VILNIUS, Lithuania--(Business Wire)--
TEO LT, AB
INTERIM CONSOLIDATED REPORT FOR THE SIX MONTHS OF 2008
PREPARED IN ACCORDANCE WITH THE RULES ON PREPARATION AND SUBMISSION OF PERIODIC
AND ADDITIONAL INFORMATION OF THE LITHUANIAN SECURITIES COMMISSION
1. Reporting period for which this report has been prepared
January - June of 2008
-0-
*T
2. Issuer and its contact details
Name of the Issuer TEO LT, AB (hereinafter - TEO or "the Company")
Legal form public company (joint-stock company)
Date of registration 6 February 1992
Name of Register of Legal Entities State Enterprise Centre of Registers
Code of Enterprise 121215434
Registered office Savanoriu ave. 28, LT-03501 Vilnius, Lithuania
Telephone number +370 5 262 15 11
Fax number +370 5 212 66 65
E-mail address info@teo.lt
Internet address www.teo.lt
*T
3. Nature of the Issuer's core business
TEO LT, AB Group the largest Lithuanian broadband Internet access and voice
telephony services operator, providing integrated telecommunication, IT and TV
services to residents and business. TEO Group is a part of the Nordic and Baltic
telecommunications leader TeliaSonera Group.
The Company's vision is to be the best partner in communicating with the
constantly changing world. By employing the most modern technologies the Company
enable its customers to reach people, knowledge and entertainment. The Company's
mission is to create value for shareholders and customers by providing
professional and high-quality telecommunications, TV and IT services.
TEO together with its related legal entities is designated as an operator with
significant market power (SMP) in Lithuania on the following markets of:
- access to the public telephone network at a fixed location for residential
customers
- access to the public telephone network at a fixed location for non-residential
customers;
- publicly available local and/or national telephone services provided at a
fixed location for residential customers;
- publicly available international telephone services provided at a fixed
location for residential customers;
- publicly available local and/or national telephone services provided at a
fixed location for non-residential customers;
- publicly available international telephone services provided at a fixed
location for non-residential customers;
- minimum set of leased lines;
- calls origination on public telephone network provided at a fixed location;
- calls termination on public telephone network provided at a fixed location;
- national transit in fixed public telephone network;
- international transit in fixed public telephone network;
- wholesale broadband access;
- wholesale unbundled access (including shared access) to metallic loops and
sub-loops for the purpose of providing broadband and voice services;
- wholesale terminating segments and trunk segments of leased lines.
As TeliaSonera AB through Amber Mobile Teleholding AB owns a 100 per cent stake
in the largest mobile operator in Lithuania UAB Omnitel, TEO is regarded as an
entity related to UAB Omnitel, therefore TEO is considered as SMP on the market
of voice call termination on the mobile network of Omnitel.
As on 30 June 2008, TEO Group consisted of the parent company, TEO LT, AB, and
its daughter companies: UAB Lintel, UAB Baltic Data Center, UAB Nacionaline
Skaitmenine Televizija, UAB Kompetencijos Ugdymo Centras and UAB Voicecom. TEO
is a sole founder and owner of a non-profit organisation VsI TEO Sportas. UAB
Baltic Data Center also has its subsidiary in Latvia - Baltic Data Center SIA.
4. Agreements with intermediaries of public trading in securities
On 1 December 2000, the Company and AB SEB Bankas, Gedimino ave. 12, LT-01103
Vilnius, made an agreement on accounting of the Company's securities and
services related to the accounting of securities.
5. Data about securities traded on regulated market
The following securities of TEO LT, AB are included into the Baltic Main List of
the Vilnius Stock Exchange (VSE ticker: TEO1L):
-0-
*T
Type of shares Number of shares Nominal value Total nominal Issue Code
(in litas) value (in litas)
--------------------------- ---------------- ---------------- ---------------- ----------------
Ordinary registered shares 814,912,760 1 814,912,760 12391
--------------------------- ---------------- ---------------- ---------------- ----------------
*T
32,596,510 TEO LT, AB Global Depository Receipts (1 GDR represents 10 ORS) are
admitted to the Official List of the UK Listing Authority and could be traded on
the Main Market of London Stock Exchange. TEO GDRs could be traded on the PORTAL
market, a subsidiary of the Nasdaq Stock Market Inc.
Following the directives of European Union, the Company is informed that GDRs of
TEO are included in Frankfurt Deutsche Börse Stock Exchange trading within the
Open Market (Freiverkehr) and being traded on the Munich Stock Exchange.
Securities of the Company's subsidiaries are not traded publicly as subsidiaries
are limited companies and 100% owned by the Company.
6. Information about results of Issuer's activities
The total consolidated TEO Group's revenue for the first six months of 2008 was
LTL 410 million, an increase by 8.3 per cent over the total revenue of LTL 379
million for the first six months of 2007.
EBITDA for the first six months of 2008 went up by 7.3 per cent to LTL 185
million over LTL 172 million in the first six months of 2007. EBITDA margin
stood at 45.1 per cent (45.5 per cent in 2007).
Profit before income tax in the first six months of 2008 was up by 11.8 per cent
and amounted to LTL 104 million (LTL 93 million a year ago).
Profit for the period amounted to LTL 89 million, an increase by 16 per cent
over LTL 77 million a year ago. Over the year, the profit margin went up from
20.3 per cent to 21.8 per cent.
The main risk factors associated with the activities of TEO LT, AB are as
follows:
- Changes in the legal regulation of the Company's activities.
- Competition with other telecommunications market players.
- Acceptance of new products of the Company by the market.
- Fluctuation of currencies' exchange rates.
- General economic situation in the Republic of Lithuania.
- Changes in the Lithuanian legislation.
- Changes in the regulation of accounting and taxation systems.
- As of 30 June 2008 total amount of borrowings of TEO Group amounted to LTL 7.2
million.
The Group's and the Company's activities expose it to a variety of financial
risks. Foreign exchange risk arising from various currency exposures primarily
with respect to US Dollar (USD) and Special Drawing Rights (SDR) is controlled
by hedging the foreign currency exposure of its purchase contracts and debt
commitments. The Group has no significant concentrations of credit risk outside
TeliaSonera Group. The Group has policies that limit the amount of credit
exposure to any one financial institution. Liquidity risk is managed by the
Group Treasury, which is required to maintain a minimum required liquidity
position as defined in the Group's Treasury policy. The Group's income and
operating cash flows are substantially independent of changes in market interest
rates. The Group's overall risk management programme focuses on the
unpredictability of financial markets and seeks to minimise potential adverse
effects of the financial performance of the Group. The Board provides written
principles for overall risk management, as well as written policies covering
specific areas, such as foreign exchange risk, interest rate risk, credit risk
and investing excess liquidity.
