Resolutions of the Ordinary General Meeting of ShareholdersŠiaulių Bankas AB, company code 112025254, the address Tilžės st. 149, LT-76348 Šiauliai, Lithuania. The following events took place and the resolutions were made according to agenda issues during the Ordinary General Meeting of Shareholders held on 28 March 2019: - Presentation of the consolidated annual report.
The consolidated Annual Report was introduced (enclosed). - Presentation of the audit company’s conclusion.
The conclusions of the independent auditor were announced (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 of 2018.
The set of financial statements for 2018 was approved (enclosed). - Allocation of Bank’s profit.
The allocation of profit (loss) of the Bank was approved (enclosed).
According to approved profit allocation dividends will be paid: EUR 0.029 per one ordinary registered EUR 0.29 par value share which comprises 10 per cent of the par value. - Approval of the Rules for Granting Shares.
The Rules for Granting Shares was approved (enclosed). - 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) maximum number of shares to be acquired - the total nominal value of the Bank's own shares may not exceed 1/10 of the Bank's authorized capital;
3) the time limit for the Bank to acquire its own shares – within 18 months from the date of adoption of this decision;
4) maximum acquisition price per share - 15% higher than the market price of the Bank's shares on the Nasdaq Vilnius Stock Exchange when the Board makes a decision to acquire own shares, however, not higher than the book value of the share calculated according to the latest published financial statements of the Bank; minimal acquisition price per share - 15% lower than the market price of the Bank's shares in Nasdaq Vilnius when the Board makes a decision to acquire Bank's own shares;
5) The procedure for selling of own shares and the minimum sale price - the shares acquired by the Bank may be annulled by decision of the General Meeting of Shareholders or sold by decision of the Board determining that the minimum sale price of the shares is their average acquisition price and the sales procedure will ensure equal opportunities for all shareholders to acquire the shares of the Bank;
6) To authorize the Board of the Bank, in accordance with the provisions of this resolution and requirements of the Law on Companies of the Republic of Lithuania, to make decisions regarding acquisition of the Bank's own shares, to organize acquisition and selling of its own shares, to determine the procedure for the purchase and sale of shares, the time, number and price of the shares as well as to perform other actions related to the acquisition and sale of own shares.
Additional information regarding dividends.
Dividends allocated by the Meeting will be paid for the number of shares owned by the shareholders at the end of the day of accounting of rights. The day of accounting of rights is 11 April 2019. Information on the divident payment procedure the Bank will announce later. Additional information shall be provided by:
Deputy Director of Markets and Treasury Department
Pranas Gedgaudas +370 41 595653, pranas.gedgaudas@sb.lt
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