2012-03-29 17:10:54 CEST

2012-03-29 17:12:03 CEST


REGULATED INFORMATION

Lithuanian English
Siauliu Bankas AB - Notification on material event

Resolutions of the Ordinary General Meeting of Shareholders 


Šiauliai, Lithuania, 2012-03-29 17:10 CEST (GLOBE NEWSWIRE) -- 

Šiaulių bankas AB, company code 112025254, the address Tilžės st. 149, LT-76348
Šiauliai. 



The following events took place and resolutions were made during the Ordinary
General Meeting of the Shareholders held on 29 March 2012: 

1) the consolidated Annual Report was introduced (enclosed);

2) the conclusions of the independent auditor were announced (enclosed);

3) the comments and proposals of the Bank's Supervisory Council were announced;

4) the financial statements for 2011 were approved (enclosed);

5) the distribution of profit/loss was approved (enclosed);

6 an Independent Audit Agency PricewaterhouseCoopers UAB was elected to inspect
the annual financial statements and consolidated annual report for the period
of 2012 and 2013; the annual remuneration set for the audit services rendered
over 2012 and 2013 shall not exceed LTL 124,000 (without VAT) per year. 

7) the decision regarding the amendment of the Bank Charter was made:

7.1. To amend Article 1.4 of the Charter of the Bank as follows:

       “1.4. The Bank possesses its seal with the following inscription:
Lietuvos Respublika, AB Šiaulių bankas (the Republic of Lithuania, Šiaulių
bankas AB). The Bank can have several seals numbered with different numbers.” 

7.2. To amend Article 3.2.8. of the Charter of the Bank as follows:

          “3.2.8. reserve for acquisition of own shares; the reserve is formed
by the resolution of the Meeting from the  distributable profits and shall be
used to pay for the bought in own shares”. 

7.3. 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. The Bank shall
announce about the Meeting being convened in the web-site of the Bank, in the
newspaper “Lietuvos rytas” and central base of regulated information no later
than 21 days before the day of the Meeting. The Head of the Bank or the
Chairman of the Meeting 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 attached to the minutes of the
Meeting.” 

  1. To amend Article 6.20 of the Charter of the Bank as follows:

         “6.20. If a repeated Meeting is to be convened, the shareholders are
to be informed in way the mentioned in the Article 6.18 of the Charter no later
than 14 days before the repeated Meeting. The repeated Meeting shall be
convened not earlier than 14 days and not later than 21 day after the un-held
Meeting”. 

  1. To amend Article 9.5.6. of the Charter of the Bank as follows:

          “9.5.6. Delivery of the documents to the Bank of Lithuania and to the
Central Securities Depository of Lithuania; 

  1. To amend Article 10.2 of the Charter of the Bank as follows:

           “10.2. The Bank is also entitled to open other separate subdivisions
of the Bank (client service centers and etc.) as well as to install automated
points.” 

  1. To amend Article 11.1. of the Charter of the Bank as follows:

          “11.1. The Bank has the following permanently acting non-structural
subdivisions: loan committee, internal audit committee, risk management and
remuneration committee. Order of making and competence of the loan, risk
management and remuneration committees are set by the legal acts of supervision
authorities, this Charter, regulations, approved by the Board and other
documents, approved by the bodies of the Bank.” 

  1. To amend Article 11.2. of the Charter of the Bank as follows:

          “11.2. The loan committee analyses loan application documents, solves
loan granting and term amendment matters, evaluates loan risk, gives
suggestions regarding loan granting, loan administration procedure improvement,
as well as performs other functions, set in its regulations.”7.9.To supplement
the Charter of the Bank by the Article 11.5:         “11.5. The remuneration
committee evaluates the policy, practice and incentives of the variable
remuneration, created in order to manage the risks accepted by the Bank, its
capital and liquidity and supervises the variable remuneration of managing
officers liable for the risk management and compliance control, prepares draft
resolutions of the variable remunerations and performs other functions set in
its regulations.” 

  1. To authorize (with the right to re-authorize) the Chief Executive Officer
     of the Bank Mr. Audrius Žiugžda to sign the amended Charter.



8) to elect the following persons to the Bank's Supervisory Council:  Arvydas
Salda, Sigitas Baguckas, Vigintas Butkus,  Vytautas Junevičius, Gintaras
Kateiva, Peter Reiniger, Ramunė Zabulienė. 

Chief Executive Officer Audrius Žiugžda


         Director of the Treasury Department Pranas Gedgaudas provides
additional information on the stock event and is available on tel.: +370 41
595653.