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 2023:
- Presentation of the consolidated annual report
The consolidated Annual Report was introduced (enclosed).
- Presentation of the audit company's conclusion.
The conclusion of the independent auditor was introduced (enclosed).
- Comments and proposals of the Supervisory Council
The comments and proposals of the Bank’s Supervisory Council were announced.
- Approval of the financial statements for 2022
The set of financial statements for 2022 has been approved (enclosed).
- Allocation of Bank’s profit
The allocation of Bank’s profit has been approved (enclosed).
According to approved profit allocation EUR 0.0265 dividends per one ordinary registered EUR 0.29 nominal value share will be paid. Record date is 17 April 2023.
- Determination of the procedure for the acquisition of the Bank's own shares
Resolved to acquire Bank's own shares under the following conditions:
- the purpose of acquisition of own shares is to retain and increase the market price of the Bank's shares;
- 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 to acquire own shares;
- minimal acquisition price per share - 10% lower than the market price of the Bank's shares in Nasdaq Vilnius when the Management Board makes a decision to acquire 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 - the total nominal value of the Bank's own shares may not exceed 1/20 of the Bank's authorized capital;
- the procedure for sale of own shares and the minimum selling price - the shares acquired by the Bank may be annulled by decision of the General Meeting of Shareholders or sold by decision of the Management Board determining that the minimum selling price of the shares is their average acquisition price, and the sales procedure will ensure equal opportunities for all shareholders to acquire the shares of the Bank;
- to delegate the Management Board of the Bank, in accordance with the provisions of this resolution and requirements of the Law on Companies of the Republic of Lithuania, as well as when required with the permission of the supervisory authority, to make decisions regarding buying of the Bank's own shares, to organize acquisition and selling of own shares, to determine the procedure for the repurchase and sale of shares, the time, number and price of the shares as well as to perform other actions related to the acquisition and sale of own shares;
To establish that after adopting this resolution the resolution of the General Meeting of Shareholders of 30 March 2022 regarding acquisition of the Bank's own shares shall expire.
- Change of the payment conditions of the contract with the independent audit company ‘’KPMG Baltics’’ UAB
Resolved:
- To authorise the CEO of Šiaulių bankas AB to sign an additional agreement to the 2022 June 21 audit service agreement signed between Šiaulių bankas AB and ‘‘KPMG Baltics‘‘ UAB, which could agree on the change of payment conditions, establishing that for 2023 Šiaulių bankas AB group companies‘ annual financial statement audit services would be paid at the price agreed upon by parties, but no more than 360 000 (three hundred and sixty thousand) euros (without VAT), in that amount for the Bank in 2023 audit of separate and consolidated financial statements 106 500 (one hundred six thousand five hundred) euros (without VAT), with the right to increase these prices up to 10 percent.
- To determine that the additional agreement referred to in point 7.1 shall enter into force only after and on the condition that the transaction concluded on 2022 November 22 regarding the merger of the retail businesses of the Šiaulių bankas AB and part of ‘’Invalda INVL’’ AB take place by 2023 December 31 ).
- The amendment of the Bank's Article of Association
The Bank’s Article of Association was approved (enclosed).
- The amendment of the Bank's Remuneration Policy
The Bank's Remuneration Policy was approved (enclosed).
Additional information:
Tomas Varenbergas
Head of Markets and Treasury
tel. ,
Attachments
