Siauliu Bankas - Notification on material event

Resolutions of the Ordinary General Meeting of Shareholders

Šiauliai, Lithuania, 2016-03-30 16:54 CEST (GLOBE NEWSWIRE) -- 

The following events took place and the resolutions were made according to
agenda issues during the Ordinary General Meeting of Shareholders held on 30
March 2016: 

  1. Regarding the consolidated annual report.

The consolidated Annual Report was introduced (enclosed).

  1. Regarding the audit company’s conclusions.

The conclusions of the independent auditor were announced (enclosed).

  1. Regarding the comments and proposals of the Supervisory Council.

The comments and proposals of the Bank’s Supervisory Council were announced.

  1. Regarding the approval of the financial statements of 2015.

The set of financial statements for 2015 was approved (enclosed).

  1. Regarding the distribution of profit (loss).

The allocation of profit (loss) of the Bank was approved (enclosed).

According to approved profit allocation dividends will be paid: 0.002 eur
(0.69%) for one ordinary registered 0.29 eurpar value share. 

  1. Regarding the authorized capital increase from the Bank’s own funds.

The resolution was made to increase the authorized capital of the Bank by EUR
18,245,276.34from unallocated profit issuing 62,914,746 ordinary registered
shares with EUR 0.29 nominal value.To distribute issued shares to the
shareholders free of charge in proportion to the total nominal value of shares
owned by them at the end of the day of accounting of rights of the Meeting
(20%). 

  1. Regarding the amendment of the Charter.

The resolution was made:

  1. To amend Article 3.5 of the Charter of the Bank as follows:

„3.5 The authorized capital of the Bank is total amount of the par values of
all registered shares. The authorized capital of the Bank is EUR 109,471,658.33
(one hundred nine million four hundred seventy one thousand six hundred fifty
eight and thirty three hundredths). It is divided into 377,488,477 (three
hundred seventy seven million four hundred eighty eight thousand four hundred
seventy seven) ordinary registered shares. Par value per share is EUR 0.29
(twenty nine hundredths).“ 

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

„7.1. The Supervisory Council is a collegial body supervising the activities of
the Bank and directed by its chairman. The number of members of the Council is
7 (seven), it is elected by the Meeting. During the election of the Council
members each shareholder shall have the number of votes which is equal to the
number of votes carried by the shares held by him multiplied by the number of
members of the Council being elected. The shareholder shall distribute the
votes at his discretion, giving them for one or several candidates. Candidates
who receive the greatest number of votes shall be elected. If the number of
candidates who received an equal number of votes is larger than the number of
vacancies in the Council, a repeated voting shall be held in which each
shareholder may vote only for one of the candidates who received an equal
number of votes. The Council shall be elected for a 4-year term.“ 

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

“11.1. The Bank has the following permanently operating non-structural
subdivisions: a loan committee,an internal audit committee, a remuneration
committee,a nomination committee, a risk committee and a risk management
committee. Order of making and competence of the committees are set in
accordance withlegal acts, this Charter, regulations of the committees and
other documents, approved by the bodies of the Bank. In compliance with the law
and regulations of the supervisory authorities the composition, competences,
arrangement of activities and provisions of the internal audit committee,
remuneration committee, risk committee and the nomination committee are
approved by the Council.“ 

  1. To supplement the Charter of the Bank with Articles 11.6 and 11.7 and set
     them as follows:

„11.6.The nomination committee shall nominate and recommend, for the approval
of the bodies of the Bank or for approval of the Meeting, candidates to fill
body of the Bank vacancies, shall evaluate the balance of skills, knowledge and
experience of the members of the bodies of the Bank, shall submit comments and
findings related to the matter, assess the structure, size, composition,
operating results and shall carry out other functions provided for in its
provisions. 

11.7. The risk committee shall advise the bodies of the Bank on the overall
current and future risk acceptable to the Bank and strategy and assist in
overseeing the implementation of that strategy at the Bank, shall verify
whether prices of liabilities and assets offered to clients take fully into
account the Bank’s business model and risk strategy and shall also shall carry
out other functions provided for in its provisions.” 

  1. To authorize Chief Executive Officer of the Bank to sign the amended
     Charter and to register amended Charter in compliance with the order set
     for by the laws after receiving a permit from the supervisory authorities
     to register the amendment of the Charter related to the authorized capital
     increase.

  1. Regarding the election of the audit company.

The resolution was made:

  1. To elect an independent audit company PricewaterhouseCoopers UAB for
     inspection of the Bank’s and Group’s annual consolidated financial
     statements and the consolidated annual report for the year of 2016 and
     2017.
  2. 2. To set the annual remuneration for auditingthe Group’s consolidated
     annual statementsfor 2016 and 2017 not exceeding EUR 81 thousand (without
     VAT) including EUR 38 thousand (without VAT) for auditing the Bank.



  1. Regarding the election of the members of the Supervisory Council.

Arvydas Salda, Gintaras Kateiva, Ramunė Vilija Zabulienė, Darius Šulnis,
Martynas Česnavičius, Peter Reiniger and Valdas Vitkauskas have been ellected
to the Bank’s Supervisory Council. 

It was determined, that:

  1. the end of new elected Supervisory Council tenure will be the date of
     ordinary general shareholder’s meeting in 2020;
  2. persons who are elected to Supervisory Council for the first time will take
     up their dutiesonly after receiving a permission of the Bank of Lithuania.



Dividends allocated by the Meeting and free shares shall be distributed in
proportion to the number of shares owned by the shareholders at the end of the
day of accounting of rights. The day of accounting ofrights is 13 April 2016. 

Chief Executive Officer          Vytautas Sinius


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

Attachments:

Allocation_of_profit.pdf

2015_Annual_Report.pdf