Resolutions of the Ordinary General Meeting of ShareholdersActions taken and resolutions made according to agenda issues of the Ordinary General Meeting of Shareholders on 30 March 2022: - Presentation of the consolidated annual report
The consolidated Annual Report was introduced (enclosed). - Presentation of the audit company's conclusion.
The conclusion of the independent auditor was introduced (enclosed). - Comments and proposals of the Supervisory Council
The comments and proposals of the Bank’s Supervisory Council were announced. - Approval of the financial statements for 2021
The set of financial statements for 2021 has been approved (enclosed). - Allocation of Bank’s profit
The allocation of Bank’s profit has been approved (enclosed). According to approved profit allocation EUR 0.034 dividends per one ordinary registered EUR 0.29 nominal value share will be paid. Record date is 13 April 2022. - 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) a maximum acquisition price per share - 20% higher than the market price of the Bank's shares on the Nasdaq Vilnius Stock Exchange when the Management Board decides to acquire its own shares
3) a minimum acquisition price per share - 10% lower than the market price of the Bank's shares in Nasdaq Vilnius when the Management Board decides to acquire its own shares;
4) the time limit for the Bank to acquire its own shares - 18 months from the date of adoption of this decision;
5) the maximum number of shares to be acquired - the total nominal value of the Bank's own shares may not exceed 1/20 of the Bank's authorized capital;
6) the procedure for sale of its own shares and the minimum selling price - the shares acquired by the Bank may be annulled by decision of the General Meeting of Shareholders or sold by decision of the Management Board determining that the minimum selling price of the shares is their average acquisition price and the sale procedure will ensure equal opportunities for all shareholders to acquire the shares of the Bank;
7) to delegate the Management Board of the Bank, in accordance with the provisions of this resolution and requirements of the Law on Companies of the Republic of Lithuania, as well as, when required, with the permission of the supervisory authority, to make decisions regarding buying of the Bank's own shares, to organize acquisition and sale of its own shares, to determine the procedure for the repurchase and sale of the shares, the time, number and price of the shares as well as to perform other actions related to the acquisition and sale of its own shares. - 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 2022 and 2023.
2. To set the cost of auditing the consolidated financial statements of the Group for 2022 and 2023 at EUR 183.0 thousand (excluding VAT) per year, including EUR 96.5 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). - Approval of the Rules for Granting Shares
The Rules for Granting shares was approved (enclosed). - Election of a member of the Supervisory Council
Valdas Vitkauskas was elected to the Bank's Supervisory Council as independent member.
The elected member of the Supervisory Council will take up his duties only after permission of the Bank's supervisory authority is received. The end of the term of office of the newly elected member of the Supervisory Council is the day of the Ordinary General Meeting of Shareholders in 2024 (the end of the term of office of the current Supervisory Council). Additional information:
Pranas Gedgaudas
Project Manager
tel. +370 41 595653, pranas.gedgaudas@sb.lt
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