More information about the Company's activities and financial results for the
six months of 2008 is provided in TEO LT, AB Consolidated Interim Financial
Statements for the six months of 2008.
7. Information about own shares of the Issuer
On 12 June 2000, during the Initial Public Offering UAB Lintkom, then a
subsidiary of UAB Lintel, which is a subsidiary of the Company, acquired
12,698,412 ordinary registered shares of the Company (1 share price was LTL
3.15) and 2,539,683 Global Depository Receipts of the Company (1 GDR price was
USD 7.875) (1 GDR represents 10 ordinary registered shares of the Company).
Overall, UAB Lintkom held 4.67 per cent of the Company's share capital.
In September 2002, the Company acquired all shares of UAB Lintkom from UAB
Lintel. In December 2003, the Company transferred all UAB Lintkom shares back to
UAB Lintel. In March 2004, reorganisation of Lintel and Lintkom by merger of UAB
Lintkom into UAB Lintel was started and in May 2004 was over. After
reorganisation UAB Lintel continues its operations while UAB Lintkom terminated
its operations. UAB Lintel took over all the rights, assets, obligations and
liabilities of UAB Lintkom.
In July 2007, the Board of TEO LT, AB decided to acquire from UAB Lintel
treasury stocks. In September 2007, the Company took over the treasury stocks
from UAB Lintel. Now TEO LT, AB holds 12,698,412 ordinary registered shares of
TEO LT, AB and 2,539,683 TEO LT, AB GDRs, i.e. 4.67 per cent of TEO share
capital.
The Company has never acquired any shares from the management of the Company.
8. Information about Issuer's daughter companies
As on 31 December 2007, TEO Group consisted of the parent company, TEO LT, AB,
(registered on 6 February 1992, code 121215434, name of the Register of Legal
Entities: State Enterprise Center of Registers; address: Savanoriu ave. 28,
LT-03501 Vilnius tel.: +370 5 262 15 11; fax. +370 5 212 66 65; e-mail address:
info@teo.lt; internet address: www.teo.lt) and its subsidiaries:
-0-
*T
Name of the Date of Contact details TEO part in the share Part of TEO votes
company registration, capital of the (%)
code, name of company (%)
Register of Legal
Entities
------------------ ------------------ ---------------- --------------------- --------------------
UAB Lintel 27 July 1992, J. Galvydzio 100.00 100.00
code 110401957, str. 7/Zygio
State Enterprise str. 97, LT-
Center of 08222 Vilnius,
Registers Lithuania
tel. +370 5 236
8301,
fax. +370 5
2783322,
www.lintel.lt
------------------ ------------------ ---------------- --------------------- --------------------
UAB Baltic Data 17 December 2001, Zirmunu str. 100.00 100.00
Center code 125830791, 141,
State Enterprise LT-09128
Center of Vilnius,
Registers Lithuania
tel. +370 5 274
8360,
fax. +370 5
2783399,
www.bdc.lt
------------------ ------------------ ---------------- --------------------- --------------------
UAB Nacionaline 12 September 2007, Savanoriu ave. 100.00 100.00
Skaitmenine code 301110538, 125, LT-44146
Televizija State Enterprise Kaunas
Center of tel. +370 5 236
Registers 8840, fax. +370
5 278 3123
------------------ ------------------ ---------------- --------------------- --------------------
UAB Kompetencijos 5 July 1995, Palangos str. 4, 100.00 100.00
Ugdymo Centras code 134517169, 3rd Floor
State Enterprise LT-01117
Center of Vilnius,
Registers Lithuania
tel. +370 5 274
8477,
fax. +370 5
2121569,
www.kuc.lt
------------------ ------------------ ---------------- --------------------- --------------------
UAB Voicecom 6 March 2001, Savanoriu ave. 100.00 100.00
code 210860630, 28,
State Enterprise LT-03501
Center of Vilnius,
Registers Lithuania
tel. +370 5 236
7209
fax. +370 5 231
3860
------------------ ------------------ ---------------- --------------------- --------------------
VsI TEO Sportas 28 April 1998, Savanoriu ave. -(a) 100.00
code 124366950, 28, LT-03116
State Enterprise Vilnius,
Center of Lithuania
Registers tel. +370 5 278
8944
fax. +370 5 278
8831
www.teobasket.lt
------------------ ------------------ ---------------- --------------------- --------------------
*T
NOTE: (a) TEO is the sole founder and owner of a non-profit organisation VsI TEO
Sportas.
TEO LT, AB, the parent company of the Group, offers to residential and business
customers in Lithuania voice telephony, Internet, digital television, IT, data
communication and telecommunications networks interconnection services. TEO also
operates an Internet portal www.zebra.lt.
UAB Lintel is the largest, in terms of business volumes, and the most modern, in
terms of technologies and management, Call Center service provider in Lithuania.
It handles around 16 million contacts per year. For residential customers Lintel
provides Directory Inquiry Service 118 and consultations to computer users by
phone 1518 as well as telemarketing and remote customer care services to
business customers.
UAB Baltic Data Center is a leading provider of data center and information
system management services in the Baltic States. Baltic Data Center provides
professional data centre, computer workstation and business management system
support and development services. UAB Baltic Data Center also has its subsidiary
in Latvia - Baltic Data Center SIA, which is a dormant company.
On 3 January 2008, TEO acquired 100 per cent stake in UAB Nacionaline
Skaitmenine Televizija, which has two licenses for re-broadcasting of television
channels through digital terrestrial television (DVB-T) networks. In March 2008,
TEO Group started provision of digital terrestrial television service. In July
2008, started process of changing Nacionaline Skaitmenine Televizija legal
status from closed joint-stock company (UAB) to joint-stock company (AB). Later
this company will be merged into TEO LT, AB.
UAB Voicecom has the permission to use the national network of mobile analogue
cellular radio communication of the NMT-450 standard. Permission is valid till
31 October 2008.
UAB Kompetencijos Ugdymo Centras provides training and consultancy services,
organises certified trainings. Kompetencijos Ugdymo Centras is one of the
largest employees' development institutions in Lithuania.
VsI TEO Sportas supports TEO women basketball team, a multiple champion of
Lithuania and the Baltic States. In 2007 TEO Sportas handed over operations of
fitness center ZEBRA SPORT at P. Luksio str. 34 in Vilnius to UAB Griunvaldas.
On 15 February 2007, TEO LT, AB sold its 100 per cent stake in OOO
Comliet-Kaliningrad (ul. Pugachiova 14а, RUS-236000 Kaliningrad, Kaliningrad
Region, Russian Federation). The company was acquired from the then subsidiary
UAB Comliet (held 95 per cent stake in OOO Comliet-Kaliningrad) and UAB Comliet
Sprendimai (5 per cent stake) on 31 January 2006.
