Draft decisions of the Annual General Meeting of Shareholders to be held on 28 April 2025

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 28 April 2025 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 2024 and presentation of the annual report of the Company for the year 2024.

Draft decision:

1) To approve the audited annual financial statements of the Company for the year 2024.

2) The annual report of the Company for the year 2024, 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 2024.

Draft decision: 

To allocate the Company’s profit for the year 2024 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 190,157 thousand to allocate EUR 64,087 thousand for the payment of dividends for the year 2024, i.e. EUR 0.11 dividend per share, and carry forward to the next financial year an amount of EUR 126,070 thousand as retained earnings (undistributed profit). 

To allocate EUR 38 thousand for tantiemes for the year 2024 to two independent members of the Board – Leda Iržikevičienė and Mindaugas Glodas – EUR 19 thousand each.

4. Approval of the Company’s Remuneration Report for the year 2024.

Draft decision:

To approve the Company’s Remuneration Report for the year 2024.

 

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

Draft decision:

1) To amend articles 3.7 and 3.8 of the Remuneration Policy for the CEO and Board members of the Company in the following manner:

3.7. Variable Pay. After closing of the financial year, depending on the Company results, based on decision of the Board, annual variable pay (“the variable pay”) can be paid to the CEO, to encourage the CEO to achieve the Company’s goals and individual goals, encourage behaviour thus creating short- and long-term value. If the CEO is part of Telia Company’s Group Executive Management team, no variable pay is offered.

3.8. Considering payment of variable pay to the CEO who is not part of Telia Company’s Group Executive Management team, the Board should decide on:

       3.8.1. whether variable pay will be made; and

       3.8.2. the amount of such variable pay;

       3.8.3. performance targets to be used; 

       3.8.4. whether the awards are merited, particularly given the context of ongoing business performance, that they are not disproportionate and potentially rewarding failure.

2) To approve new wording of the Remuneration Policy for the CEO and Board members of the Company.



6. Regarding remuneration for audit services.

Draft decision:

Taking into consideration that on 26 April 2024 the General Meeting of the Company’s shareholders elected KPMG Baltics, UAB as the Company’s audit enterprise for the year 2024 and 2025, and set not more than 420,000 (four hundred twenty thousand) euro (VAT excluded) remuneration for the audit of annual financial statements and the assessment of the annual report for two financial years, but did not estimated provision of limited assurance of the Company’s sustainability statement for the year 2024 and 2025, to authorize the CEO of the Company to conclude the agreements for the audit and assurance services, establishing the payment for audit of the Company’s annual financial statements, assessment of the annual report and sustainability statement as agreed between the parties but in any case, not more than 500,000 (five hundred thousand) euro (VAT excluded) for two financial years.

7. Election of the Company’s Board members.

Draft decision:

Taking into consideration that on 27 April 2025 expired two-year term of the Company’s Board for a new two-year term till 28 April 2027 to elect to the Board of the Company:

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 28 April 2025 in Vilnius, Lithuania, the following nominees to be elected to the Board of Telia Lietuva, AB for the two-year term of the Board:

1)    Mr. Per Stefan Backman

2)    Mr. Claes Johan Ingemar Nycander

3)    Mr. Hannu-Matti Mäkinen

4)    Ms. Annelie Christina Lakner

5)    Ms. Leda Iržikevičienė (as an independent member of the Board)

6)    Mr. Mindaugas Glodas (as an independent member of the Board)

Stefan Backman – Chair of the Board, member of the Board of Telia Lietuva from 26 April 2024 (nominated by Telia Company AB). Employment – Telia Company AB (Sweden), Executive Vice President, Group General Counsel and Head of Corporate Affairs. Education – University of Uppsala (Sweden), Master of Laws. 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.

Claes Nycander – 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 & part of management support for Latvia, Lithuania and Estonia. 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 – member of the Board of Telia Lietuva since 25 April 2018 (nominated by Telia Company AB), Chair of the Audit Committee and 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.

Annelie Lakner – Head of Group Treasury at Telia Company AB (Sweden). Education: University of Linköping (Sweden), Bachelor of Political Science with a major in Economics; Uppsala University (Sweden) Macroeconomics and Financial Economics. Current Board assignments: Telia Försäkring AB (Sweden) and Swedish Pension Fund of Telia (Sweden). Has no direct interest in the share capital of Telia Lietuva.

Leda Iržikevičienė – 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 – 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, 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.

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 .

ENCL.: 

- Independent Auditor's Report

- Telia Lietuva, AB Annual Report and Financial Statements for the year ended 31 December 2024

- Draft of the Company’s Profit Allocation for the year 2024

- The Company’s Remuneration Report for the year 2024

- The Company’s CEO and Board members remuneration policy

- General voting ballot

Darius Džiaugys,

Head of Investor Relations,

tel. ,

e-mail:  

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