Siauliu Bankas AB - Notification on material event

Resolutions of the Ordinary General Meeting of Shareholders

Šiauliai, Lithuania, 2013-03-28 16:41 CET (GLOBE NEWSWIRE) -- 

The following events took place and resolutions were made during the Ordinary
General Meeting of the Shareholders held on 28 March 2013: 

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 set of consolidated financial statements for 2012 were approved
(enclosed); 

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

6) the decision regarding the authorized capital increase from bank funds was
made - to increase the authorized capital of the bank by LTL 15.142.467 from
the capital reserve (share premium) issuing 15.142.467 ordinary registered
shares with LTL 1 nominal value and 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
(6,4475%). 

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

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 LTL
250.000.000 (two hundred fifty million). It is divided into 250.000.000 (two
hundred fifty million) ordinary registered shares. Par value of one share is
LTL 1 (one).“ 

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

     “7.1.The Council is a collegial body supervising the activities of the
Bank and directed by its chairman. The number of members of the Council is
eight (8). The Council shall be 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.” 

     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
committee and remuneration committee. Order of making and competence of the
committees are set by the legal acts of the supervision authorities, this
Charter, provisions of the committees  and other documents approved by the
bodies of the Bank.“ 

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

8) it was resolved not to elect the members of the Supervisory Council Member
in this meeting. 



Chief Executive Officer Audrius Žiugžda


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

Attachments:

CONSOLIDATED_ANNUAL_REPORT.pdf

distribution_profit_loss.pdf

Auditors_report_SB.PDF

Fin_Statements_2012.pdf