9. Important event during the reporting period
On 3 January 2008, TEO LT, AB completed transaction on acquisition of 100 per
cent stake in UAB Nacionaline Skaitmenine Televizija (UAB National Digital
Television). UAB Nacionaline Skaitmenine Televizija, a company that was spun off
during reorganization from UAB Mikrovisatos TV, has two licenses for
re-broadcasting of television channels through digital terrestrial television
(DVB-T) networks. A share sales-purchase agreement on acquisition of UAB
Nacionaline Skaitmenine Televizija was signed on 29 October 2007. TEO got the
permissions from the Competition Council and Radio and Television Commission of
Lithuania for acquisition of UAB Nacionaline Skaitmenine Televizija.
From 4 January 2008 Nerijus Ivanauskas, Chief Marketing Officer and Deputy
General Manager of TEO LT, AB, also took a position of General Manager of UAB
Nacionaline Skaitmenine Televizija.
In March, TEO LT, AB Group started provision of the digital terrestrial
television service Skaitmenine GALA (Digital GALA), which will enable using the
highest-quality television services almost in the whole of Lithuania. The new
service's users will have the possibility to watch up to 40 popular TV channels.
The monthly fee for Digital GALA is 29 litas per month. Service is provided on
behalf of TEO Group member Nacionaline Skaitmenine Televizija.
In March, the Company received a resignation letter of its Board member Gert
Tiivas. He resigned from the Board on 28 April 2008. Gert Tiivas (born in 1973),
a Managing director of East Capital Explorer (Sweden), was a member of the Board
of TEO LT, AB since 24 April 2006 and was member of the Audit Committee.
On 13 March 2008 the Board of TEO LT, AB decided:
- To approve the draft of the Company's audited annual financial statements for
the year 2007, prepared according to International Financial Reporting
Standards, and to propose the Company's Annual General Meeting of Shareholders
to approve the audited annual financial statements of the Company for the year
2007.
- To approve the Company's Consolidated Annual Report for the year 2007,
prepared by the Company and assessed by the auditors, and to present the
Consolidated Annual Report of the Company for information to the Company's
Annual General Meeting of Shareholders.
- To approve the draft of the Company's profit allocation for the year 2007 and
to propose for the Annual General Meeting of Shareholders to allocate the profit
according to the draft of the profit allocation: from the Company's
distributable profit to allocate LTL 194,204 thousand (EUR 56,245 thousand) for
the dividend payment for the year 2007 or LTL 0.25 (EUR 0.072) dividend per
share. For annual payments (tantiemes) to the members of the Board for the year
2007 to allocate LTL 378 thousand (EUR 109 thousand), i.e. LTL 54 thousand per
one member of the seven-members' Board.
- To convoke the Annual General Meeting of Shareholders in TEO LT, AB
headquarters, at room 157, Savanoriu ave. 28, Vilnius, Lithuania, at 13.00 on
29th of April 2008, and to propose to the Annual General Meeting of
Shareholders' the following draft agenda:
1) Information of the Company's auditors.
2) Approval of the Company's annual financial statements and presentation of the
Consolidated Annual Report of the Company.
3) Allocation of the Company's profit for the year 2007.
4) Election of the Company's auditor.
5) Election of the Company's Board member.
- To propose to the Annual General Meeting of Shareholders to elect UAB
PricewaterhouseCoopers as the Company's audit enterprise for two years to make
the audit of the Company's financial statements for the year 2008 and 2009 and
to make assessment of the Company's Consolidated Annual Reports for the year
2008 and 2009.
The Annual General Meeting of TEO LT, AB shareholders on 29 April 2008:
- approved audited Company's annual financial statements for the year 2007,
prepared according to the International Financial Reporting Standards.
Consolidated Annual Report of the Company for the year 2007, prepared by the
Company, assessed by the auditors and approved by the Board of Directors was
also presented to the shareholders.
- allocated the Company's profit of the year 2007 according the draft of profit
allocation presented for Annual General Meeting of Shareholders: from the
Company's distributable profit was allocated LTL 194,204 thousand (EUR 56,245
thousand) for the dividend payment for the year 2007 or LTL 0.25 (EUR 0.072)
dividend per share. For annual payments (tantiemes) to the members of the Board
for the year 2007 allocated LTL 378 thousand (EUR 109 thousand), i.e. LTL 54
thousand per one member of the seven-members' Board.
- elected UAB PricewaterhouseCoopers as the Company's audit enterprise for two
years to make the audit of the Company's financial statements for the year 2008
and 2009 and to make assessment of the Company's Consolidated Annual Reports for
the year 2008 and 2009. Authorized the Company's General Manager to conclude the
Agreement for audit services, paying for services the price agreed between the
parties but in no case more than 480,000 (four hundred and eighty thousand)
litas (VAT excluded) for the audit of the Company's financial statements for the
two financial years and assessment of the Company Consolidated Annual Report for
the year 2008 and 2009 (i.e. 240,000 (two hundred and forty thousand) litas (VAT
excluded) per one year).
The agenda issue of election of the Company's Board member was not discussed as
no candidates for elections to the Board member position were received.
On 28 May 2008, the Company paid out dividend for the year 2007 of LTL 0.26 per
share.
On 10 June 2008 the Board of TEO LT, AB decided:
- To submit the proposal to the Company's shareholders regarding the merger by
acquisition of UAB Nacionaline Skaitmenine Televizija into TEO LT, AB and to
request for permission to prepare draft of the reorganisation conditions.
- To convoke the Extraordinary General Meeting of Shareholders in TEO LT, AB
headquarters, at room 157, Savanoriu ave. 28, Vilnius, Lithuania, at 13.00 on
15th of July 2008, and to propose to the Annual General Meeting of Shareholders'
the following draft agenda: 1) As regards preparation of the draft
reorganisation conditions with the view of merging by acquisition UAB
Nacionaline Skaitmenine Televizija into TEO LT, AB; 2) Election of the Company's
Board member. On 11 June 2008 Amber Teleholding A/S, as a shareholder of TEO LT,
AB, proposed to elect Mr. Justas Pipinis to the Board of the Company for the
current term of the Board.
TEO LT, AB decided to reorganize its subsidiary UAB Nacionaline Skaitmenine
Televizija into AB Nacionaline Skaitmenine Televizija by changing its legal
status from closed joint-stock company to joint-stock company.
On 15 July 2008, Extraordinary General Meeting of TEO LT, AB shareholders
decided: 1) To approve preparation of the draft reorganisation conditions with
the view of merging by acquisition UAB Nacionaline Skaitmenine Televizija into
TEO LT, AB on condition that UAB Nacionaline Skaitmenine Televizija changes its
legal form into a public company before the public announcement of the
reorganisation conditions. 2) To elect to the Board of the Company for the
current term of the Board Mr Justas Pipinis, proposed by Amber Teleholding A/S.
