TEO LT, AB - Notification on material event

Notice of the Extraordinary General Meeting of Shareholders to be held on 15 December 2016

The Extraordinary General Meeting of TEO LT, AB (code 121215434, registered
address: Lvovo str. 25, Vilnius, Lithuania) Shareholders will be held in a room
on the 23rd floor of TEO LT, AB headquarters, Lvovo str. 25, Vilnius,
Lithuania, at 13.00 on 15 December 2016. Registration will take place from
12.00 till 12.40. 

The meeting is convened by the initiative of the Board and following the
decision of the Board adopted on 23 November 2016. 

The General Meeting of Shareholders’ accounting day is 8 December 2016.

The shareholders’ proprietary rights accounting day is 30 December 2016.

Proposed Agenda:
1. Election of the Company’s auditor.
2. Regarding the approval of the reorganisation by way of merging AB Omnitel
and AB Baltic Data Center into TEO LT, AB. 
3. Regarding the change of TEO LT, AB name.
4. Regarding the approval of a new edition of the By-laws of the Company.
5. Regarding the implementation of decisions.

Shareholders who at the end of the General Meeting of Shareholders’ accounting
day, i.e. 8 December 2016, are shareholders of the Company will have a right to
participate and vote at the General Meeting of Shareholders personally or by
proxy, or to be represented by the person with whom an agreement on the
transfer of voting rights is concluded. 

A person attending the General Meeting of Shareholders and having a voting
right must bring with him/her a person’s identification document. A person who
is not a shareholder must additionally produce a document confirming his/her
right to vote at the Annual General Meeting of Shareholders. 

Each shareholder shall have a right, in the manner established by Law, to
authorise another (natural or legal) person on his/her behalf to attend and
vote at the General Meeting of Shareholders. At the General Meeting of
Shareholders, an authorised person shall have the same rights as would be held
by the shareholder or shareholders represented by him/her, unless the
authorized person's rights are limited by the power of attorney or by Law. The
authorised person must provide a power of attorney certified in the manner
established by Law. A power of attorney issued in a foreign state must be
translated into Lithuanian and legalised in the manner established by Law. The
Company does not establish special form of power of attorney. 

A shareholder or a person authorised by him/her shall have a right to vote in
writing in advance by filling in the General Voting Ballot. Upon a
shareholder's request, the Company, not later than 10 days before the General
Meeting, shall send the General Voting Ballot by registered mail free of
charge. A sample of the General Voting Ballot is also provided on the Company’s
website at www.teo.lt under the heading ‘Investor Relations’. The General
Voting Ballot, duly filled in and signed by the shareholder or a person, having
a voting right, and the document confirming the voting right (if any) must be
submitted to the Company in writing not later than on the last business day
before the General Meeting of Shareholders by sending them by registered mail
to TEO LT, AB, Lvovo str. 25, LT-03501 Vilnius, Lithuania, or by submitting
them to the Company on a business day (to the aforementioned address). 

The Company is not providing the possibility to attend and vote at the General
Meeting of Shareholders through electronic means of communication. 

Shareholder shall have the right to authorize through electronic communication
means another person (natural or legal) to participate and vote in the General
Meeting of Shareholders on shareholder’s behalf. No notarisation of such
authorization is required. The power of attorney issued through electronic
communication means must be confirmed by the shareholder with a safe electronic
signature developed by safe signature equipment and approved by a qualified
certificate effective in the Republic of Lithuania. The shareholder shall
inform the Company on the power of attorney issued through the means of
electronic communication by e-mail Giedre.Kaminskaite-Salters@teo.lt not later
than on the last business day before the General Meeting of Shareholders. The
power of attorney and notification shall be issued in writing. The power of
attorney and notification to the Company shall be signed with the electronic
signature but not the letters sent via e-mail. 

Persons, who at the end of the tenth business day following the General Meeting
that will adopt a respective decision, i.e. on 30 December 2016, (rights
accounting day) will be shareholders of the Company, shall have proprietary
rights. 

Each shareholder holding shares that grant at least 1/20 of all votes shall
have the right of proposing to supplement the agenda of the General Meeting of
Shareholders. Draft decisions on the proposed issues shall be submitted
together with the proposal or, if the decisions do not need to be approved,
explanations on each proposed issue of the General Meeting of Shareholders
shall be presented. Proposal to supplement the agenda must be presented in
writing by sending it by registered mail to TEO LT, AB, Lvovo str. 25, LT-03501
Vilnius, Lithuania, or by e-mail Giedre.Kaminskaite-Salters@teo.lt, or by
submitting it to the Company on the business days (to the before mentioned
address). The agenda will be supplemented if the proposal is received not later
than 14 days before the General Meeting of Shareholders. 

Each shareholder holding shares that grant at least 1/20 of all votes shall
have the right of proposing draft resolutions on the issues already included or
to be included in the agenda of the General Meeting of Shareholders, to
nominate additional candidates to the Board. The proposed draft decisions at
any time before the General Meeting of Shareholders must be presented in
writing by sending them by registered mail to TEO LT, AB, Lvovo str. 25,
LT-03501 Vilnius, Lithuania, or by e-mail Giedre.Kaminskaite-Salters@teo.lt, or
by submitting it to the Company on a business day (to the aforementioned
address). The shareholders shall also be entitled to propose draft resolutions
on the agenda issues of the General Meeting of Shareholders in writing during
the Meeting. 

The shareholders shall have the right to present questions related to issues on
the agenda of the General Meeting of Shareholders to the Company in advance in
writing, by providing the shareholder's (natural or legal person’s) personal
identification number, the natural person’s consent to process personal data –
personal identification number, in a letter  sent by registered mail. The
Company undertakes to respond if the questions are received not later than 3
business days before the General Meeting of Shareholders. Generic responses
shall be posted on the Company’s website www.teo.lt under the heading ‘Investor
Relations’. The Company will not respond personally to the shareholder if the
respective information is posted on the Company's website. 

The shareholders could get familiarised with the documents possessed by the
Company related to the agenda of the Meeting, including draft resolutions, and
other documents to be submitted to the General Meeting of Shareholders as well
as get information regarding execution of the shareholders’ rights at the
headquarters of TEO LT, AB, Lvovo str. 25, Vilnius, Lithuania, or on the
Company’s website at www.teo.lt under the heading ‘Investor Relations’. 

The total number of the Company’s shares and the number of shares granting
voting rights during the General Meeting of Shareholders is the same and
amounts to 582,613,138. ISIN code of the Company’s shares is LT0000123911. 

Additional information is provided by tel.: +370 5 236 7878 and on the web site
www.teo.lt. 




         Darius Džiaugys,
         Head of Investor Relations,
         tel. +370 5 236 7878