Notification on material event
Resolutions of the Ordinary General Meeting of Shareholders
Šiauliai, Lithuania, 2013-03-28 16:41 CET --
The following events took place and resolutions were made during the Ordinary General Meeting of the Shareholders held on 28 March 2013:
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 set of consolidated financial statements for 2012 were approved (enclosed);
5) the distribution of profit/loss was approved (enclosed);
6) the decision regarding the authorized capital increase from bank funds was made - to increase the authorized capital of the bank by LTL 15.142.467 from the capital reserve (share premium) issuing 15.142.467 ordinary registered shares with LTL 1 nominal value and to distribute issued shares to the shareholders free of charge in proportion to the total nominal value of shares owned by them at the end of the day of accounting of rights of the Meeting (6,4475%).
7) the decision regarding the amendments of the Bank Charter was made:
To amend Article 3.5 of the Charter of the Bank as follows:
„3.5 The authorized capital of the Bank is total amount of the par values of all registered shares. The authorized capital of the Bank is LTL 250.000.000 (two hundred fifty million). It is divided into 250.000.000 (two hundred fifty million) ordinary registered shares. Par value of one share is LTL 1 (one).“
To amend Article 7.1 of the Charter of the Bank as follows:
“7.1.The Council is a collegial body supervising the activities of the Bank and directed by its chairman. The number of members of the Council is eight (8). The Council shall be elected by the Meeting. During the election of the Council members each shareholder shall have the number of votes which is equal to the number of votes carried by the shares held by him multiplied by the number of members of the Council being elected. The shareholder shall distribute the votes at his discretion, giving them for one or several candidates. Candidates who receive the greatest number of votes shall be elected. If the number of candidates who received an equal number of votes is larger than the number of vacancies in the Council, a repeated voting shall be held in which each shareholder may vote only for one of the candidates who received an equal number of votes. The Council shall be elected for a 4-year term.”
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 committee and remuneration committee. Order of making and competence of the committees are set by the legal acts of the supervision authorities, this Charter, provisions of the committees and other documents approved by the bodies of the Bank.“
To authorize (with the right to re-authorize) the Chief Executive Officer of the Bank Mr Audrius Žiugžda to sign the amended Charter.
8) it was resolved not to elect the members of the Supervisory Council Member in this meeting.
Chief Executive Officer Audrius Žiugžda
Director of the Treasury Department Pranas Gedgaudas provides additional information and is available on tel.: +370 41 595653.