Mr Justas Pipinis (born in 1973) is Managing Director of East Capital Holding AB
(Sweden) and East Capital International AB (Sweden). Also he is Board member and
Chairman of number of subsidiaries of East Capital Holding AB. Justas Pipinis
has no direct interest in the share capital of TEO LT, AB. As of 30 June 2008
East Capital owned 29,495,360 shares of TEO LT, AB which amounts to 3.62 per
cent of the Company's share capital and 3.80 per cent of votes. Following The
Governance Code for the Companies Listed on the Vilnius Stock Exchange Justas
Pipinis is regarded as independent and non-executive member of the Board.
All material events related to the activity of the Company have been submitted
to Lithuanian Securities Commission, Vilnius Stock Exchange, London Stock
Exchange, Lietuvos Rytas daily, BNS and ELTA news agencies and posted on the
Company's internet page www.teo.lt.
10. Issuer's activities plans and forecasts
In 2008, TEO AB, LT is strongly focused on increasing IPTV / DVB -T as well as
data communications and broadband internet customer base and retaining existing
voice services' customers. The Company is strongly oriented towards offering
integrated IT and telecommunications service packages to the business customers
segment.
The revenue growth in 2008 should come from increase in revenue from new areas
of activities such as IT and television services as well as higher revenue per
users of broadband internet services.
In order to streamline TEO Group structure and increase efficiency it is planned
during the second half of 2008 to merge subsidiary Nacionaline Skaitmenine
Televizija into TEO LT, AB.
Following the order of the Communications Regulatory Authority of the Republic
of Lithuania of 31 January 2008 on prices for calls initiation, calls
termination, national and international transit services on the public telephone
network of TEO LT, AB at a fixed location the Company publicly announced a new
standard proposal for networks interconnection along with a new networks
interconnection services structure and by 40 per cent decreased networks
interconnection tariffs.
In June 2008, the Company's capital investments program was revised. Capital
investments for the year 2008, excluding construction of the Company's
head-quarters, should amount up to LTL 182 million and will be oriented towards
improvement of the network, quality of services and development of digital
terrestrial TV services.
11. Information about Issuer's research and development activities
In December 2006, TEO received support of LTL 2 million from European Union
Structural Fund for implementation of research and development project Creation
of prototype of IP TV interactive services and content management and provision
systems. This project will last until September 2008.
Also since December 2006 TEO together with the partners from Estonian Elion,
Kaunas Technology University and UAB VRS Group is participating in the EU
financed BP6 program project for Creation of automated digital cross media
content production, aggregation and distribution through multimedia system. The
project should end by September 2008.
12. Structure of the Issuer's share capital
The share capital of TEO LT, AB registered in the Register of Legal Persons is
814,912,760 litas.
According to the type of shares, the structure of TEO LT, AB share capital is as
follows:
-0-
*T
Type of shares Number of shares Nominal value Total nominal Part in the
(in litas) value (in share capital
litas) (%)
--------------------------- ---------------- ---------------- ---------------- ----------------
Ordinary registered shares
(ORS) 814,912,760 1 814,912,760 100.00
--------------------------- ---------------- ---------------- ---------------- ----------------
Total: 814,912,760 -- 814,912,760 100.00
--------------------------- ---------------- ---------------- ---------------- ----------------
*T
All shares of TEO LT, AB are paid for and there are no restrictions on
transferred of securities.
38,095,242 shares are treasury stocks that have no rights to exercise any
property and non-property rights provided by the Law of the Republic of
Lithuania on Companies. Therefore, the number of TEO LT, AB shares that provide
voting rights during the General Meeting of Shareholders is 776,817,518.
Shares of TEO LT, AB are listed on the Baltic Main List of the Vilnius Stock
Exchange (VSE) (trading code: TEO1L).
TEO LT, AB runs a Global Depository Receipt (GDR) programme. According to the
programme, one GDR represents 10 ordinary registered shares of the Company.
Shares are held by the depository bank, Deutsche Bank Trust Company Americas, 60
Street, New York, NY 10005, U.S.A.
As on 15 July 2008, 31,641,670 ordinary shares of the Company (3.88% of the
total share capital) were represented by 3,164,167 GDRs.
The Company's GDRs are traded on the London Stock Exchange (LSE) (trading code:
TEOL).
13. Shareholders
The number of shareholders on the day of the last General Meeting of
Shareholders, which was held on 15 July 2008, was 14,964.
Shareholders of TEO LT, AB as on 15 July 2008:
-0-
*T
Name of the shareholder Number of Share of the share Share of votes Share of votes held
(name of the enterprise, ordinary capital (%) given by the together with persons
type and registered office registered shares owned acting in concert (%)
address, code in the shares owned by by the right
Register of Enterprises) the shareholder of ownership
(%)
--------------------------- ---------------- --------------------- --------------- -----------------------
Amber Teleholding A/S (a),
c/o ,,TeliaSonera Danmark
A/S",
Holmbladsgade 139, DK-2300
Copenhagen S, Denmark,
code 20758694 488,947,656 60.00 62.94 -
--------------------------- ---------------- --------------------- --------------- -----------------------
TEO LT, AB, Savanoriu pr.
28, LT-03501 Vilnius,
Lithuania, code 121215434
(Treasury stocks) 38,095,242 (b) 4.67 - -
--------------------------- ---------------- --------------------- --------------- -----------------------
State of Lithuania (d) 11,728,985 (c) 1.44 1.51 -
--------------------------- ---------------- --------------------- --------------- -----------------------
Other shareholders 276,140,877 33.89 35.55 -
--------------------------- ---------------- --------------------- --------------- -----------------------
Total: 814 912 760 100.00 100.00 -
--------------------------- ---------------- --------------------- --------------- -----------------------
*T
-0-
*T
NOTE: (a) Amber Teleholding A/S is a fully owned subsidiary of Swedish TeliaSonera AB.
(b) 12,698,412 ordinary registered shares and 2,539,683 Global Depository Receipts.
(c) The State Property Fund (11,366,355 shares) and the State Tax Authorities (362,630 shares).
*T
None of the shareholders of the Company have any special controlling rights.
Rights of all shareholders are equal except treasury stocks (in total 38,095,242
shares) that have no rights to exercise any property and non-property rights
provided by the Lithuanian Law on Companies. Therefore number of TEO LT, AB
shares that provide voting rights during the General Meeting of Shareholders is
776,817,518. One ordinary registered share of TEO LT, AB gives one vote in the
General Meeting of Shareholders.
The Company is not aware of any agreements between the shareholders that could
limit transfer of securities and/or their ability to exercise their voting
rights.
On 28 May 2008, the Company paid out to the shareholders LTL 194,204 thousand of
dividends or 0.25 litas per share for the year 2007. Following the Law dividends
were paid to the shareholders who on the dividend record day, 29 April 2008,
i.e. the day of the Annual General Meeting of Shareholders, were on the
Shareholders' List of the Company. Dividends to all share and GDR holders were
paid in cash.
