Draft decisions of the Annual General Meeting of Shareholders to be
held on 27 April 2023
Draft agenda and draft decisions for the Annual
General Meeting of Telia Lietuva, AB (hereinafter ‘the Company’ or
‘Telia Lietuva’) shareholders to be held on 27 April 2023 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 for the year 2022 and presentation of the
annual report of the Company for the year 2022.
Draft decision:1) To approve the audited annual
financial statements of the Company for the year 2022.2) The annual
report of the Company for the year 2022, prepared by the Company,
assessed by the auditors and approved by the Board, was
presented.
3. Allocation of the Company’s profit
for the year 2022.
Draft decision: To allocate the Company’s profit
for the year 2022 in line with the proposal for profit allocation
as presented to the Annual General Meeting of Shareholders.
From the Company’s distributable profit of EUR
142,336 thousand to allocate EUR 34,957 thousand for the payment of
dividends for the year 2022, i.e. EUR 0.06 dividend per share, and
carry forward to the next financial year an amount of EUR 107,379
thousand as retained earnings (undistributed profit).
To allocate EUR 25,000 for tantiems for the year
2022 to two independent members of the Board: Dovilė Grigienė
(resigned from the Board on 15 December 2022) – EUR 7,500 and
Mindaugas Glodas – EUR 17,500.
4. Approval of the Company’s
Remuneration Report for the year 2022.
Draft decision:To approve the Company’s
Remuneration Report for the year 2022.
5. Election of the Company’s auditor
Draft decision:1) To elect UAB Deloitte Lietuva
as the Company’s audit enterprise to perform the audit of the
annual financial statements of the Company for the year 2023 and
2024, and to assess the annual report of the Company for the year
2023 and 2024.2) To authorize the CEO of the Company to conclude
the agreement for audit of the Company’s annual financial
statements and the assessment of the annual report, establishing
the payment for audit services as agreed between the parties but in
any case, not more than 420,000 (four hundred twenty thousand) euro
(VAT excluded) for two financial years.
6. Election of the Company’s Board
members.
Draft decision:Taking into consideration that
the current term of the Company’s Board expires on 27 April 2023,
to elect to the Board of the Company for the two-year term of the
Board:1) ________________ (proposed by [...]).2) ________________
(proposed by [...]).3) ________________ (proposed by [...]).4)
________________ (proposed by [...]).5) ________________ (proposed
by [...]).6) ________________ (proposed by [...]).
Telia Company AB, as a shareholder of Telia
Lietuva, AB holding 88.15 per cent of the Company’s shares and
votes, proposes to the Annual General Meeting of Shareholders to be
held on 27 April 2023 in Vilnius, Lithuania, the following nominees
to be elected to the Board of Telia Lietuva, AB for the two-year
term of the Board:
- Ms. Agneta Magdalena Wallmark
- Mr. Dan Olov Strömberg
- Mr. Claes Johan Ingemar Nycander
- Mr. Hannu-Matti Mäkinen
- Ms. Leda Iržikevičienė (as an independent member of the
Board)
- Mr. Mindaugas Glodas (as an independent member of the
Board)
Agneta Wallmark (born in 1960)
– member of the Board of Telia Lietuva since 25 April 2018
(nominated by Telia Company AB), Chair of the Audit Committee.
Employment – Telia Company AB (Sweden), Vice President & Head
of Group Treasury. Education: Stockholm School of Economics
(Sweden), B. Sc. Econ with special focus on Accounting and Finance
and Stockholm University (Sweden), LL M with special focus on Tax
and Economics. Current Board assignments: Telia Insurance AB
(Sweden), Chair of the Board, Swedish Pension Fund of Telia
(Sweden), member of the Board, Andra AP-fonden (Sweden), member of
the Board & Chair of Risk Committee, Skandia Life Insurance
(Mutual) (Sweden), Chair of Nomination Committee for General
Council elections. Has no direct interest in the share capital of
Telia Lietuva.
Dan Strömberg (born in 1958) –
Chair of the Board from 3 April 2023, member of the Board of Telia
Lietuva from 16 March 2023 (nominated by Telia Company AB).
Employment – Telia Company AB (Sweden), Senior Vice President &
Head of cluster Lithuania, Estonia and Denmark (LED). Education:
IHM/Stockholm University (Sweden), Finance, and IHM Business School
(Sweden), Marketing. Involvement in activities of other entities –
Telia Eesti AS (Estonia), Chair of the Supervisory Council. Has no
direct interest in the share capital of Telia Lietuva.
Claes Nycander (born in 1963) –
member of the Board of Telia Lietuva since 29 April 2014 (nominated
by Telia Company AB), Chair of the Remuneration Committee.
Employment: Telia Company AB (Sweden), Vice President & Head of
Chief Operating Officer Office & member of LED (Lithuania,
Estonia, Denmark) Management at Common Products and Services (CPS).
