TEO LT, AB - Notification on material event

Terms of merger of TEO LT, AB, AB Omnitel and AB Baltic Data Center

On 9 June 2016, the Boards of TEO LT, AB and its subsidiaries – AB Omnitel and
AB Baltic Data Center – approved the Terms of Merger of TEO LT, AB (hereinafter
– TEO), AB Omnitel (hereinafter – OMNITEL) and AB Baltic Data Center
(hereinafter – BDC). 

Based on the Terms of Merger, TEO, OMNITEL and BDC undergo merger pursuant to
Part 3 of Article 2.97 of the Civil Code of the Republic of Lithuania by the
way of merger of OMNITEL, which after the merger shall terminate its activities
as a legal entity, and BDC, which after the merger shall terminate its
activities as a legal entity, into TEO, which after the merger shall continue
activities engaged by TEO, OMNITEL and BDC. 

TEO, the company involved in merger:
• name of a legal entity – TEO LT, AB;
• legal form of a legal entity – public limited liability company;
• registered address of a legal entity – Lvovo str. 25, Vilnius, the Republic
of Lithuania; 
• registration number of a legal entity – 121215434;
• register with which data about a legal entity is gathered and kept – the
Register of Legal Entities of the Republic of Lithuania, administrator; 
• value-added tax payer’s code – LT212154314;
• authorised capital amounts to EUR 168,957,810.02;
• authorised capital is divided into 582,613,138 ordinary registered shares
with nominal value of EUR 0.29 each; 
• amount of paid-up authorised capital – EUR 168,957,810.02.

OMNITEL, the company being merged:
• name of a legal entity – AB „OMNITEL“;
• legal form of a legal entity – public limited liability company;
• registered address of a legal entity – T. Ševčenkos str. 25, Vilnius, the
Republic of Lithuania; 
• registration number of a legal entity – 110305282;
• register with which data about a legal entity is gathered and kept – the
Register of Legal Entities of the Republic of Lithuania, administrator; 
• value-added tax payer’s code – LT103052811;
• authorised capital amounts to EUR 11,509,777.81;
• authorised capital is divided into 39,688,889 ordinary registered shares with
nominal value of EUR 0.29 each. 

BDC, the company being merged:
• name of a legal entity – AB „BALTIC DATA CENTER“;
• legal form of a legal entity – public limited liability company;
• registered address of a legal entity – Žirmūnų str. 141, Vilnius, the
Republic of Lithuania; 
• registration number of a legal entity – 125830791;
• register with which data about a legal entity is gathered and kept – the
Register of Legal Entities of the Republic of Lithuania, administrator; 
• value-added tax payer’s code – LT258307917;
• authorised capital amounts to EUR 289,600;
• authorised capital is divided into 10,000 ordinary registered shares with
nominal value of EUR 28.96 each. 

Taking into consideration, that TEO is a sole owner of OMNITEL and BDC, merger
of TEO, OMNITEL and BDC shall be implemented under simplified merger procedure
in accordance with Article 2.103 of the Civil Code of the Republic of Lithuania
and Article 70 of the Law on Companies of the Republic of Lithuania. 

No new legal entity shall be established as a result of merger. During merger
shares of OMNITEL and BDC shall not be exchanged to shares of TEO. Authorised
capital of TEO shall not be increased. 

During the process of merger, TEO, continuing after the merger, shall assume
all assets, rights and obligations of OMNITEL. TEO shall assume OMNITEL assets,
rights and obligations under the terms, conditions and in accordance with the
procedure set forth in these Terms of Merger based on the transfer-acceptance
act(s). Assets, rights and obligations (including rights and obligations under
transactions) of OMNITEL shall be transferred to TEO as of the moment of
execution of the OMNITEL Transfer-Acceptance Act and shall be deemed assumed by
TEO as of the same moment, unless otherwise stated in the OMNITEL
Transfer-Acceptance Act. 

All and any transactions of OMNITEL concluded before the moment of execution of
the OMNITEL Transfer-Acceptance Act shall after the execution of the OMNITEL
Transfer-Acceptance Act be deemed as transactions of TEO and shall be recorded
in the books of TEO, unless otherwise stated in the OMNITEL Transfer-Acceptance
Act. 

During the process of merger, TEO, continuing after the merger, shall assume
all assets, rights and obligations of BDC. TEO shall assume BDC assets, rights
and obligations under the terms, conditions and in accordance with the
procedure set forth in these Terms of Merger based on the transfer-acceptance
act(s). Assets, rights and obligations (including rights and obligations under
transactions) of BDC shall be transferred to TEO as of the moment of execution
of the BDC Transfer-Acceptance Act and shall be deemed assumed by TEO as of the
same moment, unless otherwise stated in the BDC Transfer-Acceptance Act. 

All and any transactions of BDC concluded before the moment of execution of the
BDC Transfer-Acceptance Act shall after the execution of the BDC
Transfer-Acceptance Act be deemed as transactions of TEO and shall be recorded
in the books of TEO, unless otherwise stated in the BDC Transfer-Acceptance
Act. 



ENCL. Terms of merger of TEO LT, AB, AB Omnitel and AB Baltic Data Center




         Paulius Pakutinskas,
         Senior Legal Adviser,
         tel. +370 5 236 7330

Attachments:

Teo_Omnitel_BDC_reorganizavimo_salygos_merger_terms.pdf