The resolutions of AB Ukio bankas ordinary general shareholders' meeting held on 26 March 2010

The ordinary general shareholders' meeting of AB Ukio bankas
(registration
address 25 
Maironio str. Kaunas LT-44250, company number
112020136) shareholders convened
in Grand Hall of  Vytautas Magnus University
(28 Daukanto str. Kaunas) at 11
a.m. on 26 March 2010 adopted the following
resolutions: 
1. AB Ukio bankas annual report on activities during 2009 was
heard (see
Appendix No. 1). 
2. To take into consideration AB Ukio bankas
auditor's UAB “Deloitte Lietuva”
conclusion while approving AB Ukio bankas
financial statements for the year
2009 (see Appendix No. 1). 
3. To approve
AB Ukio bankas financial statements for the year 2009 (see
appendix No. 1).

4. To approve AB Ukio bankas profit (loss) distribution for the year 2009.

4.1. To approve AB Ukio bankas profit (loss) distribution for the year 2009
as
follows: 
4.1.1. Retained earnings (loss) at the beginning of reporting
year LTL 0;
4.1.2. Net profit (loss) for the reporting year LTL -74,997.00
thousand;
4.1.3. Transfer from reserves for loss coverage LTL 0;
4.1.4.
Shareholders' contributions for loss coverage (in case shareholders'
are
willing to cover all or a part of results (loss)) are LTL 0; 
4.1.5.
Profit (loss) for distribution at the end of the reporting year - LTL

-74,997.00 thousand: 
4.1.5.1. Transfer from other results, not used for
reporting year - LTL 0;
4.1.5.2. Transfer from legal reserve - LTL
0;
4.1.5.3. Transfer from reserve capital - LTL -74 997 thousand;
4.1.5.4.
Transfer from capital reserve - LTL 0;
4.1.6. Profit transfer to legal reserve
- LTL 0; 
4.1.7. Profit allocated for dividends and other purposes - LTL
0;
4.1.8. Profit for bonuses to Board, Council members and employees and
other
purposes - LTL 0; 
4.1.9. Retained profit (loss) to be transferred to
the following financial year
- LTL 0; 
4.2. Bonuses to Board and Council
members will not be paid.
5. To elect UAB “Deloitte Lietuva” to be AB Ukio
bankas auditor and set the
following payment terms: 
5.1. Audit of financial
statements for the year 2010  LTL - 400,000.00 plus VAT;
5.2. Audit overheads
LTL - 25,640.00 plus VAT.
6. To increase AB Ukio bankas authorized capital
from additional contributions,
converting subordinated loan, received from
Vladimir Romanov, to a new issue of
ordinary registered shares: 
6.1. To
increase AB Ukio bankas authorized capital from additional
contributions to
LTL 295 824 000 (two hundred ninety five million eight hundred
twenty four
thousand) issuing new LTL 50 000 000 (fifty million) issue of 50
000 000
(fifty million) ordinary registered shares of 1 (one) LTL nominal
value;

6.2. To set the price of the shares of the new issue - 1 (one) LTL for
one
share; 
6.3. To revoke shareholders' priority right to purchase the
shares of new issue.
Shareholders' priority right is revoked due to received
request to convert
subordinated loan to a new issue of ordinary registered
shares; 
6.4. To give the right to Vladimir Romanov to purchase all new issued
shares
(50 000 000 units), converting LTL 50 000 000 subordinated loan,
granted to AB
Ukio bankas on 14 December 2009; 
6.5. Amend AB Ukio bankas
Articles of Association Section III (3) as follows:
“The authorized capital of
the Bank 295 824 000 (two hundred and ninety five
million eight hundred and
twenty four thousand) litas has been divided into 295
824 000 (two hundred and
ninety five million eight hundred and twenty four
thousand) nominal registered
shares. The par value of one stock is 1 (one)
litas“ and incorporate into the
current edition of AB Ukio bankas Articles of
Association. 
6.6. To Authorize
Chief Executive Officer to sign the new edition of the Bank's
Articles of
Association. 
6.7. To delegate AB Ukio bankas Board to register the issue of
50 000 000
(fifty million) ordinary registered shares of the nominal value of
1 (one)
litas and respective amendments AB Ukio bankas Articles of Association
as
provided by the law. 
7. To approve the new edition of AB Ukio bankas
articles of association (see
Appendix No. 2). To authorize Chief Executive
Officer to sign the new edition of
AB Ukio bankas articles of association.

8. To assign, lease or pledge as well as stand surety and guarantor
for
obligations of other entities with AB Ukio bankas fixed assets and
currently
held and, pursuant to this resolution, obtained securities, rights
and
subsequently acquired movable and immovable property of other issuers.
Delegate
AB Ukio bankas Board to make decisions in each specific case on the
basis to
this resolution of the general meeting on property assignment, lease
or
security of obligations, as well as standing surety or guarantor with
this
property. 
9. To elect members of Supervisory Council of AB Ukio
bankas:
9.1. Edita Karpaviciene;
9.2. Ala Kurauskiene;
9.3. Olga
Goncaruk;
9.4. Grazina Jakaviciene;
9.5. Viktor Soldatenko.

Odeta
Bankauskiene,
Deputy Head of Legal Department, 
+370 37 301 352