14. Employees
On 30 June 2008 total number of TEO Group employees (headcount) was 3,261 while
number of full-time employees was 2,887 as part-time employees are recalculated
into full-time employees and number does not include employees on
maternity/paternity leave.
Over the total number of employees (headcount) went down by 13 while number of
full-time employees eased by 148. On 30 June 2007 total number of employees
(headcount) was 3,274 and number of full-time employees amounted to 3,035.
The breakdown of TEO Group employees as of 30 June 2008:
-0-
*T
Name of the company Number of employees Number of full-time
(headcount) employees
------------------------------- ---------------------- ----------------------
TEO LT, AB 2,236 2,160
------------------------------- ---------------------- ----------------------
UAB Lintel 822 530
------------------------------- ---------------------- ----------------------
UAB Baltic Data Center 171 167
------------------------------- ---------------------- ----------------------
UAB Kompetencijos Ugdymo
Centras 25 24
------------------------------- ---------------------- ----------------------
VsI TEO Sportas 7 4.5
------------------------------- ---------------------- ----------------------
UAB Nacionaline Skaitmenine
Televizija - 0.5
------------------------------- ---------------------- ----------------------
UAB Voicecom - 0.5
------------------------------- ---------------------- ----------------------
Total 3,261 2,887
------------------------------- ---------------------- ----------------------
*T
Information about employees of TEO LT, AB as of 30 June 2008:
-0-
*T
Group of employees Average number of Average monthly salary
employees (in litas)
------------------------------- ---------------------- -----------------------
Leading Managers 11 30,727
------------------------------- ---------------------- -----------------------
Operation Level Managers 304 4,991
------------------------------- ---------------------- -----------------------
Specialists 1,819 2,544
------------------------------- ---------------------- -----------------------
Technicians 102 1,981
------------------------------- ---------------------- -----------------------
Total 2,236
------------------------------- ---------------------- -----------------------
*T
A new Collective Bargaining Agreement between TEO LT, AB, as the employer, and
employees of TEO LT, AB, represented by joint representation of Trade Unions, is
valid from 25 April 2007.
This Collective Bargaining Agreement applies only to employees of the Company.
If provisions of Collective Bargaining Agreement are more favourable than the
same provisions of individual labour agreements, then provisions of Agreement
shall apply. If provisions of Agreement are more favourable than new legislation
imposed during the period of Agreement validity, provisions of Agreement shall
apply. The Collective Bargaining Agreement of the Company grants a number of
additional social guarantees to employees of TEO.
15. Procedure for amendment of the Issuer's By-laws
TEO LT, AB By-laws provide that the General Meeting shall have an exclusive
competence to amend and supplement the By-laws of the Company, except for the
cases provided for in the Law on Companies of the Republic of Lithuania. A
qualified majority of 2/3 of votes present during the General Meeting shall be
required at the General Meeting to adopt decisions concerning the amendment of
the By-laws.
16. Managing bodies of the Issuer
According to the By-laws of TEO LT, AB the managing bodies of the Company are
General Meeting, Board and General Manager. The Company does not have a
Supervisory Council.
The decisions of the General Meeting made regarding the matters of competence of
General Meeting, are binding upon the Shareholders, the Board, General Manager
and other officials of the Company. The Shareholders of the Company that at the
end of the date of record of the General Meeting are Shareholders of the Company
have the right to participate in the General Meeting. The date of record of
General Meeting of the Shareholders of the Company is the fifth business day
prior to the General Meeting or the repeated General Meeting. The person,
participating in the General Meeting and having the right to vote shall deliver
his/her identification proving document. In case the person is not a shareholder
he/she is to present a document, proving his/her right to vote at the General
Meeting.
The Members of the Board serving on the Board of the Company are acting jointly
as a governing body of the Company. The Board consists of seven Members of the
Board. The Members of the Board are elected for a term of two years. The
Chairman of the Board is elected by the Board from its members for two years.
The Members of the Board are elected by the General Meeting in the procedure
established by the Law on Companies of the Republic of Lithuania. The Board
institutes two Committees: Audit and Remuneration. Three members of the Board
comprise each committee.
The Board elects and recalls the General Manager, sets his/her remuneration and
other conditions of the employment agreement, approves his/her office
regulations, induces and applies penalties to him/her. The General Manager is
the Head of the Company. The Head of the Company is a one-man management body of
the Company and, within his scope of authority, organizes the day-to-day
operation of the Company. The work regulations of the Administration approved by
the General Manager defines the duties and authority of the General Manager and
his/her Deputies as well as other officers of the Company in more details.
Gert Tiivas, member of the Board and member of the Audit Committee, has resigned
from 28 April 2008. The agenda issue of election of the Company's Board member
was not discussed during the Annual General Meeting of Shareholders, which took
place on 29 April 2008, as no candidates for elections to the Board member
position were received. On 11 June 2008 Amber Teleholding A/S, as a shareholder
of TEO LT, AB, proposed to elect Mr. Justas Pipinis to the Board of the Company
for the current term of the Board. On 15 July 2008, Extraordinary General
Meeting of TEO LT, AB shareholders decided to elect to the Board of the Company
for the current term of the Board Mr Justas Pipinis, proposed by Amber
Teleholding A/S.
BOARD
-0-
*T
Jörgen Latte (born in 1954)
----------------------------------------------------------------------------
Chairman of the Board of TEO LT, AB, as member of the Board for the two-year
term elected on 26 April 2007 (nominated by Amber Teleholding A/S),
Chairman of the Remuneration Committee of the Board.
----------------------------------------------------------------------------
Education University of Stockholm, Bachelor of Business Administration
----------------------------------------------------------------------------
Employment TeliaSonera AB Business Area Broadband Services (Sweden),
CFO
----------------------------------------------------------------------------
Current Board Assignments
Eesti Telekom AS (Estonia), member of the Supervisory Board
Elion Ettevõtted AS (Estonia), Chairman of the Supervisory Board
TeliaSonera Sverige Net Fastigheter AB (Sweden), Chairman of the Board
Telia Lithuania AB (Sweden), Chairman of the Board
Amber Teleholding A/S (Denmark), Chairman of the Board
Tilts Communications A/S (Denmark), Chairman of the Board
Telia Pensionfund (Sweden), member of the Board
TeliaSonera International Carrier AB (Sweden), member of the Board
TeliaSonera Försäkring AB (Sweden), member of the Board
TeliaSonera Skanova Access AB (Sweden), member of the Board
Stofa A/S (Denmark), member of the Board
NextGenTel Holding ASA (Norway), member of the Board
Avnos AB (Sweden), deputy member of the Board
----------------------------------------------------------------------------
TeliaSonera AB (Sweden), through its subsidiary Amber Teleholding A/S
(Denmark), which nominated Jörgen Latte to the Board of TEO LT, AB, has
488,947,656 shares of TEO LT, AB that accounts to 60 per cent of the share
capital and gives 62.94 per cent of votes.
