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:
The consolidated management report was introduced (enclosed).
The conclusion of the independent auditor and the conclusion of the assurance of sustainability reporting were introduced (enclosed).
The comments and proposals of the Bank’s Supervisory Council were announced.
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).
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:
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).
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).
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: |
Attachments
