree in Corporate
Finance and Marketing from Copenhagen Business School (Denmark). Current Board
assignments: member of the Board of Baltic Management Institute (Lithuania),
RetNemt.dk (Denmark), Baltic Property Trust Asset Management (Denmark). Has no
direct interest in the share capital of TEO LT, AB. 

Martynas Česnavičius (born in 1972) - Advisor of Investment funds Amber Trust I
and Amber Trust II (Luxemburg), member of the Board of TEO LT, AB from 9
February 2009, member of the Audit Committee of the Board. Education: Diploma
in Banking and Finance from Vilnius University. Current Board assignments: UAB
Malsena Plius, Chairman of the Board; AB Amilina, member of the Board; AB Kauno
Pieno Centras, member of the Board; AB Sanitas, member of the Board; AB Snaigė,
member of the Board; UAB Atradimų Studija, member of the Board; UAB Laisvas
Nepriklausomas Kanalas, member of the Board; UAB Litagros Prekyba, member of
the Board; UAB Meditus, member of the Board; UAB Sidabra, member of the Board.
UAB Profinance, a company where Martynas Česnavičius has a 50 per cent stake,
holds 45,000 shares of TEO LT, AB that accounts to 0.0055 per cent of the share
capital and gives 0.0058 per cent of votes. Also he has 31 per cent stake in
UAB Atradimų Studija. 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 nominees upon election would be regarded
as non-executive member of the Board, while Lars Ohnemus and Martynas
Česnavičius besides would be regarded as independent members of the Board. 

Draft decision:
To elect to the Board of the Company for a 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 __________________,
7. _________________, proposed by __________________.

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,
Savanorių ave. 28, Vilnius, Lithuania, or at the Company's internet website
www.teo.lt. 

ENCL.:
- TEO LT, AB Financial Statements, Consolidated Annual and Independent
Auditor's Report for the Year Ended 31 December 2008 
- Statement of the Company's Profit Allocation for the Year 2008
- Curriculum Vitae's of nominees to the Board

Eglė Gudelytė-Harvey, 
Director of Corporate and Legal Affairs Unit, 
tel. +370 5 236 7292

Attachments:

cv - anders gylder_en.pdf

cv - ove alm_en.pdf

cv - hakan dahlstrom_en.pdf

cv - joakim sundström_en.pdf

2008_ifrs_en.pdf

cv - lars ohnemus_en_.pdf

cv - tiia tuovinen_en.pdf

profit allocation 2008.pdf

cv - martynas cesnavicius_en.pdf