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 24 April 2026 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 2025 and presentation of the annual report of the Company for the year 2025.
Draft decision:
1) To approve the audited annual financial statements of the Company for the year 2025.
2) The annual report of the Company for the year 2025, 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 2025.
Draft decision:
To allocate the Company's profit for the year 2025 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 216,430 thousand to allocate EUR 81,566 thousand for the payment of dividends for the year 2025, i.e. EUR 0.14 dividend per share, and carry forward to the next financial year an amount of EUR 134,864 thousand as retained earnings (undistributed profit).
To allocate EUR 39.6 thousand for tantiemes for the year 2025 to two independent members of the Board - Leda Iržikeviciene and Mindaugas Glodas - EUR 19.8 thousand each.
4. Approval of the Company's Remuneration Report for the year 2025.
Draft decision:
To approve the Company's Remuneration Report for the year 2025.
5. Election of the Company's auditor.
Draft decision:
1) To elect KPMG Baltics, UAB as the Company's audit enterprise to audit the annual financial statements of the Company for the year 2026 and 2027, to assess the annual report of the Company for the year 2026 and 2027 and to provide limited assurance of the Company's sustainability statement for the year 2026 and 2027.
2) To authorize the CEO of the Company to conclude the agreements for the audit of the Company's annual financial statements, the assessment of the annual report and provision of the limited assurance of the sustainability statement, establishing the payment for the services as agreed between the parties but in any case, not more than 560,000 (five hundred sixty thousand) euro (VAT excluded) for two financial years.
6. Election of the Company's Board member.
Draft decision:
Taking into consideration that the Board member, Hannu-Matti Mäkinen, has resigned from the Board as of 23 April 2026, for a current term of the Board till 28 April 2027 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, proposes to the Annual General Meeting of Shareholders to be held on 24 April 2026 in Vilnius, Lithuania, the following nominee to be elected to the Board of Telia Lietuva, AB for a current term of the Board till 28 April 2027:
- Mr. Jan Andreas Christian Ekström
Andreas Ekström - Head of Telia Asset Management at Telia Company AB, Sweden. Graduated from Stockholm University, Truman State University and Linnaeus University. He is Chairman of the Supervisory Council and Chairman of the Remuneration Committee at Latvijas Mobilais Telefons SIA (LMT), Latvia as well as Chairman and member of the Boards of several companies owned by Telia Company AB. Has no direct interest in the share capital of Telia Lietuva.
The candidate upon election to the Board will be regarded as non-executive member 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, Saltoniškiu str. 7A, Vilnius, Lithuania, or at the Company's internet website www.telia.lt.
ENCL.:
- Telia Lietuva, AB Annual Report and Financial Statements for the year ended 31 December 2025
- Independent Auditor's Report.
- Draft of the Company's Profit Allocation for the year 2025
- The Company's Remuneration Report for the year 2025
- General voting ballot
Darius Džiaugys,
Head of Investor Relations,
tel. +370 5 236 7878,
e-mail: darius.dziaugys@telia.lt
