OREANDA-NEWS. On 31 March 2016 the Board of TEO LT, AB (hereinafter “Teo” or “the Company”) decided: 

- To approve the draft of the audited annual consolidated and separate financial statements of the Company for the year 2015, prepared according to the International Financial Reporting Standards, and to propose to the Company’s Annual General Meeting of Shareholders to approve the draft of the Company’s annual consolidated and separate financial statements for the year 2015.

Audited financial results of Teo Group for the year 2015 are the same as the results announced on 29 January 2016 for the twelve months of 2015 – consolidated Teo Group revenue for the year 2015 amounted to EUR 204,598 thousand. EBITDA excluding non-recurring items was EUR 80,765thousand and free cash flow amounted to EUR 28,543 thousand.

- To approve the Company’s Consolidated Annual Report for the year 2015, prepared by the Company and assessed by the auditors, and to present the Company’s Consolidated Annual Report for information to the Company’s Annual General Meeting of Shareholders.

- To approve the draft of the Company’s profit allocation for the year 2015 and to propose for the Annual General Meeting of Shareholders to allocate the profit according to the draft of profit allocation: allocate EUR 5,826 thousand from the Company’s distributable profit for the payment of dividends for the year 2015, or EUR 0.01 dividend per share. 

- To propose to the Annual General Meeting of Shareholders to approve the preparation of reorganisation terms, under which the Company’s subsidiaries UAB Omnitel and UAB Baltic Data Center would be merged into TEO LT, AB.

- To convoke the Annual General Meeting of Shareholders in TEO LT, AB headquarters, in a room on the 23rd floor, Lvovo str. 25, Vilnius, Lithuania, at 13.00 on 26 April 2016, and to propose to the Annual General Meeting of Shareholders’ the following draft agenda:

1. Presentation by the Company’s auditor.
2. Approval of the annual consolidated and separate financial statements of the Company for the year 2015 and presentation of the consolidated annual report of the Company for the year 2015.
3. Allocation of the profit of the Company of 2015.
4. Regarding the approval of reorganisation terms.
5. Election of the Company’s new Board member.
6. Regarding the implementation of decisions.

The Board comment on adopted decisions:

“Today the Board adopted a significant decision in the history of TEO LT, AB Group. It was decided to ask for shareholders’ approval for preparation of reorganisation terms following which subsidiaries UAB Omnitel and UAB Baltic Data Center would be merged into TEO LT, AB. While operating as separate legal entities for the past half year, the Group companies have been generating common decisions that maximize the benefits for our customers, prompt synergies and innovations. This experience shows that together we are stronger, more useful and attractive to our customers and investors.

Having evaluated the demand for long-term strategic investments, loan repayment terms and our overall leverage levels following the acquisition of Omnitel, the Board has proposed to the shareholders that the level of dividend pay-out for the year 2015 be lower compared with the year 2014. Such a proposal reflects a conservative approach of the Board towards the Group’s long-term capital structure, which will ensure a gradual reduction in the levels of debt.  

We believe that both large and minority shareholders will support the Board’s vision to create a new generation telco in order to sustainably create value to the shareholders in the medium and long term.”