Draft decisions of the Annual General Meeting of Shareholders to be held on 26 April 2024

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 26 April 2024 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 2023 and presentation of the annual report of the Company for the year 2023.

Draft decision:
1) To approve the audited annual financial statements of the Company for the year 2023.
2) The annual report of the Company for the year 2023, 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 2023.

Draft decision:
To allocate the Company’s profit for the year 2023 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 170,974 thousand to allocate EUR 52,435 thousand for the payment of dividends for the year 2023, i.e. EUR 0.09 dividend per share, and carry forward to the next financial year an amount of EUR 118,539 thousand as retained earnings (undistributed profit).

To allocate EUR 37 thousand for tantiemes for the year 2023 to two independent members of the Board – Leda Iržikevičienė and Mindaugas Glodas – EUR 18.5 thousand each.

4. Approval of the Company’s Remuneration Report for the year 2023.

Draft decision:
To approve the Company’s Remuneration Report for the year 2023.

5. Approval of new edition of the Company’s CEO and Board members remuneration policy.

Draft decision:
To approve new edition of the Company’s CEO and Board members remuneration policy.

6. Regarding the Company’s auditor.

Draft decision:
Taking into consideration that UAB Deloitte Lietuva has audited Telia Lietuva, AB for 10 years and Telia Company, a parent company of Telia Lietuva, has chosen KPMG as the audit enterprise,
1) to recall UAB Deloitte Lietuva as the Company’s audit enterprise to perform the audit of the annual financial statements of the Company for the year 2024, and to assess the annual report of the Company for the year 2024,
2) to elect KPMG Baltics, UAB as the Company’s audit enterprise to perform the audit of the annual financial statements of the Company for the year 2024 and 2025, and to assess the annual report of the Company for the year 2024 and 2025,
3) 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.

7. Election of the Company’s Board members.

Draft decision:
Taking into consideration that Dan Olov Strömberg, Chair of the Board, has resigned from the Board as of 25 April 2024, for the current term of the Company’s Board, i.e. till 27 April 2025, to elect to the Board of the Company ____________ (proposed by [...]).

Telia Company AB, as a shareholder of Telia Lietuva, AB holding 88.15 per cent of the Company’s shares and votes, for the forthcoming Annual General Meeting of Shareholders to be held on 26 April 2024 proposes to elect Mr. Per Stefan Backman to the Board of Telia Lietuva, AB for the current term of the Board.

Stefan Backman is Executive Vice President, Group General Counsel and Head of Corporate Affairs at Telia Company AB. Education: Master of Laws from the University of Uppsala, Sweden.

Upon election to the Board of Telia Lietuva, AB Stefan Backman will be regarded as non-executive members of the Board. Stefan Backman has no direct interest in the share capital of Telia Lietuva.

8. Regarding the implementation of decisions.

Draft decision:
To authorise the CEO of the Company to implement all decisions (2-7), 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 2023
- Draft of the Company’s Profit Allocation for the year 2023
- The Company’s Remuneration Report for the year 2023
- The Company’s CEO and Board members remuneration policy
- General voting ballot

Darius Džiaugys,
Head of Investor Relations,
tel. +370 5 236 7878,
e-mail: darius.dziaugys@telia.lt

Attachments

Telia Lietuva_Annual and Sutainability report and Financial statements_2023_signed
2023_profit_allocation_draft
Telia_Lietuva_2023_Remuneration_Report
Telia Lietuva CEO and Board Members Remuneration Policy_2024
2024 04 26_Telia_Lietuva_balsavimo_biuletenis_Voting_ballot