Notice on Public Offering of Tier 2 Subordinated Notes of AB Šiaulių bankas

Akcinė bendrovė Šiaulių bankas (the Bank) hereby announces a public offering of Tier 2 Subordinated Notes (the Tier 2 Subordinated Notes or Notes). The offering is conducted on the basis of the Base Prospectus (the Prospectus) of 100,000,000 Euro Tier 2 Subordinated Note Programme (the Programme) of the Bank approved by the Bank of Lithuania on 23 April 2024, that has been disclosed on the date of its approval on the web pages of the Bank (), AB Nasdaq Vilnius Stock Exchange (Nasdaq Vilnius) () and the Central Regulated Information Base ().

This is the first issue of the Tier 2 Subordinated Notes, in the amount of up to EUR 25,000,000 under the Programme. The public offering of the Tier 2 Subordinated Notes will be carried out in Republic of Lithuania, Republic of Latvia and Republic of Estonia.

Main terms of the offering

The Bank offers publicly up to 25,000 Tier 2 Subordinated Notes with the nominal value of EUR 1,000, the maturity date of 22 May 2034 and a quarterly paid fixed interest rate of 7.70% per annum. Tier 2 Subordinated Notes will be offered at an issue price of EUR 1,000 per one Note. Tier 2 Subordinated Notes will be issued in a dematerialized book-entry form and registered in Nasdaq CSD under ISIN code LT0000409013.

The offering will be targeted to Lithuanian, Latvian and Estonian retail and institutional investors.

Tier 2 Subordinated Notes represents an unsecured debt obligation of the Bank to the investor. The subordination of the Notes means that upon the liquidation or bankruptcy of the Bank, all the claims arising from the Tier 2 Subordinated Notes shall fall due and shall be satisfied only after the full satisfaction of all unsubordinated recognised claims in accordance with the applicable law. Among other things, with Tier 2 Subordinated Notes, the risk of conversion of liabilities and claim rights (bail-in risk) must be considered.

Timetable of the offering

Submitting subscription undertakings

In order to subscribe for the Tier 2 Subordinated Notes, an investor must have a securities account with the financial intermediary which is an exchange member of Nasdaq Vilnius and fill in a subscription order form provided by it during the offering period only in order for the exchange member to enter a buy order in Nasdaq’s Vilnius trading system. The list of exchange members is available on the website . The subscription orders shall be submitted by means accepted and used by the exchange members (e.g. physically, via the internet banking system or by any other available means).

Listing and Admission to Trading of Tier 2 Subordinated Notes

The Bank intends to submit an application to Nasdaq Vilnius for the listing and admission to trading of the Bank’s Tier 2 Subordinated Notes on the Bond List of the Nasdaq Vilnius. The expected date of listing and admission to trading is on or about 28 May 2024.

While every effort will be made and due care will be taken to ensure the listing and the admission to trading of the Tier 2 Subordinated Notes, the Bank cannot ensure that the Tier 2 Subordinated Notes will be listed and admitted to trading.

Availability of Prospectus and Final Terms of the offering

The Prospectus has been published and can be obtained in electronic format from the Banks’ website (), Nasdaq Vilnius website () and the Central Regulated Information Base’s website (). Copies may also be obtained from the registered office of the Bank, as well as from its office at the address Šeimyniškių str. 1A, Vilnius, the Republic of Lithuania.

Additionally, the Final Terms of the offering together with the Summary of the Prospectus and their translations into Lithuanian, Latvian and Estonian have been published and are available together with the Prospectus on the (), Nasdaq Vilnius website () and the Central Regulated Information Base’s website ().

Before investing into Tier 2 Subordinated Notes we ask you to acquaint yourself with the Prospectus, the Terms and Conditions of the Notes, including the Final Terms of the first issue. Moreover, each potential investor in the Notes must determine the suitability of the investment in light of its own circumstances as Tier 2 Subordinated Notes are classified as complex financial instruments. Thus, each potential investor may invest into if they have the expertise (either alone or with a financial adviser) to evaluate how the Tier 2 Subordinated Notes will perform under changing conditions, and the impact of this investment will have on the potential investor’s overall investment portfolio.

Additional information:

Tomas Varenbergas

Head of Investment Management Division

IMPORTANT NOTICE:

This notification is not for distribution to United States newswire services or for dissemination in the United States, Canada, Japan or Australia or elsewhere where such dissemination is not appropriate.

Distribution of this announcement and other information in connection with the securities may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

This notice is an advertisement for securities within the meaning of the Regulation No 2017/1129/EU of 14 June 2017 of the European Parliament and of the Council European Parliament and no offer or invitation to acquire securities of the Bank is being made by or in connection with this notification. The Prospectus is the only legally binding document containing information on the Bank, the Notes, public offering of the Notes and their admission to trading on the regulated market. The Prospectus is published on the website of the Bank () as well as on  and .

Approval of the Prospectus by the Bank of Lithuania should not be understood as an endorsement of the Notes admitted to trading on a regulated market. The potential investors are recommended to read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest into the Notes. Furthermore, the Prospectus has been prepared based on the requirements of Regulation 2017/1129 and taking into consideration that the public offering of Notes will be made in the Republic of Lithuania, Republic of Latvia and Republic of Estonia.

The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States or to US persons unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. No public offering of the securities will be made in the United States.