Notification on material event
Resolutions of the Extraordinary General Meeting of Shareholders
Šiauliai, Lithuania, 2015-06-22 15:14 CEST --
The following resolutions with regard to the agenda issues have been passed during the Extraordinary General Meeting of Shareholders held on 22 June 2015:
Regarding the amendments of the Bank's Charter, not related to the authorized capital increase.
1) To amend the Article 6.3 of the Charter of the Bank as follows:
“6.3. Exclusively the General Shareholders’ Meeting:
6.3.1. amends Charter of the Bank, except in cases, provided in the laws;
6.3.2. change domicile of the Bank;
6.3.3. elect the Council members;
6.3.4. recall the Council or its individual members;
6.3.5. elects and recalls the audit company to audit the annual financial statements, sets the terms of payment for audit services;
6.3.6. approves the set annual financial statements of the Bank;
6.3.7. sets class, number, par value and minimum issue price of the shares, issued by the Bank;
6.3.8. adopt resolution regarding:
220.127.116.11. issuing of convertible bonds;
18.104.22.168. cancellation of the preference right to purchase shares or convertible bonds of the Bank of a given emission to all of the shareholders;
22.214.171.124 conversion of the Bank's shares of one class into another, approval of the conversion order;
126.96.36.199 allocation of profit (loss);
188.8.131.52 making, use, reduction and cancellation of reserves;
184.108.40.206 increase of authorized capital;
220.127.116.11 reduction of authorized capital, except of the cases, provided in the laws;
18.104.22.168. purchase by the Bank of its own shares;
22.214.171.124 reorganization or demerge of the Bank and approving terms of such reorganization or demerge; except of the cases, provided in the Law on Companies of the Republic of Lithuania;
126.96.36.199 restructuring of the Bank;
188.8.131.52 liquidation of the Bank, cancellation of liquidation, except cases, provided in the laws;
6.3.9. to select and cancel the Bank’s liquidator, except cases, provided in the laws."
2) To amend the Article 13.1 of the Charter of the Bank as follows:
„13.1. Notifications of the Bank are announced and publicized by the Head of the Bank according to the documents and information he is delivered. The notifications, subject to publication in press according to the laws and other legal acts, shall be published in the electronic publication used to announce public notifications, issued by legal entities registry custodian in the order prescribed by the Government. The notifications may be delivered to the addressee upon signature or sent by mail (including registered mail). If the laws and other legal acts prescribe some specific way of announcement, the notifications shall be announced in the required specific way".
3) To authorize Chief Executive Officer of the Bank Vytautas Sinius to sign the Charter amended by present resolution and to organize registration of the amended Charter in compliance with the order set for by the laws immediately after the Meeting of Shareholders over the reasonably shortest period of time.
2. Regarding the Bank’s authorized capital increase by additional contributions.
To increase the authorized capital of the Bank by EUR 6,771,500 by additional contributions issuing 23,350,000 ordinary registered shares with EUR 0.29 nominal value. To set out a price of EUR 0.29 per issued share.
3. Regarding withdrawal of the shareholders’ right of pre-emption to acquire new shares.
In order to meet the bank's commitment to pay for the purchased shares of the bank Finasta AB as well as for the shares of financial brokerage company Finasta AB by newly issued shares of Šiaulių Bankas and to carry out the procedures of registration of the increased bank's authorized capital over the shortest possible time, to withdraw from all shareholders a pre-emptive right to acquire newly issued shares in proportion to the total nominal value of the shares held by them. To entitle limited liability public company Invalda INVL (company's code 121304349, domicile address Šeimyniškių str. 1A, Vilnius City Municipality, Vilnius) to the right to acquire newly issued shares.
4. Regarding the amendments of the Bank's Charter related to the authorized capital increase.
1) If the only investor entitled to the pre-emptive right to acquire newly issued shares subscribes and pays for all the shares of the issue, to amend the 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 the registered shares. The authorized capital of the Bank is LTL 91,805,300 (ninety one million eight hundred five thousand three hundred). It is divided into 316,570,000 (three hundred sixteen million five hundred seventy thousand) ordinary registered shares. Par value of one share is EUR 0.29 (twenty-nine hundredths)."
2) If the only investor entitled to the pre-emptive right to acquire newly issued shares subscribes and pays for not all the shares of the issue, to consider that the authorized capital is increased by the sum of par values of the subscribed shares and to delegate the Management Board of the Bank to amend the Article 3.5 of the Charter of the Bank accordingly.
3) To authorize Chief Executive Officer of the Bank Vytautas Sinius to sign the amended Charter and to register such amended Charter in compliance with the order set for by the laws after receiving a permit from the supervisory authorities to register the amendment of the Charter related to the authorized capital increase.
5. Regarding consent to draw up the terms of reorganisation and delegation to draw up the terms of reorganisation.
1) To approve the development of the terms of reorganisation of Šiaulių Bankas AB, bank Finasta AB and financial brokerage company Finasta by way of merge.
2) To delegate the Management Board of the Bank immediately but not earlier than Invalda INVL AB subscribes and pays for the bank's newly issued shares and the Bank receives the statements of the Bank’s securities accounts of bank Finasta AB and financial brokerage company Finasta AB certifying the ownership of 100 per cent of shares of the bank Finasta AB and financial brokerage company Finasta AB, to draw up the terms of reorganisation by way of merge when the bank Finasta AB and financial brokerage company Finasta AB shall stop operating after reorganisation by way of merge with Šiaulių bankas AB which is to continue operating.
3) To authorize Chief Executive Officer of the Bank Vytautas Sinius to submit the terms of reorganisation drawn up by the Management Board as well as other documents required by the laws to the state enterprise Centre of Registers and to carry out other obligatory actions required by laws.
Chief Executive Officer Vytautas Sinius
Director of the Treasury Department Pranas Gedgaudas provides additional information and is available on tel.: +370 41 595653.