----------------------------------------------------------------------------
Jörgen Latte has no direct interest in the share capital of TEO LT, AB.
----------------------------------------------------------------------------
He is not involved in the business of other Lithuanian companies and does
not have interest in the share capital of Lithuanian companies.
----------------------------------------------------------------------------
*T
-0-
*T
Anders Gylder (born in 1950)
---------------------------------------------------------------------------
Member of the Board of TEO LT, AB, elected for the two-year term on 26
April 2007 (nominated by Amber Teleholding A/S), member of the
Remuneration Committee of the Board.
---------------------------------------------------------------------------
Education Linköping Institute of Technology, Master of Science in
Engineering
---------------------------------------------------------------------------
Employment TeliaSonera AB Business Area Broadband Services (Sweden),
Executive Vice President
---------------------------------------------------------------------------
Current Board Assignments
Lattelecom SIA (Latvia), Deputy Chairman of the Supervisory Council, member
of Remuneration Committee, and Business Planning and Finance Committee
Amber Teleholding A/S (Denmark), member of the Board
Tilts Communications A/S (Denmark), member of the Board
---------------------------------------------------------------------------
TeliaSonera AB (Sweden), through its subsidiary Amber Teleholding A/S
(Denmark), which nominated Anders Gylder to the Board of TEO LT, AB, has
488,947,656 shares of TEO LT, AB that accounts to 60 per cent of the share
capital and gives 62.94 per cent of votes.
---------------------------------------------------------------------------
Anders Gylder has no direct interest in the share capital of TEO LT, AB.
---------------------------------------------------------------------------
He is not involved in the business of other Lithuanian companies and does
not have interest in the share capital of Lithuanian companies.
---------------------------------------------------------------------------
*T
-0-
*T
Ove Alm (born in 1959)
--------------------------------------------------------------------------
Member of the Board of TEO LT, AB, elected for the two-year term on 26
April 2007 (nominated by Amber Teleholding A/S).
--------------------------------------------------------------------------
Education University of Uppsala, Master of Business Administration,
International Business
Royal Institute of Technology (KTH), Stockholm, Master of
Science, Engineering Physics
--------------------------------------------------------------------------
Employment TeliaSonera AB Business Area Broadband Services (Sweden),
Head of Product and Production
--------------------------------------------------------------------------
Current Board Assignments
Lattelecom SIA (Latvia), member of the Supervisory Board
Telia Stofa A/S (Denmark), member of the Board
NextGenTel Holding ASA (Norway), member of the Board
--------------------------------------------------------------------------
TeliaSonera AB (Sweden), through its subsidiary Amber Teleholding A/S
(Denmark), which nominated Ove Alm to the Board of TEO LT, AB, has
488,947,656 shares of TEO LT, AB that accounts to 60 per cent of the
share capital and gives 62.94 per cent of votes.
--------------------------------------------------------------------------
Ove Alm has no direct interest in the share capital of TEO LT, AB.
--------------------------------------------------------------------------
He is not involved in the business of other Lithuanian companies and does
not have interest in the share capital of Lithuanian companies.
--------------------------------------------------------------------------
*T
-0-
*T
Joakim Sundström (born in 1959)
--------------------------------------------------------------------------
Member of the Board of TEO LT, AB, elected for the two-year term on 26
April 2007 (nominated by Amber Teleholding A/S), member of the Audit
Committee of the Board.
--------------------------------------------------------------------------
Education Stockholm University, Bachelor of Business Administration
--------------------------------------------------------------------------
Employment TeliaSonera AB Business Area Broadband Services (Sweden),
Vice President of Business Control
--------------------------------------------------------------------------
Current Board Assignments
Lattelecom SIA (Latvia), member of the Supervisory Board and the Audit
Committee
Sergel Kredittjanster AB (Sweden), member of the Board
TeliaSonera Skanova Access AB (Sweden), deputy member of the Board
--------------------------------------------------------------------------
TeliaSonera AB (Sweden), through its subsidiary Amber Teleholding A/S
(Denmark), which nominated Joakim Sundström to the Board of TEO LT, AB,
has 488,947,656 shares of TEO LT, AB that accounts to 60 per cent of the
share capital and gives 62.94 per cent of votes.
--------------------------------------------------------------------------
Joakim Sundström has no direct interest in the share capital of TEO LT,
AB.
--------------------------------------------------------------------------
He is not involved in the business of other Lithuanian companies and does
not have interest in the share capital of Lithuanian companies.
--------------------------------------------------------------------------
*T
-0-
*T
Björn Lindegren (born in 1949)
--------------------------------------------------------------------------
Member of the Board of TEO LT, AB, elected for the two-year term on 26
April 2007 (nominated by Amber Teleholding A/S), member of the
Remuneration Committee of the Board.
--------------------------------------------------------------------------
Education Bachelor of Law, Degree in Maritime Law
--------------------------------------------------------------------------
Employment TeliaSonera AB Business Area Broadband Services (Sweden),
Senior Legal Advisor
--------------------------------------------------------------------------
Current Board Assignments
TeliaSonera Network Sales AB (Sweden), member of the Board
TeliaSonera International Carrier AB (Sweden), member of the Board
TeliaSonera Sverige Asset Finance AB (Sweden), member of the Board
TeliaSonera Skanova Access AB (Sweden), member of the Board
TeliaSonera Sverige Net Fastigheter AB (Sweden), member of the Board
Telia Electronic Commerce AB (Sweden), member of the Board
Konsumenternas tele-och Internetbyrå AB (Sweden), member of the Board
Telia Lithuania AB (Sweden), member of the Board
Amber Teleholding A/S (Denmark), member of the Board and Managing Director
Tilts Communications A/S (Denmark), member of the Board and Managing
Director
--------------------------------------------------------------------------
TeliaSonera AB (Sweden), through its subsidiary Amber Teleholding A/S
(Denmark), which nominated Björn Lindegren to the Board of TEO LT, AB,
has 488,947,656 shares of TEO LT, AB that accounts to 60 per cent of the
share capital and gives 62.94 per cent of votes.
--------------------------------------------------------------------------
Björn Lindegren has no direct interest in the share capital of TEO LT, AB.
--------------------------------------------------------------------------
He is not involved in the business of other Lithuanian companies and does
not have interest in the share capital of Lithuanian companies.
--------------------------------------------------------------------------
*T
-0-
*T
Matti Hyyrynen (born in 1954)
--------------------------------------------------------------------------
Member of the Board of TEO LT, AB since 26 April 2002 (re-elected for the
two-year term on 26 April 2007; nominated by East Capital through Amber
Teleholding A/S), Chairman of the Audit Committee of the Board.
