Terms of merger of Telia Lietuva, AB and Telia Customer Service LT, AB

On 6 November 2019, the Boards of Telia Lietuva, AB and its subsidiary, Telia Customer Service LT, AB approved the Terms of Merger of Telia Lietuva, AB (hereinafter – TELIA) and Telia Customer Service LT, AB (hereinafter – TCS).

Based on the Terms of Merger, TELIA and TCS undergo merger pursuant to Part 3 of Article 2.97 of the Civil Code of the Republic of Lithuania by the way of merger of TCS, which after the merger shall terminate its activities as a legal entity, into TELIA, which after the merger shall continue activities engaged by TELIA and TCS.

TELIA, the company involved in merger:

• name of a legal entity – Telia Lietuva, AB;
• legal form of a legal entity – public limited liability company;
• registered address of a legal entity – Saltoniškių st. 7A, Vilnius, the Republic of Lithuania;
• registration number of a legal entity – 121215434;
• register with which data about a legal entity is collected and kept – the Register of Legal Entities of the Republic of Lithuania, administrator – customer service centre for Eastern Lithuania;
• value-added tax payer’s code – LT212154314;
• authorised capital amounts to EUR 168,957,810.02;
• authorised capital is divided into 582,613,138 ordinary registered shares with nominal value of EUR 0.29 each;
• amount of paid-up authorised capital – EUR 168,957,810.02.

TCS, the company being merged:

• name of a legal entity – Telia Customer Service LT, AB;
• legal form of a legal entity – public limited liability company;
• registered address of a legal entity – Vytenio st. 18, Vilnius, the Republic of Lithuania;
• registration number of a legal entity – 110401957;
• register with which data about a legal entity is collected and kept – the Register of Legal Entities of the Republic of Lithuania, administrator – customer service centre for Eastern Lithuania;
• value-added tax payer’s code – LT104019515;
• authorised capital amounts to EUR 5,119,950;
• authorised capital is divided into 1,765,500 ordinary registered shares with nominal value of EUR 2.90 each;
• amount of paid-up authorised capital – EUR 5,119,950.

Taking into consideration, that TELIA is a sole owner of TCS, merger of TELIA and TCS shall be implemented under simplified merger procedure in accordance with Article 2.103 of the Civil Code of the Republic of Lithuania and Article 70 of the Law on Companies of the Republic of Lithuania.

No new legal entity shall be established as a result of merger. During merger shares of TCS shall not be exchanged to shares of TELIA. Authorised capital of TELIA shall not be increased.

During the process of merger, TELIA, continuing after the merger, shall assume all assets, rights and obligations of TCS. TELIA shall assume TCS assets, rights and obligations under the terms, conditions and in accordance with the procedure set forth in these Terms of Merger based on the transfer-acceptance act(s). Assets, rights and obligations (including rights and obligations under transactions) of TCS shall be transferred to TELIA as of the moment of execution of the TCS Transfer-Acceptance Act and shall be deemed assumed by TELIA as of the same moment, unless otherwise stated in the TCS Transfer-Acceptance Act.

All and any transactions of TCS concluded before the moment of execution of the TCS Transfer-Acceptance Act shall after the execution of the TCS Transfer-Acceptance Act be deemed as transactions of TELIA and shall be recorded in the books of TELIA, unless otherwise stated in the TCS Transfer-Acceptance Act.

ENCL. Terms of merger of Telia Lietuva, AB and Telia Customer Service LT, AB.

Darius Džiaugys,
Head of Investor Relations,
tel. +370 5 236 7878,
e-mail: [email protected]

Attachment

• Terms of Merger of Telia Lietuva AB and Telia Customer Service LT AB