Draft decisions of the Annual General Meeting of Shareholders to be held on 27 April 2021

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 2021 proposed by the Board of the Company:

1. Information of the Company’s auditor.

Taken for the information.

2. Approval of the annual consolidated and separate financial statements of the Company for the year 2020 and presentation of the consolidated annual report of the Company for the year 2020.

Draft decision:

1) To approve the audited annual consolidated and separate financial statements of the Company for the year 2020.

2) The consolidated annual report of the Company for the year 2020, prepared by the Company, assessed by the auditors and approved by the Board, was presented.

3. Allocation of the profit of the Company of 2020.

Draft decision:

To allocate the Company’s profit for the year 2020 in line with the proposal for profit allocation as presented to the Annual General Meeting of Shareholders.

The Board proposes allocate from the Company’s distributable profit of EUR 145,652 thousand an amount of EUR 58,261 thousand for the payment of dividends for the year 2020, i.e. EUR 0.10 dividend per share, and carry forward to the next financial year an amount of EUR 87,391 thousand as retained earnings (undistributed profit). For two independent members to the Board – Tomas Balžekas and Mindaugas Glodas – as tantiems (annual payment) for the year 2020 to allocate in total an amount of EUR 31,280, or EUR 15,640 each.

4. Approval of the Company’s Remuneration Report.

Draft decision:

To approve the Company’s Remuneration Report for the year 2020.

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 consolidated and separate financial statements of the Company for the year 2021 and 2022, and to assess the consolidated annual report of the Company for the year 2021 and 2022.

2) To authorize the CEO of the Company to conclude the agreement for audit services, establishing the payment for services as agreed between the parties but in any case not more than 270,000 (two hundred seventy thousand) euro (VAT excluded) for the audit of the Company’s annual consolidated and separate financial statements and the assessment of the consolidated annual report (i.e. 135,000 (one hundred thirty five thousand) euro (VAT excluded) per each financial year).

6. Election of the Company’s Board members.

Draft decision:

Taking into consideration that the current term of the Company’s Board expired on 26 April 2021, 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 [...]).

There are no proposed nominees to 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

If on the day of General Meeting of Shareholders, restrictions related to pandemic including the quarantine will be valid in the territory of the Republic of Lithuania or Vilnius city municipality and events or gatherings organized in public and closed areas will be banned or restricted, or any other restrictions are imposed, the participation in General Meeting of Shareholders would be possible only by voting in writing in advance by filling in the General Voting Ballot. The Company cares about the health of its shareholders and employees thus recommends at first consider possibility to get the General Voting Ballot and participate in advance voting remotely, and only in exceptional case, when there is no other possibility, visit the Company’s office.

ENCL.:

- Draft of Telia Lietuva, AB Consolidated and Separate Financial Statements, Consolidated Annual Report and Independent Auditor’s Report for the year ended 31 December 2020.

- Draft of profit allocation for the year 2020.

- Telia Lietuva, AB Remuneration Report for the year 2020.

Darius Džiaugys,

Head of Investor Relations,

tel. ,

e-mail:

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