Ukio Bankas AB - Notification on material event

Convocation of an ordinary general meeting of AB Ukio bankas shareholders

AB Ukio bankas, with registration number 112020136, address: 25 Maironio str.,
LT-44250 Kaunas. 

By the initiative and decision of the Bank's Board, an ordinary general meeting
of AB Ukio bankas (head-office address Maironio str. 25, LT-44250 Kaunas,
registration number 112020136) shareholders is being convoked at the
Amphitheatre of the Zalgiris arena at Karaliaus Mindaugo ave 50, Kaunas on 30
March 2012 at 11 am. Shareholders' registration starts at 10 am. 

Only the persons who are shareholders of the Bank at the end of the General
shareholders' meeting accounting day have the right to attend and vote at the
General shareholders' meeting. The meeting accounting day is 23 March 2012. 

Property rights shall be held by the persons who will be AB Ukio bankas
shareholders at the end of the tenth working day after the General
shareholders' meeting having adopted the respective decision. The rights
accounting day is 16 April 2012 m. 

The agenda and draft resolutions of the shareholders' meeting:

1. Agenda issue: AB Ukio bankas annual report on results of operation in 2011.

AB Ukio bankas annual report on activities during 2011 to be heard (see
appendix No. 1). The resolution on this issue is not adopted. 

2. Agenda issue: AB Ukio bankas independent auditor's report.

Take into consideration AB Ukio bankas auditor's UAB “Deloitte Lietuva”
conclusion while approving AB Ukio bankas financial statements for the year
2011 (see appendix No. 1). 

3. Agenda issue: Approval of AB Ukio bankas financial statements for the year
2011. 

To approve AB Ukio bankas financial statements for the year 2011 (see appendix
No. 1). 

4. Agenda issue: Approval of AB Ukio bankas profit (loss) distribution for the
year 2011. 

4.1. To approve AB Ukio bankas profit (loss) distribution for the year 2011 as
follows: 

4.1.1. Retained earnings (loss) at the beginning of reporting year LTL 0;

4.1.2. Net profit (loss) for the reporting year LTL -4,558 thousand;

4.1.3. Transfer from reserves for loss coverage LTL 0;

4.1.4. Participants' contributions for loss coverage (in case the participants
of financial institution have decided to cover all or a part of result for
distribution (loss)) LTL 0; 

4.1.5. Profit (loss) for distribution at the end of the reporting year - LTL
-4,558 thousand: 

4.1.5.1. Transferred from other reserves, not used for reporting year - LTL 0;

4.1.5.2. Transferred from legal reserve - LTL 4,558 thousand;

4.1.5.3. Transferred from reserve capital - LTL 0;

4.1.5.4. Transferred from capital reserve - LTL 0;

4.1.6. Profit allocated for reserves- LTL 0;

4.1.7. Profit allocated for dividends and other purposes - LTL 0;

4.1.8. Retained profit (loss) to be transferred to the following financial year
- LTL 0; 

4.2. Bonuses to Board and Council members will not be paid.

5. Agenda issue: Election of the audit company and setting of the payment terms
for audit services. 
Elect UAB “Deloitte Lietuva” to be AB Ukio bankas auditor and set the payment
terms: 

5.1. Audit of financial statements for the year 2012 - LTL 275,000 plus VAT;

5.2. Audit overheads - LTL 22,000 plus VAT.

6. Agenda issue: Increase of AB Ukio bankas authorized capital.

6.1. Increase AB Ukio bankas authorized capital by supplementary contributions
up to LTL 375,824,000 (three hundred seventy five million eight hundred and
twenty four thousand litas) by a new LTL 30,000,000 (thirty million) issue of
30,000,000 ordinary registered shares of 1 (one) litas. 

6.2. Set the minimum value of the shares of the new issue 1 (one) litas for one
share. 

6.3. The beginning of the offering of the shares of the new issue is the first
business day following the day when the announcement is made at Central Storage
Facility website www.crib.lt, NASDAQ OMX Vilnius Stock Exchange website
www.nasdaqomxbaltic.com, at AB Ukio Bankas website www.ub.lt and official
notice is made by the registrar of legal persons for the shareholders to obtain
shares of the new issue under the right of pre-emption. 

6.4. Set the term of 15 days from placing the offer for AB Ukio bankas
shareholders to obtain AB Ukio bankas shares of the new issue in proportion to
the number of shares held at the end of shareholders' rights accounting day
(i.e. tenth working day after the General shareholders' meeting). 

6.5. Delegate AB Ukio bankas Board to approve the procedure of share offering
and payment and to set the price of the shares of the new issue. 

