Notification on material event
Resolutions of the Ordinary General Meeting of Shareholders
Šiauliai, Lithuania, 2012-03-29 17:10 CEST --
Šiaulių bankas AB, company code 112025254, the address Tilžės st. 149, LT-76348 Šiauliai.
The following events took place and resolutions were made during the Ordinary General Meeting of the Shareholders held on 29 March 2012:
1) the consolidated Annual Report was introduced (enclosed);
2) the conclusions of the independent auditor were announced (enclosed);
3) the comments and proposals of the Bank’s Supervisory Council were announced;
4) the financial statements for 2011 were approved (enclosed);
5) the distribution of profit/loss was approved (enclosed);
6 an Independent Audit Agency PricewaterhouseCoopers UAB was elected to inspect the annual financial statements and consolidated annual report for the period of 2012 and 2013; the annual remuneration set for the audit services rendered over 2012 and 2013 shall not exceed LTL 124,000 (without VAT) per year.
7) the decision regarding the amendment of the Bank Charter was made:
7.1. To amend Article 1.4 of the Charter of the Bank as follows:
“1.4. The Bank possesses its seal with the following inscription: Lietuvos Respublika, AB Šiaulių bankas (the Republic of Lithuania, Šiaulių bankas AB). The Bank can have several seals numbered with different numbers.”
7.2. To amend Article 3.2.8. of the Charter of the Bank as follows:
“3.2.8. reserve for acquisition of own shares; the reserve is formed by the resolution of the Meeting from the distributable profits and shall be used to pay for the bought in own shares”.
7.3. To amend Article 6.18 of the Charter of the Bank as follows:
“6.18. Body of the Bank, persons or authority, who passes the decision to convene the Meeting, shall deliver the Bank the information and the documents, necessary to prepare notification about the Meeting. The Bank shall announce about the Meeting being convened in the web-site of the Bank, in the newspaper “Lietuvos rytas” and central base of regulated information no later than 21 days before the day of the Meeting. The Head of the Bank or the Chairman of the Meeting shall inform the shareholders about the documents, proving due notification of the shareholders about the Meeting in the beginning of the Meeting. These documents are to be attached to the minutes of the Meeting.”
To amend Article 6.20 of the Charter of the Bank as follows:
“6.20. If a repeated Meeting is to be convened, the shareholders are to be informed in way the mentioned in the Article 6.18 of the Charter no later than 14 days before the repeated Meeting. The repeated Meeting shall be convened not earlier than 14 days and not later than 21 day after the un-held Meeting”.
To amend Article 9.5.6. of the Charter of the Bank as follows:
“9.5.6. Delivery of the documents to the Bank of Lithuania and to the Central Securities Depository of Lithuania;
To amend Article 10.2 of the Charter of the Bank as follows:
“10.2. The Bank is also entitled to open other separate subdivisions of the Bank (client service centers and etc.) as well as to install automated points.”
To amend Article 11.1. of the Charter of the Bank as follows:
“11.1. The Bank has the following permanently acting non-structural subdivisions: loan committee, internal audit committee, risk management and remuneration committee. Order of making and competence of the loan, risk management and remuneration committees are set by the legal acts of supervision authorities, this Charter, regulations, approved by the Board and other documents, approved by the bodies of the Bank.”
To amend Article 11.2. of the Charter of the Bank as follows:
“11.2. The loan committee analyses loan application documents, solves loan granting and term amendment matters, evaluates loan risk, gives suggestions regarding loan granting, loan administration procedure improvement, as well as performs other functions, set in its regulations.”7.9.To supplement the Charter of the Bank by the Article 11.5: “11.5. The remuneration committee evaluates the policy, practice and incentives of the variable remuneration, created in order to manage the risks accepted by the Bank, its capital and liquidity and supervises the variable remuneration of managing officers liable for the risk management and compliance control, prepares draft resolutions of the variable remunerations and performs other functions set in its regulations.”
To authorize (with the right to re-authorize) the Chief Executive Officer of the Bank Mr. Audrius Žiugžda to sign the amended Charter.
8) to elect the following persons to the Bank’s Supervisory Council: Arvydas Salda, Sigitas Baguckas, Vigintas Butkus, Vytautas Junevičius, Gintaras Kateiva, Peter Reiniger, Ramunė Zabulienė.
Chief Executive Officer Audrius Žiugžda
Director of the Treasury Department Pranas Gedgaudas provides additional information on the stock event and is available on tel.: +370 41 595653.