Education: Uppsala University (Sweden), Master of Business and
Administration, Stanford University Palo Alto (U.S.A.), Master of
Science in Electrical Engineering, Institute of Technology at
University of Linköping (Sweden), Master of Science in Electrical
Engineering, and University of Linköping (Sweden), Bachelor of
Science in Mathematics. Is involved in activities of number of the
Boards and the Supervisory Councils of companies belonging to Telia
Company AB Group. Has no direct interest in the share capital of
Telia Lietuva.
Hannu-Matti Mäkinen (born in
1970) – member of the Board of Telia Lietuva since 25 April 2018
(nominated by Telia Company AB), member of the Remuneration
Committee. Employment – Telia Company AB (Sweden), Chief Legal
Counsel, Telia Asset Management. Education: University of Arizona
(U.S.A), College of Law, LL.M (Masters of Laws) in International
Trade Law, and University of Lapland (Finland), School of Law, LL.B
(Bachelor of Laws) and LL.M (Masters of Laws) in Finnish and
EU-Law. Is involved in activities of number of the Boards and the
Supervisory Councils of companies belonging to Telia Company AB
Group. Has no direct interest in the share capital of Telia
Lietuva.
Leda Iržikevičienė (born in
1973) – an independent member of the Board of Telia Lietuva since
16 March 2023 (as independent member of the Board nominated by
Telia Company AB), member of the Audit Committee. Employment – Head
of OP Corporate Bank (Finland) branch in Lithuania. Education:
Baltic Management Institute (Lithuania), Executive Master of
Business Administration (EMBA), and Vilnius University (Lithuania),
Bachelor’s degree in business administration and Master’s degree in
business administration. Involvement in activities of other
entities – Association “Lyderė“ (Lithuania), member of the Board.
Has no direct interest in the share capital of Telia
Lietuva.
Mindaugas Glodas (born in 1972)
– an independent member of the Board of Telia Lietuva since 25
April 2018 (as independent member of the Board nominated by Telia
Company), member of the Audit and Remuneration Committees.
Employment: NRD Companies AS (Norway), General Manager, Norway
Registers Development AS (Norway), General Manager, and Norway
Registers Development AS Lithuanian branch, General Manager.
Education: University of Antwerp, Centre for Business
Administration UFSIA (Belgium), Master of Business Administration
(MBA), and Vilniaus University, Faculty of Economics (Lithuania),
Bachelor of Business Administration (BBA). Involvement in
activities of other entities: Association Žinių Ekonomikos Forumas
(Lithuania), member of the Council, Lithuanian National Committee
of the United Nations Children's Fund, Chair of the Board,
Association INFOBALT (Lithuania), member of the Board and Vice
President, MB Vox Proxima (Lithuania), member of partnership (50
per cent) and UAB Privacy Partners Group, shareholder (39 per
cent). Has no direct interest in the share capital of Telia
Lietuva.
All candidates upon election to the Board will
be regarded as non-executive members of the Board, and Leda
Iržikevičienė and Mindaugas Glodas will be regarded as independent
members of the Board.
7. Regarding the implementation of
decisions.
Draft decision:To authorise the CEO of the
Company to implement all decisions (2-6), sign all the related
documents and conclude all the transactions required for the
implementation of the aforementioned decisions. The CEO of the
Company shall be entitled to authorise any other person to perform
the aforementioned actions and to sign the aforementioned
documents.
The documents possessed by the Company related
to the agenda of the Meeting, including draft resolutions, are
available at the headquarters of Telia Lietuva, Saltoniškių str.
7A, Vilnius, Lithuania, or at the Company’s internet website
www.telia.lt.
ENCL.: - Telia Lietuva, AB Annual and
Sustainability Report, Financial Statements and Independent
Auditor’s Report for the year ended 31 December 2022- Draft of the
Company’s Profit Allocation for the year 2022- The Company’s
Remuneration Report for the year 2022- Curriculum Vitae (CV) of
candidates to the Board.- General Voting Ballot
Darius Džiaugys, Head of Investor Relations, tel. +370 5 236
7878, e-mail: darius.dziaugys@telia.lt
- Telia Lietuva_2022_Annual and Sustainability Reports_Financial
Statements
- Telia_Lietuva_2022_Profit_Allocation_draft
- Telia_Lietuva_2022_Remuneration_Report
- CV_Hannu_Matti_Makinen_EN_2023
- CV_Leda Iržikevičienė_EN_2023
- CV_Mindaugas_Glodas_EN_2023
- CV_Agneta_Wallmark_EN_2023
- CV_Claes_Nycander_EN_2023
- CV_Dan Strombeg_EN_2023
- 2023 04
27_Telia_Lietuva_balsavimo_biuletenis_Voting_ballot
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