--------------------------------------------------------------------------
Education Helsinki University, Master's Degree in Mathematics
--------------------------------------------------------------------------
Employment European Bank for Reconstruction and Development, Head of
the Vilnius Representative Office and responsible for the
bank's business in the three Baltic countries
--------------------------------------------------------------------------
Current Board Assignments
AB Siauliu Bankas (Lithuania), member of the Supervisory Council
AS Estonian Cell (Estonia), member of the Supervisory Council
--------------------------------------------------------------------------
As of 30 June 2008 East Capital (Sweden), a company that nominated Matti
Hyyrynen to the Board of TEO LT, AB, held 29,495,360 shares of TEO LT, AB
that accounts to 3.62 per cent of the share capital and gives 3.80 per
cent of votes.
--------------------------------------------------------------------------
Matti Hyyrynen has no direct interest in the share capital of TEO LT, AB.
--------------------------------------------------------------------------
He does not have interest in the share capital of Lithuanian companies.
--------------------------------------------------------------------------
*T
-0-
*T
Justas Pipinis (born in 1973)
--------------------------------------------------------------------------
Member of the Board of TEO LT, AB, elected for the current term of the
Board on 15 July 2008 (nominated by Amber Teleholding A/S)
--------------------------------------------------------------------------
Education Stockholm University, Bachelor of Business Administration
--------------------------------------------------------------------------
Employment East Capital International AB (Sweden), CEO
East Capital Holding AB (Sweden), CEO
--------------------------------------------------------------------------
Current Board Assignments
Avec Asset Management AS, member of the Board
East Capital AB, member of the Board
East Capital Alternative Investments Ltd, Director
East Capital Asset Management AB, member of the Board
East Capital Explorer AB (publ), member of the Board
East Capital Explorer Investments AB, member of the Board
East Capital Financial Institutions II AB; member of the Board
East Capital Financials Fund AB, Chairman of the Board
East Capital Financials Fund Investors AB (publ), Chairman of the Board
East Capital International AB, Chairman of the Board
East Capital Norway AS, Chairman of the Board
East Capital Power Utilities Fund AB (publ), Chairman of the Board
East Capital Private Equity AB, member of the Board
East Capital (LUX) SICAV, Chairman of the Board
MFG Intressenter AB, member of the Board
SN Intressenter AB, member of the Board
Stingray Holding AB, member of the Board
--------------------------------------------------------------------------
As of 30 June 2008 East Capital (Sweden), held 29,495,360 shares of TEO
LT, AB that accounts to 3.62 per cent of the share capital and gives 3.80
per cent of votes.
--------------------------------------------------------------------------
Justas Pipinis has no direct interest in the share capital of TEO LT, AB.
--------------------------------------------------------------------------
He is not involved in the business of other Lithuanian companies and does
not have interest in the share capital of Lithuanian companies.
--------------------------------------------------------------------------
*T
ADMINISTRATION
-0-
*T
Arunas Siksta (born in 1968)
--------------------------------------------------------------------------
General Manager (CEO) of TEO LT, AB from 2 January 2004
--------------------------------------------------------------------------
Education Klaipeda University, Natural Science Faculty, Degree in
Management (1995)
From 2007 he studies at Vienna University of Economics and
Business Administration, PMBA
--------------------------------------------------------------------------
Previous 1992-1993 - Lithuanian Open Society Fund, program
employment coordinator
1993-1996 - Lithuanian-Dutch joint venture Seceurtronics
Technicom, Executive Director
1996-1997 - Lithuanian Agricultural Bank, Director of
Marketing Department
1997-1999 - AS Hansapank (Estonia), International Relations
and Network Department, Lithuanian Project Manager
1999-June 2001 - AB Hansabankas (Lithuania), Chairman of
the Board
June 2001-November 2003 - AB Hansa-LTB (Lithuania),
Chairman of the Board
June 2001-November 2003 - Hansabank Group (Estonia), member
of the Board
--------------------------------------------------------------------------
Current Board Assignments
UAB Voicecom, a subsidiary of TEO LT, AB, Chairman of the Board
AAS Gjensidige Baltic, a subsidiary of Norwegian non-life insurance
company Gjensidige Forsikring BA, Deputy Chairman of the Board
International Business School at Vilnius University, member of the Council
Big Brothers Big Sisters International, Philadelphia, U.S.A., member of
the Board
--------------------------------------------------------------------------
Arunas Siksta has no direct interest in the share capital of TEO LT, AB.
--------------------------------------------------------------------------
He is not involved in the business of other Lithuanian companies and does
not have interest in the share capital in other Lithuanian companies
--------------------------------------------------------------------------
*T
-0-
*T
Darius Gudaciauskas (born in 1975)
--------------------------------------------------------------------------
Chief Sales Officer and Deputy General Manager of TEO LT, AB from 1 March
2006
--------------------------------------------------------------------------
Education Vilnius Gediminas Technical University, Bachelor degree of
Business Administration (1997), Master of Business
Administration (1999), Doctor of Social Sciences,
Economics (2005)
--------------------------------------------------------------------------
Previous 1996-1999 - McDonald's Baltics, Marketing Manager
employment (Coordinator) Baltics
1999-2001 - Philip Morris Baltics, Brand Manager
2001-2004 - AB bankas Hansabankas (Lithuania), Director of
Marketing and Public Relations Department
February 2004-February 2006 - AB Lietuvos Draudimas
(Lithuania), Sales Director and member of the Board
--------------------------------------------------------------------------
Current Board Assignments
UAB Lintel, a subsidiary of TEO LT, AB, Chairman of the Board
--------------------------------------------------------------------------
Darius Gudaciauskas has 13,719 shares of TEO LT, AB that accounts for
0.0017 per cent of the share capital and gives 0.0018 per cent of votes.
--------------------------------------------------------------------------
He is not involved in the business of other Lithuanian companies and does
not have interest in the share capital in other Lithuanian companies.
--------------------------------------------------------------------------
*T
-0-
*T
Nerijus Ivanauskas (born in 1970)
--------------------------------------------------------------------------
Chief Marketing Officer and Deputy General Manager of TEO LT, AB from 1
March 2006
--------------------------------------------------------------------------
Education Vilnius University, Bachelor of Econometrics (1993)
International Management School, Budapest, Hungary,
Candidate Master of Business Administration (1995)
Emory University, Atlanda, U.S.A., Master of Business
Administration (1996).
