Decisions of the Annual General Meeting of Shareholders held on 27
April 2023
The Annual General Meeting of Telia
Lietuva, AB (hereinafter ‘the Company’ or ‘Telia Lietuva’)
shareholders was held on 27 April 2023.
The Annual General Meeting of Telia
Lietuva decided:
- To approve the audited annual financial
statements of the Company for the year 2022. 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 to the
shareholders.
- To allocate the Company’s profit for the year
2022: 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.
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 Telia Lietuva, AB on 12 May 2023.
Following the Law on Companies the Company
should pay dividends within the one month following the day on
which the decision on profit distribution was adopted. The Company
plans to pay out dividends for the year 2022 on 25 May 2023.
Following Lithuanian laws dividends 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 15 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.
- To approve the Company’s Remuneration Report
for the year 2022.
- 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. 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.
- 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) Ms.
Agneta Magdalena Wallmark (proposed by Telia Company AB)2) Mr. Dan
Olov Strömberg (proposed by Telia Company AB)3) Mr. Claes Johan
Ingemar Nycander (proposed by Telia Company AB)4) Mr. Hannu-Matti
Mäkinen (proposed by Telia Company AB)5) Ms. Leda Iržikevičienė (as
an independent member of the Board proposed by Telia Company AB)6)
Mr. Mindaugas Glodas (as an independent member of the Board
proposed by Telia Company AB)
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 elected members of the Board are regarded as
non-executive members of the Board, and Leda Iržikevičienė and
Mindaugas Glodas are regarded as independent members of the
Board.
- To authorise the CEO of the Company to
implement all adopted decisions, 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.
ENCL.: - Telia Lietuva, AB Annual and
Sustainability Report, Financial Statements and Independent
Auditor’s Report for the year ended 31 December 2022- The Company’s
Profit Allocation for the year 2022- The Company’s Remuneration
Report for the year 2022- Curriculum Vitae (CV) of elected members
of the Board.
Darius Džiaugys, Head of Investor Relations, tel. +370 5 236
7878, e-mail: darius.dziaugys@telia.lt
- Telia_Lietuva_2022_Profit_Allocation_Statement
- Telia_Lietuva_2022_Remuneration_Report
- CV_Dan Strombeg_EN_2023
- 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
- Telia Lietuva_2022_Annual and Sustainability Reports_Financial
Statements
Telia Lietuva Ab (LSE:0G8J)
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De Abr 2024 a May 2024
Telia Lietuva Ab (LSE:0G8J)
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De May 2023 a May 2024
