Resolutions of the Ordinary 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 31 March 2025:

1. Presentation of the consolidated management report of Šiaulių bankas AB for 2024.

The consolidated management report was introduced (enclosed).

2. Presentation of the conclusion of the independent auditor of Šiaulių bankas AB and the conclusion of the assurance of sustainability reporting.

The conclusion of the independent auditor and the conclusion of the assurance of sustainability reporting were introduced (enclosed).

3. Comments and proposals of Šiaulių bankas AB Supervisory Council.

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

4. Selection of the audit company to provide sustainability reporting assurance services for the period 2024-2025 and determination of payment terms.

Resolved:

1)    To elect UAB “KPMG Baltics” as the audit company to provide sustainability reporting assurance services for Šiaulių bankas AB and the group for the years 2024 and 2025.

2)    To determine the price for the sustainability reporting assurance services of Šiaulių bankas AB and the group for the years 2024-2025 at EUR 145 500 (excluding VAT).

5. Approval of the set of audited financial statements of Šiaulių bankas AB and the group for 2024.

The set of financial statements for 2024 has been approved (enclosed).

6.    Allocation of Šiaulių bankas AB profit for 2024.

The allocation of Šiaulių bankas AB profit has been approved (enclosed).

According to approved profit allocation EUR 0.061 dividends per one ordinary registered EUR 0.29 nominal value share will be paid. Record date is 14 April 2025.

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

1)    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; and / or to grant to the employees of the Bank, as well as it’s Group under the approved variable renumeration and payment programmes;
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;
3. minimum purchase price of the shares – 10% lower than the market price of the Bank’s shares on the Nasdaq Vilnius Stock Exchange when the Bank’s Management Board decides to buy back 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. maximal number of shares to be acquired – no more than 7 000 000 shares;
6. 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;

  vii.        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, the time, exact number and price of shares to be acquired, 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 29 March 2024 regarding acquisition of the Bank’s own shares shall expire.

2)    To establish that after adopting this resolution the resolution of the General Meeting of Shareholders of 29 March 2024 regarding acquisition of the Bank’s own shares shall expire.

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

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

9. Approval of the reduction of the authorised capital of Šiaulių bankas AB and the amendment of the Articles of Association.

Resolved:

1)    To reduce the authorised capital of Šiaulių bankas AB from EUR 192 269 027,34 to EUR 189 195 680,13 by annulling 10 597 749 ordinary registered uncertificated shares of Šiaulių bankas AB with a nominal value of EUR 0,29 each. The total value of the shares to be cancelled is EUR 3 073 347,21. The purpose of the reduction of the authorised capital is to annul the shares acquired by Šiaulių bankas AB.

2)    To amend Clause 3.4 of the Articles of Association of Šiaulių bankas AB and to approve the new draft of the Articles of Association: “3.4. The authorized capital of the Bank shall be the total amount of the par values of all registered shares. The authorized capital of the Bank shall amount to EUR 189 195 680.13. The authorized capital of the Bank shall be divided into 652 398 897 ordinary registered shares. The par value of one share shall be EUR 0.29”

3)    To authorise the CEO of Šiaulių bankas AB or another person duly authorised by him to sign the new version of the Articles of Association and to arrange for the registration of the amended Articles of Association in accordance with the procedure established by law after obtaining the supervisory authority’s permission to register the amendment to the Articles of Association relating to the reduction of the authorised capital (enclosed).

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

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

11.  Approval of the updated Rules for Granting Shares of Šiaulių bankas AB.

The Rules for Granting Shares of Šiaulių bankas AB was approved (enclosed).

12. Election of the member of Šiaulių bankas AB Supervisory Council.

Resolved:

1)    To elect John Michael Denhof as a member of the Supervisory Council of Šiaulių bankas AB until the end of the tenure of the current Supervisory Council.

2)    To determine that the elected person will take up his position as a member of the Supervisory Council of Šiaulių bankas AB only after receiving the permission of the supervisory authority.

Additional information:
Tomas Varenbergas
Head of the Investment Management Division
Email: [email protected]