General meeting of shareholders
Convocation of the Ordinary General Meeting of Shareholders
The Ordinary General Meeting of Shareholders of Šiaulių Bankas AB (the address of the head office Tilžės str. 149, Šiauliai, Lithuania, the company code 112025254) shall be convened on 31 March 2020.
The place of the Meeting – the auditorium of Šiauliai J. Janonio gymnasium, Tilžės str. 137, Šiauliai.
The Meeting starts at 3:00 p.m. (registration starts at 2:00 p.m.).
Please note that for the purpose of preventing coronavirus spread, the Bank encourages shareholders instead of attending a meeting to consider the possibility of opting for a written vote in advance by completing and submitting a general ballot paper to the Bank as described in this notice.
The Meeting’s accounting day – 24 March 2020 (the persons who are shareholders of the Bank at the end of accounting day of the General Meeting of Shareholders or persons authorized by them, or the persons with whom shareholders concluded the agreements on the disposal of voting right, shall have the right to attend and vote at the General Meeting of Shareholders).
The day of accounting of rights – 15 April 2020 (the shareholders shall use the property rights arising from the resolutions passed during the General Meeting of Shareholders in proportion to the number of shares owned at the end of the day of accounting of rights).
The Meeting is initiated and convened by the Management Board of Šiaulių Bankas AB.
Agenda of the Meeting
- Presentation of the consolidated annual report.
- Presentation of the audit company’s report.
- Comments and proposals of the Supervisory Council.
- Approval of the financial statements of 2019.
- Allocation of profit (loss).
- Election of an audit company and determination of the remuneration for the audit company.
- Approval of the Remuneration Policy.
- Acquisition of the Bank's own shares.
- Election of the Supervisory Council members.
- Amendment to the Bank's Charter.
Bank shall not provide the possibility to participate and vote in the Meeting through the electronic communication channels.
The draft resolutions on each agenda issue, documents to be submitted to the General Meeting of Shareholders and other information related with the exercising of the shareholders’ rights shall be available on the website of the Bank at www.sb.lt: About Bank › To Bank's Investors › Meetings not later than 21 days before the Meeting. This information shall also be available for the shareholders at the head office of the Bank (on Tilžės str. 149, Šiauliai) in the room No. 201 from 7:30 a.m. till 4:30 p.m. Telephone for enquiry: +370 41 59 56 53.
The shareholders holding shares that grant at least 1/20 of all votes, shall have the right of proposing to supplement the agenda of the Meeting by providing the Meeting draft resolution on each additionally proposed issue or in case no resolution is required - the explanation. The proposals to supplement the agenda shall be submitted in writing or by e-mail.
The proposals shall be presented in writing to the Secretariat on business days or by sending it by registered mail at the address: Šiaulių Bankas AB, Tilžės street 149, LT-76348 Šiauliai.
The proposals submitted via the e-mail shall be sent to email@example.com.
The proposals to supplement the agenda with the additional issues shall be submitted till the 17 March 2020, 4:30 p.m. In case the agenda of the Meeting is supplemented the Bank will report on it no later than 10 days before the Meeting in the same ways as on convening of the Meeting.
The shareholders holding shares that grant at least 1/20 of all votes shall have the right of proposing new draft resolutions on the issues already included or to be included in the agenda of the Meeting as well as additional candidates for the Supervisory Council, and an audit company. The proposals shall be submitted in writing or via the bank's on-ine banking system SB Linija, which ensures the security of the information transmitted and enables the shareholder to be identified.
The proposals in writing shall be presented by 12:00 at noon on 31 March 2020 to the Secretariat on business days or by sending it by registered mail at the address: Šiaulių Bankas AB, Tilžės street 149, LT-76348 Šiauliai. The proposals submitted in writing will be discussed during the Meeting in case they are received in the Bank till the Meeting date (31 March 2020) 12:00 at noon. During the Meeting the proposals shall be submitted to the Chairman of the Meeting after he announces the Meeting agenda and no later than the Meeting starts working on the issues of agenda.
Proposals can be submitted through the bank's Internet banking system SB Linija until 16.30 p.m. On 30 March 2020.
The shareholders shall have the right to present questions related to the General Meeting of Shareholders' agenda issues to the Bank in advance. The shareholders shall present the questions not later than 3 business days before the Meeting via the e-mail firstname.lastname@example.org. The Bank undertakes to respond to the submitted questions via the e-mail till the Meeting day, except the questions related to the Bank’s commercial secret and confidential information.
During the registration to attend the Meeting the shareholders or the persons authorized by them shall submit a document which is a proof of his/her identity. The shareholders' authorized persons shall submit the power of attorney confirmed by the established order. The power of attorney issued by the natural person shall be notarized. A power of attorney issued in a foreign country must be translated into Lithuanian and legalized in the manner prescribed by law. Representative can be authorized by more than one shareholder and shall have a right to vote differently under the orders of each shareholder.
The shareholder holding shares in the Bank, where the shares have been acquired on his own behalf, but for the benefit of other persons, must disclose before voting at the General Meeting of Shareholders to the Bank the identity of the final customer, the number of shares that are put to the vote and the content of the voting instructions submitted to him or any other explanation regarding the participation agreed upon with the customer and voting at the General Meeting of Shareholders.
Shareholder shall also have the right to authorize through electronic communication channels another person (natural or legal) to participate and vote in the Meeting on shareholder’s behalf. Such authorization shall not be confirmed by the notary officer. The power of attorney issued through electronic channels must be confirmed by the shareholder with an electronic signature developed by safe signature equipment and approved by a qualified certificate effective in the Republic of Lithuania. The shareholder shall inform the Bank on the power of attorney issued through electronic communication channels by e-mail email@example.com no later than the last business days before the Meeting at 4:00 p.m. The power of attorney and notification shall be issued in writing. The power of attorney and notification to the Bank, not the letter sent via the e-mail, shall be signed with the Electronic Signature.
Each shareholder or representative thereof shall have the right to cast his vote in advance in writing by filling in a general ballot paper. Upon the written shareholder‘s request, the Bank no later than 10 days before the Meeting shall send a general ballot paper by registered mail or hand it in person against signature.The general ballot paper filled shall be signed by the shareholder or his representative. In case the ballot paper is signed by the shareholder’s authorized representative, such person along with the filled ballot paper shall submit the document to confirm the voting right. The ballot paper filled and the document confirming the voting right (if required) shall be submitted to the Bank by registered mail at the address Šiaulių Bankas AB, Tilžės street 149, LT-76348, Šiauliai or by submitting it to Secretariat. Only dully filled-in ballot papers received until the Meeting will be deemed to be valid. A filled in general ballot paper can be transferred to the bank via the bank's on-line system SB Linija as it ensures the security of the information transmitted and allows identification of the shareholder. In this manner ballot papers can be submitted by 4:30 p.m. on 30 March 2020.
The following information and documents during the whole period, starting no later than 21 days before the Meeting, are available on the website of the Bank www.sb.lt at “Bank Investors -› Meetings”:
- the report on convening the Meeting;
- the total number of the Bank’s shares and the number of shares with voting right on the convening day of the Meeting;
- the draft resolutions on each agenda issue and other documents to be submitted to the Meeting;
- the general ballot paper form;
- the form of the power of attorney to represent the shareholder.
Deputy Director of Markets and Treasury Department Pranas Gedgaudas provides additional information is available on tel. + 370 41 595 653.