--------------------------------------------------------------------------
Previous 1996-1998 - UAB Lintel, Marketing Director
employment January-October 1998 - AB Lietuvos Telekomas, Deputy
Marketing Director
November 1998-October 2001 - UAB Lietuvos Telekomo Verslo
Sprendimai, Marketing and Product Development Director
November 2001-June 2002 - AB Lietuvos Telekomas, Director
of Voice Sector
July 2002-July 2003 - Oracle East Central Europe Limited
Vilnius Branch, Territory Manager
July 2003-March 2006 - AB Lietuvos Telekomas, Deputy Chief
Marketing and Sales, Director of Sales Department,
Director of Marketing Department
--------------------------------------------------------------------------
Current Board Assignments
UAB Nacionaline Skaitmenine Televizija, a subsidiary of TEO LT, AB, Member
of the Board and General Manager
--------------------------------------------------------------------------
Nerijus Ivanauskas has no direct interest in the share capital of TEO LT,
AB.
--------------------------------------------------------------------------
He is not involved in the business of other Lithuanian companies and does
not have interest in the share capital in other Lithuanian companies.
--------------------------------------------------------------------------
*T
-0-
*T
Darius Didzgalvis (born in 1969)
--------------------------------------------------------------------------
Chief Technology Officer and Deputy General Manager of TEO LT, AB from 9
February 2005
--------------------------------------------------------------------------
Education Kaunas University of Technology, Engineer in radio
electronics (1993), MSc in Telecommunication Engineering
(2001), International Executive MBA (2003)
--------------------------------------------------------------------------
Previous 1993-1996 - AB Lietuvos Telekomas, Klaipeda Branch,
employment Engineer
1996-1998 - AB Lietuvos Telekomas, Klaipeda Branch, Manager
of Technical Operation Unit
1998-1999 - AB Lietuvos Telekomas, Network Operation
Department, Director of West Region Technical Center
1999-2001 - AB Lietuvos Telekomas, Network Department,
Director of Operation Sector and Services Delivery Sector
2001-2005 - AB Lietuvos Telekomas, Director of Wholesales
Department
--------------------------------------------------------------------------
Current Board Assignments
UAB Nacionaline Skaitmenine Televizija, a subsidiary of TEO LT, AB,
Chairman of the Board
UAB Voicecom, a subsidiary of TEO LT, AB, member of the Board
--------------------------------------------------------------------------
Darius Didzgalvis has 4,669 shares of TEO LT, AB that accounts for 0.0005
per cent of the share capital and gives 0.0006 per cent of votes.
--------------------------------------------------------------------------
He is not involved in the business of other Lithuanian companies and does
not have interest in the share capital in other Lithuanian companies.
--------------------------------------------------------------------------
*T
-0-
*T
Jan-Erik Elsérius (born in 1943)
--------------------------------------------------------------------------
Chief Financial Officer and Deputy General Manager of TEO LT, AB from 1
March 2004; Head of Treasury and Investor Relations Unit of TEO LT, AB.
--------------------------------------------------------------------------
Education Uppsala University, BA in Management, Managerial Economy,
Political Economy and Statistics (1967)
--------------------------------------------------------------------------
Previous 1969-1972 - Stockholm City/County Council, Financial
employment Division
1972-1975 - Swedish Telecom Administration (Telia), Head of
the Public Office of Financial Division
1975-1976 - Swedish Telecom Administration (Telia),
responsible for the Long term Planning and accountable to
the Director General
1976-1980 - Swedtel assignment in East Africa
1982-1997 - TeleLarm AB (Sweden), Finance Director, from
September 1997 Director General
1998-1999 - Securitas Larm AB (Sweden), Deputy Managing
Director
From 29 March 1999 - AB Lietuvos Telekomas, Chief Financial
Officer, Director of Finance Department
--------------------------------------------------------------------------
Current Board Assignments
UAB Lintel, a subsidiary of TEO LT, AB, member of the Board
UAB Voicecom, a subsidiary of TEO LT, AB, member of the Board
Swedish Chamber of Commerce in Lithuania, member of the Board
--------------------------------------------------------------------------
Jan-Erik Elsérius has 90,000 shares of TEO LT, AB that accounts for 0.011
per cent of the share capital and 0.0116 per cent of votes.
--------------------------------------------------------------------------
He is not involved in the business of other Lithuanian companies and does
not have interest in the share capital in other Lithuanian companies.
--------------------------------------------------------------------------
*T
Information about the total and average amount per person of the remunerations,
tantiemes and other payments from the profit by the Issuer during the reporting
period:
-0-
*T
Remuneration Annual bonus Tantiemes for Dividends for Total
during for 2007 2007 paid in 2007 paid in (in litas)
January-June paid in 2008 2008 (in 2008 (in
2008 (in (in litas) litas) litas)
litas)
------------------------ ------------- ------------- ------------- ------------- -------------
On the average per one
member of the Company's
Board (a) - - 7,714 - 7,714
------------------------ ------------- ------------- ------------- ------------- -------------
Total amount for all
members of the
Company's Board (a) - - 54,000 - 54,000
------------------------ ------------- ------------- ------------- ------------- -------------
On the average per one
member of the
Administration of the
Company (b) 268,475 349,820 - 5,419 623,714
------------------------ ------------- ------------- ------------- ------------- -------------
Total amount for all
members of the
Administration of the
Company (b) 1,342,376 1,749,100 - 27,097 3,118,573
------------------------ ------------- ------------- ------------- ------------- -------------
*T
NOTES: (a) The Board consist of seven members; (b) Members of the Company's
Administration are General Manager, Chief Sales Officer and Deputy General
Manager, Chief Marketing Officer and Deputy General Manager, Chief Operating
Officer and Deputy General Manager, and Chief Financial Officer and Deputy
General Manager.
On 29 April 2008, the Annual General Meeting of TEO LT, AB shareholders resolved
to assign LTL 378 thousand for the payment of annual compensations (tantiemes)
for the year 2007 (as of 31 December 2007 the Board of the Company consisted of
seven Board members). The annual compensation (tantiemes) for one member of the
Board was paid in June 2008 (LTL 54 thousand) and for the rest six members - in
July (LTL 324 thousand).
During the reporting period none of Board or Administration member received any
remunerations, tantiemes and other payments from the profit from the companies,
where the Company holds more than 20 per cent of their share capital as well as
the Company did not extended to the members of managing bodies any loans,
guarantees and warranties, which ensure the fulfilment of their obligations.
17. Information about compliance with the Governance Code
TEO LT, AB essentially follows a recommendatory Corporate Governance Code for
the Companies Listed on the Vilnius Stock Exchange (hereinafter 'the Governance
Code') adopted in August 2006. According to the Articles of Association of TEO
LT, AB the governing bodies of the Company are the General Shareholder's
Meeting, the Board and the General Manager. There is no Supervisory Council in
the Company. The Board consists of seven Members that are elected for the period
of two years. The Board institutes two Committees: Audit and Remuneration. Three
members of the Board comprise each committee.
Following the Governance Code all members of the Board are considered
non-executive directors, whereby two out of seven members represent minority
shareholders and are regarded as independent members of the Board.
TEO LT, AB
Copyright Business Wire 2008
