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2010-04-26 15:15:00 CEST 2010-04-26 15:15:05 CEST REGULATED INFORMATION TEO LT, AB - Notification on material eventDecisions of the Annual General Meeting of ShareholdersThe Annual General Meeting of TEO LT, AB (hereinafter ‘the Company' or ‘TEO') shareholders held on 26 April 2010 decided: - To approve the audited annual financial statements of the Company for the year 2009. 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 was presented to shareholders. - 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: 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. The Company plans to pay dividends for the year 2009 on 25 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). - 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). - To annul 38,095,242 ordinary shares held by the Company by the ownership right, of 1 litas par value each, ISIN code LT0000123911. - Not to approve the sale of the Company's treasury shares. - 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. - To amend the By-laws of the Company: (1) to delete from the By-laws the address of the Company's registered office; (2) to specify in the By-laws the reduced amount of the authorised capital; (3) to amend the procedure for convocation of the General Meeting of Shareholders by reference to the Law on Companies of the Republic of Lithuania; (4) 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. The General Manager of the Company is 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. - The registered office of the Company is Savanorių pr. 28, LT-03501 Vilnius, Lithuania. Not earlier than 1 July 2010 and not later than 31 December 2010 the registered office of the Company shall be transferred to Lvovo g. 25, LT-09320, Vilnius, Republic of Lithuania. To authorise the General Manager of the Company to establish the exact date of transfer of the Company‘s registered office and apply to the Register of Legal Persons for registration of transferred office of the Company. - To elect to the Board of the Company for the present term of the Board Malin Frenning proposed by Amber Teleholding A/S. 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 Malin Frenning is regarded as non-executive member of the Board. - To authorise the General Manager of the Company to perform all decisions of the General Meeting of Shareholders, sign all the related documents and conclude all the transactions required for implementation of the decisions. The General Manager of the Company is 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 2009. - Statement of the Company's Profit Allocation for the Year 2009. - Curriculum Vitae's of Malin Frenning. Eglė Gudelytė-Harvey, Director of Corporate Administration and Legal Affairs Unit, tel. +370 5 236 72 92. |
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