TEO LT, AB - Notification on material event

Supplement of the AGM agenda and proposed draft decisions

On 14 April 2011, TEO LT, AB (hereinafter ‘the Company' or ‘TEO') from the
shareholders of the Company - East Capital Asset Management AB acting on behalf
of East Capital Baltic Fund and East Capital Eastern European Fund; East
Capital Explorer Investment AB; East Capital (Lux) Convergence Eastern European
Fund; East Capital (Lux) Eastern European Fund and KJK Management SA, acting on
behalf of KJK Fund SICAV-SIF, that jointly hold 81 422 720 ordinary registered
shares of TEO LT, AB, which constitute 10.48 % of all the shares issued by the
Company and voting rights carried by them, (hereinafter jointly referred to as
‘the Shareholders') received a request on supplementing the agenda of an
ordinary General Meeting of Shareholders of TEO LT, AB to be held on 28 April
2011. 

The Shareholders requests to include an additional item in the agenda of the
Meeting, i.e. on reduction of the authorised capital of the Company for payment
of Company's funds to the shareholders of the Company. 

Following the Shareholders' request, the following supplemented agenda is
proposed for the Annual General Meeting of TEO LT, AB (code 1212 15434,
registered address: Lvovo str. 25, Vilnius, Lithuania) Shareholders that will
be held at room on the 23rd floor of TEO LT, AB headquarters, Lvovo str. 25,
Vilnius, Lithuania, at 13.00 on 28 April 2011: 

1. Information of the Company's auditor.

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. 

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

4. On reduction of the authorised capital of the Company for payment of
Company's funds to the shareholders of the Company. 

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

6. Regarding the Company's obligatory reserve.

7. Recall of the Company's Board members.

8. Election of the Company's Board members.

9. Regarding implementation of decisions.



The Shareholders proposed the following draft decision for the supplemented
agenda item on reduction of the authorised capital of the Company for payment
of Company's funds to the shareholders of the Company: 

“With regard to the fact that currently the Company has accumulated more than
LTL 205 million of cash funds, which are kept in time deposits and are not used
in the Company's activity, to reduce the authorised capital of the Company for
payment of Company's funds to the shareholders of the Company: 

  1. the authorised capital of the Company shall be reduced by LTL 120,000,000
     (one hundred twenty million litas), i.e. from LTL 776,817,518 (seven
     hundred seventy six million eight hundred seventeen thousand five hundred
     eighteen litas) to LTL 656,817,518 (six hundred fifty six million eight
     hundred seventeen thousand five hundred eighteen litas);
  2. the authorised capital of the Company shall be reduced by cancelling
     120,000,000 (one hundred twenty million) ordinary registered shares of LTL
     1 (one litas) par value each;
  3. the number of shares held by each shareholder shall be cancelled in
     proportion to the amount of the authorised capital reduced;
  4. money for cancelled shares in the Company shall be paid to the Company's
     shareholders no later than within 1 (one) month after the registration of
     the amended Articles of Association of the Company with the Register of
     Legal Entities.

 The Board and the General Manager of the Company are obliged to ensure that
the Company obtain, no later than within 10 (ten) days after the date of
adoption of this resolution, consent of all the creditors of the Company
against which the Company has long-term liabilities for reduction of the
authorised capital of the Company. Upon failure to obtain consent of all or a
part of the creditors of the Company within the established term, the Company
shall fully settle accounts with these creditors within the term indicated
above.” 



Also the Shareholders proposed an alternative draft resolution of the agenda
item on amendment of the By-laws of the Company: 

“To amend paragraphs 1) and 2) of Clause 5.1. of the Articles of Association of
the Company and to set forth to be read as follows: 
1) The authorised capital of the Company shall be equal to LTL 656,817,518 (six
hundred fifty six million eight hundred seventeen thousand five hundred
eighteen litas. 
2) The authorised capital of the Company shall be divided into 656,817,518 (six
hundred fifty six million eight hundred seventeen thousand five hundred
eighteen litas ordinary registered shares of LTL 1 (one litas) par value each. 

To amend paragraph 1) of Clause 9.1. of the Articles of Association of the
Company and to set forth to be read as follows: 
“Members of the Board in corpore shall be a joint management body of the
Company. The Board shall consist of 6 (six) members of the Board. The members
of the Board shall be elected for 2 (two) years. The Board shall elect the
chairperson of the Board for 2 (two) years from among themselves.” 

2) To approve the recast Articles of Association of the Company, to be attached
hereto as Annex No. 2. 

3) The General Manager of the Company shall be authorised to sign the recast
Articles of Association and to apply to a notary public and the Register of
Legal Entities and sign all related documents for registration of the recast of
the Articles of Association.” 



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.:

- The Shareholders' request on supplementing the agenda of an ordinary General
Meeting of Shareholders of TEO LT, AB to be held on 28 April 2011. 

- Draft of the Company's By-laws proposed by the Shareholders.


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

Attachments:

Request on supplementing the agenda of a General Meeting of shareholders (TEO LT)(2011-04-14).pdf

By_laws_2011_alternative.pdf