General meeting of shareholders
Resolutions of the Ordinary General Meeting of Shareholders
Šiauliai, Lithuania, 2017-03-30 16:32 CEST --
Šiaulių Bankas AB, company code 112025254, the address Tilžės st. 149, LT-76348 Šiauliai.
The following events took place and the resolutions were made according to agenda issues during the Ordinary General Meeting of Shareholders held on 30 March 2017:
Regarding the consolidated annual report.
The consolidated Annual Report was introduced (enclosed).
Regarding the audit company’s conclusions.
The conclusions of the independent auditor were announced (enclosed).
Regarding the comments and proposals of the Supervisory Council.
The comments and proposals of the Bank’s Supervisory Council were announced.
Regarding the approval of the financial statements of 2016.
The set of financial statements for 2015 was approved (enclosed).
Regarding the allocation of profit (loss).
The allocation of profit (loss) of the Bank was approved (enclosed).
According to approved profit allocation dividends will be paid: 0.005 eur (1.72%) for one ordinary registered 0.29 eur par value share.
Regarding the authorized capital increase from the Bank’s funds.
The resolution was made to increase the authorized capital of the Bank by EUR 21,894,331.55 from unallocated profit issuing 75,497,695 ordinary registered shares with EUR 0.29 nominal value. 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 (20%).
Regarding the amendments of the Charter.
The resolution 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 EUR 131,365,989.88 (one thirty one million three hundred sixty five thousand nine hundred eighty nine and eighty eight hundredths). It is divided into 452,986,172 (four hundred fifty two million nine hundred eighty six thousand one hundred seventy two) ordinary registered shares. Par value per share is EUR 0.29 (twenty nine hundredths).“
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. Bank shall announce about the Meeting being convened on Bank’s website, in the electronic publication for announcement of public notifications managed by custodian of Register of Legal Entities in the order prescribed by the Government and in the Central database of regulated information no later than 21 day before the day of the Meeting. The Head of the Bank or meeting chairman 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 unclosed with the minutes of the Meeting.“
To amend Article 7.2 of the Charter of the Bank as follows:
“7.2. New member into the vacancy may be elected by the Meeting in the general order for the period till the end of the Council’s term.“
To authorize Chief Executive Officer of the Bank to sign the amended Charter and to register 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.
Regarding the election of the member of the Supervisory Council.
Miha Košak, the representative of the European Bank for Reconstruction and Development has been elected to the Bank’s Supervisory Council.
It has been determined that a person elected to the Supervisory Council will start taking his office only upon receiving the permission from the Bank of Lithuania and will be occupied until the end of the current term of the Supervisory Council which coincides with the date of the Bank’s Ordinary General Meeting of Shareholders in 2020.
Additional information regarding dividends and free shares.
Dividends allocated by the Meeting and free shares shall be distributed in proportion to the number of shares owned by the shareholders at the end of the day of accounting of rights. The day of accounting of rights is 13 April 2017.
Chief Executive Officer Vytautas Sinius
Deputy Director of the Markets and Treasury Department Pranas Gedgaudas provides additional information and is available on tel.: +370 41 595653