Draft decisions of the Annual General Meeting of Shareholders to be held on 27 April 2023

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 2023 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 2022 and presentation of the annual report of the Company for the year 2022.

Draft decision:

1) To approve the audited annual financial statements of the Company for the year 2022.

2) 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.

3. Allocation of the Company’s profit for the year 2022.

Draft decision:

To allocate the Company’s profit for the year 2022 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 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.

4. Approval of the Company’s Remuneration Report for the year 2022.

Draft decision:

To approve the Company’s Remuneration Report for the year 2022.

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 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.

2) 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.

6. Election of the Company’s Board members.

Draft decision:

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) ________________ (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 27 April 2023 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. Ms. Agneta Magdalena Wallmark
2. Mr. Dan Olov Strömberg
3. Mr. Claes Johan Ingemar Nycander
4. Mr. Hannu-Matti Mäkinen
5. Ms. Leda Iržikevičienė (as an independent member of the Board)
6. Mr. Mindaugas Glodas (as an independent member of the Board)

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 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.

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

ENCL.:

- Telia Lietuva, AB Annual and Sustainability Report, Financial Statements and Independent Auditor’s Report for the year ended 31 December 2022

- Draft of the Company’s Profit Allocation for the year 2022

- The Company’s Remuneration Report for the year 2022

- Curriculum Vitae (CV) of candidates to the Board.

- General Voting Ballot

Darius Džiaugys,

Head of Investor Relations,

tel. ,

e-mail:

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