6.6. After the entire LTL 30,000,000 (thirty million) issue is distributed,
amend AB Ukio bankas articles of association III (3) as follows: “The Bank's
authorized capital of LTL 375,824,000 (three hundred seventy five million eight
hundred and twenty four thousand) is divided into 375,824,000 (three hundred
seventy five million eight hundred and twenty four thousand) ordinary
registered shares. The par value of one share is 1 (one) litas” and incorporate
into the current edition of AB Ukio bankas articles of association. 

6.7. Upon distributing not all the shares during the period set for share
distribution, regard the capital being increased by the sum of par values of
actually sold shares and delegate AB Ukio bankas Board to make respective
amendments in AB Ukio bankas articles of association III (3). 

6.8. Authorize Chief Executive Officer to sign the new edition of the Bank's
articles of association. 

6.9. Delegate AB Ukio bankas Board to register the issue of 30,000,000 (thirty
million) ordinary registered shares of the par value of 1 (one) litas and
respective amendments in Ukio bankas articles of association as provided by the
law. 

7. Agenda issue: Amendment of AB Ukio bankas Articles of Association.

7.1. Approve the new edition of AB Ukio bankas Articles of Association (see
appendix No. 2); 

7.2. Authorize Chief Executive Officer to sign the new edition of AB Ukio
bankas Articles of Association. 

The General shareholders' meeting is convened by the initiative and decision of
the Bank's Board. 

The Bank shall not provide the possibility to attend and vote in the General
shareholders' meeting through electronic communication channels. 

Each shareholder holding shares that grant at least 1/20 of all votes shall
have the right of proposing to supplement the agenda of the General
shareholders' meeting. Draft resolutions on the proposed issues shall be
submitted together with the proposal or, if the resolutions are not needed to
be approved, explanations on each proposed issue of the General shareholders'
meeting shall be presented. Proposal to supplement the agenda must be presented
in writing sending it by a registered mail at the above-specified head-office
address of the Bank or presented to the Secretariat or by the e-mail
investorrelations@ub.lt. The agenda shall be supplemented if the proposal will
be received not later than 14 days before the General shareholders' meeting. 

Each shareholder 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 General shareholders' meeting,
to nominate additional candidates for members of the Bank's managerial body,
the audit company. The proposed draft resolutions must be presented in writing
sending them by a registered mail at the above-specified head-office address of
the Bank or presented to the Secretariat or by the e-mail
investorrelations@ub.lt. The shareholders shall also be entitled to propose
draft resolutions on the General shareholders' meeting agenda issues in writing
during the meeting. 

The shareholders shall have the right to present questions related to the
General shareholders' meeting agenda issues to the Bank in advance in writing,
by stating the shareholder's personal ID number in the letter and sending by a
registered mail or presented to the Secretariat or by the e-mail
investorrelations@ub.lt. The Bank undertakes to respond if the questions are
received not later than 3 working days before the General shareholders'
meeting. Responses of a general character shall be posted on the Bank's website
www.ub.lt under the heading “For investors”. The Bank will not respond
personally to the shareholder if the respective information is posted on the
Bank's website. 

A shareholder or a person authorised by him attending the General shareholders'
meeting and entitled to vote shall submit an identity document. 

Each shareholder shall also have the right to authorise another person (natural
or legal), in the manner prescribed by law, to attend and vote at the General
shareholders' meeting on his behalf. At the meeting the authorised person shall
enjoy the same rights as the shareholder represented by him would have unless
the authorized person's rights are limited by the power of attorney or by the
laws. The authorised person must produce a power of attorney certified in the
manner prescribed by law. A power of attorney issued in a foreign state must be
translated into Lithuanian and legalised in the manner prescribed by law. 

A shareholder or a person authorised by him shall have the right to vote in
writing in advance by filling in the general ballot paper. On shareholder's
request, the Bank shall, not later than 10 days before the meeting, send the
general ballot paper by registered mail free of charge. The filled in general
ballot paper and the document confirming the voting right (if any) must be
submitted to the Bank in writing not later than on the last working day before
the General shareholders' meeting sending it by registered mail at the
above-specified head-office address of the Bank. 

The documents related to the convening and the agenda of General shareholders'
meeting, draft resolutions on each agenda item, documents that must be
submitted to the meeting, the form of the general ballot paper and other
information related to the implementation of the shareholder rights will be
available for the shareholders during working hours at AB Ukio bankas
head-office in Maironio str. 25, Kaunas and on the Bank's website www.ub.lt. 

Gintaras Ugianskis, Chairman-Chief Executive Officer, 09-03-2012




         Gintaras Ugianskis, Chairman - Chief Executive Officer, +370 37 301
301.

Attachments:

Confirmation_of_responsible_persons.PDF

Appendix_No._1_UB IFRS 2011_EN.pdf

Appendix_No._2_Articles_of_association.pdf