Resolutions of the Ordinary General Meeting of Shareholders
29 Marzo 2024 - 1:00PM
UK Regulatory
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 29
March 2024:
- Presentation of the consolidated annual report of
Šiaulių bankas AB for 2023
The consolidated Annual Report was introduced
(enclosed).
- Presentation of the conclusion of the
independent auditor of Šiaulių bankas AB
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 set of audited financial
statements of Šiaulių bankas AB for 2023
The set of financial statements for 2023 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
0.0485 dividends per one ordinary registered EUR 0.29 nominal value
share will be paid. Record date is 15 April 2024.
- Determination of the procedure for the
acquisition of Šiaulių bankas AB own shares
Resolved to acquire 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;
- 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 or if the purchase of its own shares by
the decision of the Bank’s Management Board is carried out in
accordance with Regulation (EU) of the European Parliament and
Council No. 596/2014 on market abuse pursuant to the provisions of
Article 5(1), a price that does not exceed the higher of the
following prices: the last independent trading price and the
highest current independent offer price at the trading venue where
the shares are purchased, as provided for in Article 3 2 of
Commission Delegated Regulation 2016/1052 in parts.
- 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 purchased shares are not planned to be sold and
therefore the minimum selling price and the selling procedure for
the shares are not determined;
- 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 (including the
right to buy back shares in accordance with the provisions of
Article 5, paragraph 1 of the European Parliament and Council
Regulation (EU) No. 596/2014 on market abuse), the time, number and
price of shares, 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
2023 regarding acquisition of the Bank's own shares shall
expire.
- Selection of Šiaulių bankas AB audit company
and determination of payment conditions for audit
services
Resolved:
To elect UAB "KPMG Baltics" as the audit company
that will audit the financial statements of Šiaulių bankas AB and
the consolidated financial statements of Šiaulių bankas AB group
companies for the year 2024-2025.
To determine the price of auditing services for
the consolidated annual financial statements of Šiaulių bankas AB
and Šiaulių bankas AB group companies for the years 2024-2025 at
EUR 401,000 (without VAT) in one year, in that amount for the audit
of Šiaulių bankas's AB statements EUR 150,000 (without VAT), with
the right to increase these prices up to 10 percent.
- Approval of the new version of the Articles
of Association of Šiaulių bankas
AB
The Article of Association of Šiaulių bankas was
approved (enclosed).
- Approval of the updated Remuneration Policy
of Šiaulių bankas AB
The Remuneration Policy of Šiaulių bankas AB was
approved (enclosed).
- Election of members of Šiaulių bankas AB
Supervisory Board for a new term
Resolved:
To elect Šiaulių bankas AB Supervisory Board
members for a 4 (four) year term:
1.1.
Valdas Vitkauskas;
1.2.
Darius Šulnis;
1.3.
Tomas Okmanas;
1.4.
Mindaugas Raila;
1.5.
Gintaras Kateiva;
1.6.
Susan Gail Buyske;
1.7.
Monika Nachyla.
To determine that the elected Supervisory Board
of Šiaulių bankas AB begins its activities after the end of the
ordinary general meeting of shareholders of Šiaulių bankas AB that
elected it.
To determine, if a person is elected to the
Supervisory Board of Šiaulių bankas AB for the first time, he will
take up his position as a member of the Supervisory Board only
after receiving the permission of the supervisory authority of
Šiaulių bankas AB.
Additional information:
Tomas Varenbergas
Head of the Investment Management Division
Email: tomas.varenbergas@sb.lt
- 549300TK038P6EV4YU51-2023-12-31-en
- Independent Auditor’s Report EN
- Profit_allocation
- Remuneration Policy - new version_20240329_EN
- SB Articles of Association - new version_20240329_EN
Grafico Azioni Siauliu Bankas Ab (LSE:0KC0)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Siauliu Bankas Ab (LSE:0KC0)
Storico
Da Giu 2023 a Giu 2024