General meeting of shareholders
Additional information for shareholders on item 6 of the agenda of the General Meeting of Shareholders to be held on 28/03/2019
Šiaulių Bankas AB, company code 112025254, address Tilžės st. 149, LT-76348 Šiauliai, Lithuania.
On 7 March 2019 the Bank announced about convocation of the General Meeting of Shareholders to be held on 28 March 2019 and draft resolutions proposed by the Board on the agenda of this meeting.
By decision of the Board of the Bank, it was resolved to publicly announce the explanation provided by Sorainen, Law Firm advising the Bank on granting shares to the employees, on the draft of the Rules for Granting Shares and to place it on the Bank's website www.sb.lt under the information section “About Bank“-›” To Bank‘s Investor’s ”-› “ General Meetings of Shareholders ”.
Please also be informed that, in accordance with the legislation in force in the Republic of Lithuania, since 2012 the Bank has been obliged to pay (and it has been paying) variable remuneration part of which is in the Bank's shares to the employees whose professional activities and / or decisions taken may have a significant impact on the risk assumed. In the absence of legal regulation on granting shares to employees in Lithuania, the Bank filled its obligations to employees to grant the Bank’s shares by purchasing its own shares for employees on the stock exchange directly according to the joint order of the employees' group. The variable remuneration of employees is accounted for as salary costs in the Bank's financial statements, and detailed information on the variable remuneration is presented in chapter Remuneration Policy of the Consolidated Annual Report of the Bank’s Financial Statements for 2018.
From 1 January 2018 after the amendment of the Law on Companies, the Bank is provided with the possibility to grant shares to employees by using reserves for granting or acquisition of shares. Use of reserves is subject to a necessary condition - the General Meeting of Shareholders must approve the Rules for Granting Shares, which describe the procedure for the provision of shares to employees regulated by the Law on Companies.
In order to take advantage of the possibility to grant shares in accordance with the procedure expressly provided for in the Law on Companies, in 2018 the Charter of the Bank was supplemented with the right of the General Meeting of Shareholders to take a decision on approval of the Rules for Granting Shares (Article 184.108.40.206 of the Charter) and the draft of the Rules for Granting Shares was submitted for the approval of the General Meeting of Shareholders to be held on 28 March 2019. After the approval of the Rules for Granting Shares, the Bank would fulfil its obligations to grant shares to its employees by acquiring its own shares which would be paid from the reserve for acquisition of own shares and transferring them to the employees who are variable remuneration beneficiaries.
It should be noted that the aforementioned amendment to the Law on Companies does not establish new nor change the existing requirements applicable by the Bank to assignment and payment of variable remuneration. The assignment, approval and granting of the variable remuneration (including part paid in the Bank's shares) at the Bank will continue to be carried out in accordance with the procedure established in the Bank's internal documents as in compliance with the valid legal acts of the Republic of Lithuania approval and implementation of the remuneration policy are exclusively subject to the competence of the Supervisory Council and the Board. Unlike before, since 1 January 2018 the amendment to this law establishes a new and clear method governed by the legislation on how the shares assigned as part of the variable remuneration could be granted to employees (by issuing a new share issue or transferring own acquired shares) without prohibiting the Bank from using other forms of share granting (e.g. share purchase on the basis of a joint order of the group of employees or other).
Additional information shall be provided by
Director of the Legal Department
Aurelija Geležiūnė, tel. 852758063