TEO LT, AB - Notification on material event

Draft decisions of the Annual General Meeting of Shareholders to be held on 24 April 2012

Draft agenda and draft decisions for the Annual General Meeting of TEO LT, AB
(hereinafter ‘the Company' or ‘TEO') shareholders to be held on 24 April 2012
proposed by the Board of the Company: 

1. Information of the Company's auditor.

Taken for the information.



2. Approval of the annual consolidated financial statements of the Company for
the year 2011 and presentation of the consolidated annual report of the Company
for the year 2011. 

Draft decision:

1) To approve the audited annual consolidated financial statements of the
Company for the year 2011. 

2) Consolidated annual report of the Company for the year 2011, 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 2011.

Draft decision:

To allocate the Company's profit of the year 2011 according to the draft of
profit allocation presented for the Annual General Meeting of Shareholders. 

The Board proposes for the Annual General Meeting from the Company's
distributable profit of LTL 161,163 thousand (EUR 46,676 thousand) to allocate
LTL 155,364 thousand (EUR 44,997 thousand) for the dividend payment for the
year 2011 or LTL 0.20 (EUR 0.058) dividend per share. For annual payments
(tantiemes) to six members of the Board for the year 2011 to allocate LTL 324
thousand (EUR 93.8 thousand), i.e. LTL 54 thousand (EUR 15.6 million) 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 9 May 2012. 

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. Election of the Company's auditor.

Draft decision:

1) To elect UAB PricewaterhouseCoopers as the Company's audit enterprise for
the period of two years to perform the audit of the annual consolidated
financial statements of the Company for the year 2012 and 2013, and to make the
assessment of the consolidated annual reports of the Company for the year 2012
and 2013. 

2) To authorize the Company's general manager to conclude the agreement for
audit services, establishing the payment for services as agreed between the
parties but in any case not more than 480,000 (four hundred eighty thousand)
litas (VAT excluded) for the audit of the Company's annual consolidated
financial statements for the two financial years and assessment of the
Company's consolidated annual reports (i.e. 240,000 (two hundred forty
thousand) litas (VAT excluded) per each financial year). 



5. Regarding implementation of decisions.

Draft decision:

To authorise the General Manager of the Company to implement all decisions
(2-4), 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 2011. 

- Draft of Statement of the Company's Profit Allocation for the Year 2011.


         Egle Gudelyte-Harvey,
         Director of Corporate Administration and Legal Affairs Unit,
         tel. +370 5 236 7292

Attachments:

2011_Consolidated_Report.pdf

2011_profit_allocation_draft.pdf

2011_auditors_report_draft.pdf

2011_IFRS_report.pdf