Resolutions of the Ordinary General Meeting of ShareholdersŠiaulių Bankas AB, company code 112025254, address Tilžės str. 149, LT-76348 Šiauliai, Lithuania Actions taken and resolutions made according to agenda issues of the Ordinary General Meeting of Shareholders on 31 March 2020: - Presentation of the consolidated annual report
The presentation has not been made because of the quarantine announced in Lithuania (the Consolidated Annual Report is enclosed and has been available to shareholders since 9 March 2020). - Presentation of the audit company’s conclusion.
The presentation has not been made because of the quarantine announced in Lithuania (The independent auditor's conclusion is enclosed and has been available to shareholders since 9 March 2020). - Comments and proposals of the Supervisory Council
The comments and proposals of the Supervisory Council were not presented on the day of the meeting because of the quarantine announced in Lithuania (the comments and proposals of the Supervisory Council were published together with the draft resolutions of the Board and were available to shareholders since 9 March 2020). - Approval of the financial statements for 2019
The set of financial statements for 2019 was approved (enclosed). - Allocation of Bank’s profit
Profit allocation has not been approved without having the required (at least 2/3) number of shareholders votes. Dividends and tantiemes to members of the Supervisory Council will not be paid. - Election of an audit company and determination of the remuneration for the audit company
Resolved:
1) To elect the independent audit company KPMG Baltics UAB for the audit of the consolidated and annual financial statements of the Bank and the Group for the years 2020 and 2021.
2) To set the cost of auditing the consolidated financial statements of the Group for 2020 and 2021 EUR 151.3 thousand (excluding VAT) per year, including EUR 82.5 thousand (excluding VAT) for auditing the Bank's statements, with the right to increase this price by 10 per cent. - Approval of the Remuneration Policy
The Bank’s Remuneration Policy was approved (enclosed). - Acquisition of the Bank's own shares
Resolved:
To acquire Bank's own shares under the following conditions:
1) the purpose of acquisition of own shares is to retain and increase the market price of the Bank's shares;
2) maximum number of shares to be acquired - the total nominal value of the Bank's own shares may not exceed 1/10 of the Bank's authorized capital;
3) the time limit for the Bank to acquire its own shares – within 18 months from the date of adoption of this decision;
4) maximum acquisition price per share - 15% higher than the market price of the Bank's shares on the Nasdaq Vilnius Stock Exchange when the Board makes a decision to acquire own shares, however, not higher than the book value of the share calculated according to the latest published financial statements of the Bank; minimal acquisition price per share - 15% lower than the market price of the Bank's shares in Nasdaq Vilnius when the Board makes a decision to acquire Bank's own shares;
5) The procedure for selling of own shares and the minimum sale price - the shares acquired by the Bank may be annulled by decision of the General Meeting of Shareholders or sold by decision of the Board determining that the minimum sale price of the shares is their average acquisition price and the sales procedure will ensure equal opportunities for all shareholders to acquire the shares of the Bank;
6) To authorize the Board of the Bank, in accordance with the provisions of this resolution and requirements of the Law on Companies of the Republic of Lithuania, to make decisions regarding acquisition of the Bank's own shares, to organize acquisition and selling of its own shares, to determine the procedure for the purchase and sale of shares, the time, number and price of the shares as well as to perform other actions related to the acquisition and sale of own shares.
To establish that after adopting this resolution the resolution of the General Meeting of Shareholders of 28 March 2019 regarding acquisition of the Bank's own shares shall expire. - Election of Supervisory Council members
Arvydas Salda, Gintaras Kateiva, Ramunė Vilija Zabulienė, Darius Šulnis, Martynas Česnavičius, Miha Košak and Adriano Arietti have been ellected to the Bank’s Supervisory Council.
It was determined, that: - the end of new elected Supervisory Council tenure will be the date of Ordinary General Shareholder’s meeting in 2024;
- persons who are elected to Supervisory Council for the first time will take up their duties only after receiving a permission of the Bank of Lithuania.
10. The amendment of the Bank's Charter Amendments to the Bank's Charter were approved (a comparative version of the amendments to the Bank's Charter is enclosed). Bank’s management comment on the profit allocation
Shareholder resolution not to approve the profit allocation, foreseeing payment of nearly EUR 17 million in dividends, demonstrates the long-term prudent strategic approach. Due to this shareholder resolution, the capital reserve of Šiaulių Bankas will exceed the regulatory capital requirement by more than EUR 160 million. This will help the Bank operate in a stable and successful manner under the adverse economic conditions.
The draft resolutions (on the agenda of the General Meeting of Shareholders) approved by the Management Board of the Bank on 6 March 2020 were adopted on that day status. At that time information on the risks of COVID-19 was already available, but the Management Board considered that dividends from distributable profits could be paid out to the shareholders, ensuring continuity of dividend policy, Bank’s sound performance and safe compliance with its regulatory risk requirements. In March, in the view of growing risk of the economic situation, the consultations were held on a possible adjustment to the draft resolutions with the Bank’s major shareholders and supervisory authorities.
When the uncertainty about economic growth diminishes and the consequences of COVID-19 are better understood, Šiaulių Bankas will continue to pursue the approved dividend policy aiming to increase shareholder value. Additional information shall be provided by:
Deputy Director of Markets and Treasury Department
Pranas Gedgaudas +370 41 595653, pranas.gedgaudas@sb.lt
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