Supplemented and amended draft resolutions prepared by the Management Board for the Ordinary General Meeting of Shareholders to be held on 30 March 2022
Taking into account the supervisory authority's recommendations for the presentation of financial statements in the ESEF format in a separate annex and supplementing the agenda of the General Meeting of Shareholders with an item regarding election of a member of the Supervisory Council, together with the nomination of a candidate by the Management Board, supplemented and amended draft resolutions proposed by the Management Board for the Ordinary General Meeting of Shareholders to be held on 30 March 2022 are being provided.
IMPORTANT. PLEASE NOTE THAT THIS PROFIT ALLOCATION DRAFT MAY NOT BE USED AS A BASIS FOR INVESTMENT DECISIONS ON THE BANK'S SHARES, AS THERE IS A POSSIBILITY THAT WHILE MONITORING THE GEOPOLITICAL SITUATION AND ASSESSING ITS POTENTIAL IMPACT ON THE BANK'S SUSTAINABLE FULFILMENT OF ITS CAPITAL AND LIQUIDITY REQUIREMENTS, THIS PROFIT ALLOCATION DRAFT MAY BE AMENDED BY THE DECISION OF THE BANK'S MANAGEMENT BOARD, TAKEN NO LATER THAN 22 MARCH 2022, AS REGARDS THE ALLOCATION OF PROFIT TO THE DIVIDENDS.
Please also note that the procedure for advance written ballot voting has been established, i.e. the ballot papers shall only be filled in and submitted to the Bank only from 23 March 2022, i.e. after the Bank's Management Board may have reconsidered the draft allocation of profits (by 22 March 2022 at the latest) and, following this reconsideration, a respective amended draft decision of the General Meeting of Shareholders may be published.
| Agenda issue | Resolution | |
| 1 | Presentation of the consolidated annual report | Resolution on this item shall not be adopted, the consolidated annual report with annexes (Report on the Bank’s Governance, Socially Responsible Activity Report and Remuneration Report) is provided in Annex 1. |
| 2 | Presentation of the audit company's conclusion | Resolution on this item shall not be adopted, the audit company’s conclusion is provided in Annex 1. |
| 3 | Comments and proposals of the Supervisory Council | Resolution on this item shall not be adopted. The extract of the minutes of the Supervisory Council meeting as of 8 March 2022 regarding the comments and proposals to the Shareholders’ Meeting is provided in Annex 3. |
| 4 | Approval of the financial statements for 2021 | To approve the set of the financial statements for 2021. Financial statements in .pdf format are provided in Annex 1, ESEF format – in Annex2 |
| 5 | Allocation of the Bank's profit | To approve the allocation of the Bank's profit. Draft profit allocation proposed by the Management Board is provided in Annex 4. There is likely that the Management Board shall, no later than 22 March 2022, reconsider the profit allocation project and, if it is changed, will announce it publicly the prescribed manner. Therefore, the following procedure for voting in writing in advance is set - ballot papers can be completed and submitted to the Bank only from 23 March 2022. |
| 6 | Acquisition of the Bank’s own shares | To acquire Bank's own shares under the following conditions:
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| 7 | Election of an audit company and determination of the remuneration for the audit company | 1. To elect the independent audit company KPMG Baltics, UAB for the audit of the consolidated and annual financial statements of the Bank and the Group for the years 2022 and 2023. 2. To set the cost of auditing the consolidated financial statements of the Group for 2022 and 2023 at EUR 183.0 thousand (excluding VAT) per year, including EUR 96.5 thousand (excluding VAT) for auditing the Bank's statements, with the right to increase this price by 10 per cent. Extract of the minutes of the Audit Committee on making a recommendation to the Management Board on the selection of an audit company is provided in Annex 5. |
| 8 | Approval of the Remuneration Policy | To approve the Bank’s Remuneration Policy. The draft Remuneration Policy is provided in Annex 6. The extract of the minutes of the Supervisory Council meeting as of 8 March 2022 regarding consent of the Remuneration Policy draft is provided in Annex 3. |
| 9 | Approval of the Rules for Granting shares | To approve the Rules for Granting shares. The draft of the Rules for Granting Shares is provided in Annex 7. The extract of the minutes of the Supervisory Council meeting as of 8 March 2022 regarding consent of the draft of the Rules for Granting Shares is provided in Annex 3. |
| 10 | Election of a member of the Supervisory Council | 1. To elect the candidate from the nominees with the largest number of votes to the Bank's Supervisory Council. 2. To determine that the end of the term of office of the newly elected member of the Supervisory Council is the day of the Ordinary General Meeting of Shareholders in 2024 (the end of the term of office of the current Supervisory Council). 3. To establish that a person elected to the Supervisory Council of the Bank will take up his/her duties of a member of the Supervisory Council only after permission of the Bank's supervisory authority is received. The candidate nominated by the Board to an independent member of the Supervisory Council and information on him is provided in Annex 8. |
Annexes:
- Independent auditor's report, financial statements, and annual report as of 31 December 2021.
- Financial statements as of 31 December 2021 in the ESEF format (sb-2021-12-31-en.zip).
- Extract from the minutes of the meeting of the Supervisory Council as of 8 March 2022 regarding the comments and proposals to the General Meeting of Shareholders.
- Draft Profit Allocation.
- Extract of the minutes of the Audit Committee meeting as of 19 January 2022 on making a recommendation to the Management Board on the selection of an audit company.
- Draft Remuneration Policy.
- Draft Rules for Granting Shares.
- Information on the candidate proposed by the Management Board for the independent members of the Supervisory Council.
Additional information:
Pranas Gedgaudas, Project manager of Markets and Treasury Department
tel. ,
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