Siauliu Bankas
General meeting of shareholders

Resolutions of the Ordinary General Meeting of Shareholders

Actions taken and resolutions made according to agenda issues of the Ordinary General Meeting of Shareholders on 29 March 2024:

1. Presentation of the consolidated annual report of Šiaulių bankas AB for 2023

The consolidated Annual Report was introduced (enclosed).

2. Presentation of the conclusion of the independent auditor of Šiaulių bankas AB

The conclusion of the independent auditor was introduced (enclosed).

3. Comments and proposals of the Supervisory Council

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

4. Approval of the set of audited financial statements of Šiaulių bankas AB for 2023

The set of financial statements for 2023 has been approved (enclosed).

5. Allocation of Bank’s profit

The allocation of Bank’s profit has been approved (enclosed).

According to approved profit allocation EUR 0.0485 dividends per one ordinary registered EUR 0.29 nominal value share will be paid. Record date is 15 April 2024.

6. Determination of the procedure for the acquisition of Šiaulių bankas AB own shares

Resolved to acquire Bank own shares under the following conditions:

1. the purpose of acquisition of own shares is to reduce the authorized capital of the Bank by cancelling the shares purchased by the Bank;
2. maximal 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 makes a decision on the purchase of its own shares or if the purchase of its own shares by the decision of the Bank’s Management Board is carried out in accordance with Regulation (EU) of the European Parliament and Council No. 596/2014 on market abuse pursuant to the provisions of Article 5(1), a price that does not exceed the higher of the following prices: the last independent trading price and the highest current independent offer price at the trading venue where the shares are purchased, as provided for in Article 3 2 of Commission Delegated Regulation 2016/1052 in parts.
3. the time limit for the Bank to acquire its own shares - 18 months from the date of adoption of this decision;
4. maximal 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;
5. the procedure for sale of own shares and the minimum selling price – the purchased shares are not planned to be sold and therefore the minimum selling price and the selling procedure for the shares are not determined;
6. to delegate the Management Board of the Bank, in accordance with the provisions of this resolution and the requirements of the Law on Companies of the Republic of Lithuania, the requirements of the Law on Banks of the Republic of Lithuania and other legal acts, as well as, when required with the permission of the supervisory authorities, to make specific decisions regarding the purchase of the Bank’s own shares, to organize buyback of own shares, determine the method and procedure for buying back shares (including the right to buy back shares in accordance with the provisions of Article 5, paragraph 1 of the European Parliament and Council Regulation (EU) No. 596/2014 on market abuse), the time, number and price of shares, as well as perform other actions related to the purchase and sale of own shares.

To establish that after adopting this resolution the resolution of the General Meeting of Shareholders of 31 March 2023 regarding acquisition of the Bank's own shares shall expire.

7. Selection of Šiaulių bankas AB audit company and determination of payment conditions for audit services

Resolved:

To elect UAB "KPMG Baltics" as the audit company that will audit the financial statements of Šiaulių bankas AB and the consolidated financial statements of Šiaulių bankas AB group companies for the year 2024-2025.

To determine the price of auditing services for the consolidated annual financial statements of Šiaulių bankas AB and Šiaulių bankas AB group companies for the years 2024-2025 at EUR 401,000 (without VAT) in one year, in that amount for the audit of Šiaulių bankas's AB statements EUR 150,000 (without VAT), with the right to increase these prices up to 10 percent.

8. Approval of the new version of the Articles of Association of Šiaulių bankas AB       

The Article of Association of Šiaulių bankas was approved (enclosed).

9. Approval of the updated Remuneration Policy of Šiaulių bankas AB             

The Remuneration Policy of Šiaulių bankas AB was approved (enclosed).

10. Election of members of Šiaulių bankas AB Supervisory Board for a new term

Resolved:

To elect Šiaulių bankas AB Supervisory Board members for a 4 (four) year term:

1.1.             Valdas Vitkauskas;

1.2.             Darius Šulnis;

1.3.             Tomas Okmanas;

1.4.             Mindaugas Raila;

1.5.             Gintaras Kateiva;

1.6.             Susan Gail Buyske;

1.7.             Monika Nachyla.

To determine that the elected Supervisory Board of Šiaulių bankas AB begins its activities after the end of the ordinary general meeting of shareholders of Šiaulių bankas AB that elected it.

To determine, if a person is elected to the Supervisory Board of Šiaulių bankas AB for the first time, he will take up his position as a member of the Supervisory Board only after receiving the permission of the supervisory authority of Šiaulių bankas AB.

Additional information:
Tomas Varenbergas
Head of the Investment Management Division
Email: tomas.varenbergas@sb.lt

Attachments

• 549300TK038P6EV4YU51-2023-12-31-en
• Independent Auditor’s Report EN
• Profit_allocation
• Remuneration Policy - new version_20240329_EN
• SB Articles of Association - new version_20240329_EN