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 2026:
- Presentation of the AB Artea Bankas 2025 Consolidated Management Report.
The consolidated Annual Report was introduced (enclosed).
- Presentation of the independent auditor's conclusions on AB Artea Bankas financial statements, management report and sustainability reporting assurance.
The conclusion of the independent auditor was introduced (enclosed).
- Comments and proposals of the Supervisory Council of AB Artea Bankas
The comments and proposals of the Bank’s Supervisory Council were announced.
- Approval of the audited annual consolidated financial statements of AB Artea Bankas for 2025.
The set of financial statements for 2025 has been approved (enclosed).
- Allocation of AB Artea Bankas profit for 2025.
The allocation of Bank’s profit has been approved (enclosed).
According to approved profit allocation EUR 0.047 dividends per one ordinary registered share will be paid.
- Determination of the procedure for the acquisition of own shares of AB Artea Bankas.
Resolved:
- To acquire AB Artea Bankas (hereinafter – the Bank) own shares under the following conditions:
- 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;
- 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;
- 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;
- the time limit for the Bank to acquire its own shares – 18 months from the date of adoption of this decision;
- maximal number of shares to be acquired – no more than 13 000 000 shares;
- 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;
- The purpose of using the reserve of own shares held as of 31 December 2025 is to reduce the Bank share capital by 2,540,000 shares and to allocate 3,178,732 shares to the Group’s employees under the approved variable remuneration programmes, out of a total of 5,178,832 own shares;
- 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 31 March 2025 regarding acquisition of the Bank's own shares shall expire.
- Election of the company performing the audit of AB Artea Bankas and group financial statements and the limited assurance engagement regarding Sustainability information, and determination of the payment terms for the services.
Resolved:
- To elect UAB „KPMG Baltics“ as the audit firm to provide services for the audit of the financial statements of AB Artea Bankas and the group and limited assurance engagement regarding Sustainability information for the year 2026 - 2029.
- To set the price of the audit of the financial statements of AB Artea Bankas and the group and limited assurance engagement regarding Sustainability information for the year 2026 - 2029 at 552 000 EUR (excluding VAT) per year, with the right to increase this price by up to 15 percent every year.
- Change of head office address of AB Artea Bankas.
Resolved to change the head office address of Artea Bankas AB to Konstitucijos Avenue 14 A, Vilnius.
- Approval of the updated Remuneration Policy of AB Artea Bankas.
The Remuneration Policy of AB Artea bankas was approved (enclosed).
- Removal and election of members of the Supervisory Council of AB Artea Bankas.
Resolved:
- Remove Susan Gail Buyske from the position of member of the Supervisory Council of AB Artea Bankas.
- Determine that the removal date of Susan Gail Buyske from the Supervisory Council of AB Artea Bankas is the day when the person specified in paragraph 3 receives permission from the supervisory authority to hold the position of member of the Supervisory Council.
- Elect Ulrik Lackschewitz as a member of the Supervisory Council of AB Artea Bankas until the end of the tenure of the current Supervisory Council.
- Determine that the elected person will take up his position as a member of the Supervisory Council of AB Artea Bankas only after receiving the permission of the supervisory authority.
- Remove Mindaugas Raila from the position of member of the Supervisory Council of AB Artea Bankas.
- Determine that the removal date of Mindaugas Raila from the Supervisory Council of AB Artea Bankas is the day when the person specified in paragraph 7 receives permission from the supervisory authority to hold the position of member of the Supervisory Council.
- Elect Eglė Eidimtaitė as a member of the Supervisory Council of AB Artea Bankas until the end of the tenure of the current Supervisory Council.
- Determine that the elected person will take up his position as a member of the Supervisory Council of AB Artea Bankas only after receiving the permission of the supervisory authority.
Additional information:
Tomas Varenbergas
Chief Financial Officer
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Attachments
