Draft decisions of the Annual General Meeting of Shareholders to be held on 28 April 2020

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 2020 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 2019 and presentation of the consolidated annual report of the Company for the year 2019.

Draft decision:

1) To approve the audited annual consolidated and separate financial statements of the Company for the year 2019.

2) The consolidated annual report of the Company for the year 2019, prepared by the Company, assessed by the auditors and approved by the Board, was presented.

3. Allocation of the profit of the Company of 2019.

Draft decision:

To allocate the Company’s profit for the year 2019 in line with the proposal for profit allocation as presented to the Annual General Meeting of Shareholders.

The Board proposes to allocate from the Company’s distributable profit of EUR 140,080 thousand EUR 52,435 thousand for the payment of dividends for the year 2019, i.e. EUR 0.09 dividend per share, and carry forward to the next financial year an amount of EUR 87,645 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 2019 to allocate in total an amount of EUR 31,280, or EUR 15,640 each.

4. 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 2020, and to assess the consolidated annual report of the Company for the year 2020.

2) To authorize the CEO of the Company to prolong existing or conclude new agreement for audit services, establishing the payment for services as agreed between the parties but in any case not more than EUR 124,000 (VAT excluded) (one hundred twenty four thousand euro) for the audit of the Company’s one financial year annual consolidated and separate financial statements and the assessment of the consolidated annual report.

5. Regarding the approval of the reorganisation by way of merging Telia Customer Service LT, AB into Telia Lietuva, AB.

Draft decision:

1) To reorganize Telia Lietuva, AB and Telia Customer Service LT, AB pursuant to Part 3 of Article 2.97 of the Civil Code of the Republic of Lithuania by way of merging Telia Customer Services LT, AB (registration number 110401957, office Vytenio str. 18, Vilnius, Lithuania; reorganised company), which, after the reorganization, will cease its activities as a legal entity, into Telia Lietuva, AB (registration number 121215434, office at Saltoniškių str. 7A, Vilnius, Lithuania; a company participating in the reorganisation), which, after the reorganization, will continue its activities and activities of Telia Customer Service LT, AB and which will take over all the assets, rights and obligations of Telia Customer Service LT, AB after the reorganization, according to the Terms of Merger attached hereto.

2) To approve the Terms of Merger attached hereto.

6. Regarding the approval of a new edition of the By-laws of the Company.

Draft decision:

To approve the new edition of the By-laws of Telia Lietuva, AB as those of the enterprise that continues its business activities after the reorganization of Telia Lietuva, AB and Telia Customer Service LT, AB. To authorize the CEO of the Company (with a right to re-authorize) to sign new edition of the By-laws of the Company.

7. Regarding approval Remuneration Policy of the Company.

Draft decision:

To approve Remuneration Policy for CEO and members of the Board of Telia Lietuva, AB.

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

If on the day of General Meeting of Shareholders, the quarantine regime will be valid in the territory of the Republic of Lithuania or Vilnius city municipality and all events or gatherings organized in public and closed areas will be banned, 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.:

- Drafts of Telia Lietuva, AB Consolidated and Separate Financial Statements, Consolidated Annual Report and Independent Auditor’s Report for the year ended 31 December 2019.

- Draft of profit allocation for the year 2019.

- Terms of Merger of Telia Lietuva, AB and Telia Customer Service, AB.

- By-laws of Telia Lietuva, AB.

- Remuneration Policy for CEO and members of the Board of Telia Lietuva, AB.

- Sample of General Voting Ballot

Darius Džiaugys,

Head of Investor Relations,

tel. ,

e-mail:

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