TEO LT, AB - Notification on material event

Draft decisions of the Annual General Meeting of Shareholders to be held on 26 April 2010

Draft agenda and draft decisions for the Annual General Meeting of TEO LT, AB
(hereinafter ‘the Company' or ‘TEO') shareholders to be held on 26 April 2010
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 2009 and presentation of the
consolidated annual report of the Company for the year 2009. 

Draft decision:

1) To approve the audited annual financial statements of the Company for the
year 2009. 
2) Consolidated annual report of the Company for the year 2009, prepared by the
Company, assessed by the auditors and approved by the Board of Directors is
presented. 


3. Allocation of the Company's profit of 2009.

Draft decision:

To allocate the Company's profit of the year 2009 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 166,075 thousand (EUR 48,099 thousand) to allocate
LTL 163,132 thousand (EUR 47,246 thousand) for the dividend payment for the
year 2009 or LTL 0.21 (EUR 0.061) dividend per share. For annual payments
(tantiemes) to seven members of the Board for the year 2009 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 10 May 2010. 

Following Lithuanian laws dividends for the year 2009 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:

To elect UAB PricewaterhouseCoopers as the Company's audit enterprise for the
period of two years to perform the audit of the financial statements of the
Company and group consolidated financial statements for the year 2010 and 2011,
and to make the assessment of the consolidated annual reports of the Company
for the year 2010 and 2011. 

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 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. Annulment of the Company's treasury shares.

Draft decision:

To annul 38,095,242 ordinary shares held by the Company by the ownership right,
of 1 litas par value each, ISIN code LT0000123911. 

Alternative:

Not to approve the annulment of the Company's treasury shares.


6. Sale of the Company's treasury shares.

Draft decision:

Not to approve the sale of the Company's treasury shares.

Alternative:

To sell 38,095,242 ordinary shares held by the Company by the ownership right,
of 1 litas par value each, ISIN code LT0000123911. 

The Board of the company shall establish the procedure and minimum price for
sale of the treasury shares and submit for approval by the General Meeting of
Shareholders until 30 June 2010. 


7. Reduction of the Company's authorised capital

Draft decision:

To reduce the Company's authorised capital from 814,912,760 litas to
776,817,518 litas. The purpose of reduction of the Company's authorised capital
- cancellation of the Company's treasury shares. The Company's authorised
capital shall be reduced by way of annulment of the Company's treasury shares
indicated in decision No. 5. 

Alternative:

Not to approve the reduction of the Company's authorised capital.
8. Amendments to the By-laws of the Company

Draft decision:

To amend the By-laws of the Company:

- to delete from the By-laws the address of the Company's registered office;
- to specify in the By-laws the amount of the authorised capital changed
pursuant to decision No. 7; 
- to amend the procedure for convocation of the General Meeting of Shareholders
by reference to the Law on Companies of the Republic of Lithuania; 
- to make other amendments in accordance to the current wordings of the Law on
Companies and other laws and to approve a new wording of the Company's By-laws
which is attached as Annex 2 hereto. 

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. 


9. Regarding the Company's registered office address

Draft decision:

The registered office of the Company shall be Savanorių pr. 28, LT-03501
Vilnius, Lithuania. 


10. Election of the Company's Board member.

Instead of Anders Gylder who resigns from the Board as of 26 April 2010, Amber
Teleholding A/S, the 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 26 April 2010 to elect Malin Frenning to the Board of the Company
for the current term of the Board. 

Malin Frenning (born in 1967) is Deputy Head of Business Area Broadband
Services at TeliaSonera AB (publ), Sweden. Education: Master of Science degree
in Mechanical Engineering from Luleå University of Technology, Sweden. Current
Board assignments: CEO/MD for TeliaSonera AB, Sweden, Network sales; CEO/MD for
TeliaSonera International Carrier AB, Sweden; MD for TeliaSonera International
Carrier Bulgaria EOOD, Bulgaria; MD for TeliaSonera International Carrier
Romania S.R.L, Romania; Chairman of the Board for TeliaSonera International
Carrier Russia, Russia; Board member of ESRI S-Group AB, Sweden. She 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 nominee upon election would be regarded as
non-executive member of the Board. 

Draft decision:

To elect to the Board of the Company for the present term of the Board [...]
proposed by [...]. 


11. Regarding implementation of decisions.

Draft decision:

To authorise the General Manager of the Company to perform all decisions
(1-10), 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,
Savanorių ave. 28, 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 2009. 
- Draft of Statement of the Company's Profit Allocation for the Year 2009.
- Curriculum Vitae's of Malin Frenning, a nominee to the Board.


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

Attachments:

teo_ifrs_report_2009_en_draft.pdf

auditors report_draft.pdf

draft_profit_allocation_2009.pdf

cv__malin frenning__en.pdf

draft by laws.pdf