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SEB Interim / Quarterly Report 2015

Aug 31, 2015

2966_rns_2015-08-31_2284828e-24cb-4a9a-ab8d-8dc31f14637c.pdf

Interim / Quarterly Report

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SEB

AB SEB BANKAS

CONDENSED INTERIM INFORMATION
FOR THE SIX-MONTH PERIOD 2015

TABLE OF CONTENTS

  1. CONFIRMATION OF RESPONSIBLE PERSONS REGARDING INTERIM SIX-MONTH CONSOLIDATED FINANCIAL REPORTING
  2. CONDENSED INTERIM FINANCIAL INFORMATION FOR THE 6 MONTH PERIOD ENDED JUNE 2015
  3. CONSOLIDATED SEMI-ANNUAL REPORT FOR THE 6 MONTH PERIOD 2015

SEB

AB SEB bankas
Gedimino ave. 12
LT-01103 Vilnius

CONFIRMATION OF RESPONSIBLE PERSONS

Abiding by Article 22 of the Law of the Republic of Lithuania on Securities as well as by the rules approved by the board of the bank of the Republic of Lithuania for the preparation and submitting of periodic and supplementary information, we hereby confirm that, in accordance with our knowledge, the information provided in interim six month consolidated financial reporting, that has been prepared in accordance with the International Financial Reporting Standards, is true and correctly reflects the issuer's and the consolidated companies' total assets, liabilities, financial standing, profit or loss and cash flows and also that business development and activity review included in the interim consolidated reporting reflects the actual data.

President of AB SEB bankas

Head of Business Support Division and CFO of SEB bankas

Acting Director of Finance Department of AB SEB bankas

Raimondas Kvedaras

Jonas Iržikevičius

Jurgita Sinkevičienė

Vilnius,
August 2015

AB SEB bankas
Address: Gedimino ave. 12, LT-01103 Vilnius
Information by telephone: 1528, (8 5) 268 2800, fax: (8 5) 268 2333, e-mail: [email protected]
AB SEB bankas, company code: 112021238
www.seb.lt


SEB

AB SEB bankas condensed interim financial information for the 6 months period ended 30 June 2015


AB SEB bankas

GENERAL INFORMATION

  1. Reporting period

The report has been produced for the 6 months period ended 30 June 2015.

  1. The issuer's key data
Issuer's name AB SEB bankas
Share capital EUR 299,563,606
Domicile address Gedimino ave.12, LT-01103 Vilnius
Telephone (8 5) 2682 800
Fax (8 5) 2682 333
E-mail [email protected]
Legal organisational form Public limited company
Registration date and place 29 November 1990, Bank of Lithuania
Company's code 112021238
Company's registration number AB90-4
Website www.seb.lt

2


AB SEB bankas

CONDENSED INTERIM INCOME STATEMENT FOR THE 6 MONTHS PERIOD ENDED 30 JUNE 2015

(All amounts in EUR thousands unless otherwise stated)

The Group
January 1 - June 30 2015 The second quarter 2015 January 1 - June 30 2014 The second quarter 2014
59,741
(20,430) 29,825
(10,296) 67,747
(22,160) 33,645
(10,862)
39,303
(1,779) 19,619
(1,371) 43,587
(4,127) 22,783
(1,101)
594
(146) 500
(290) 3,002
(130) 1,763
(17)
6 5 3 1
(1,335) (1,066) (1,251) 3,035
37,078
(16,197) 18,553
(6,410) 44,236
(5,397) 25,010
(9,632)
2,426
(1,585) 11,247
(51) 2,715
(24) 1,462
(6)
- - - -
8,662
(63) 5,246
(43) 7,996
(730) 3,939
(37)
13,766
(20,037) 4,488
(9,766) 11,406
(18,944) 5,732
(9,679)
(10,922) (9,783) (16,052) (5,664)
37,824
(5,235) 16,245
(2,024) 48,855
(5,801) 30,527
(3,460)
32,689 14,521 43,014 27,067
32,689 14,521 43,014 27,067

Interest income

Interest expenses

Net interest income

Impairment (losses) reversals on loans

Impairment reversals on lease portfolio

Provisions for guarantees and other off balance sheet items

Other impairment reversals

Total impairment losses

Net interest income after impairment losses

Fee and commissions income

Fee and commissions expenses

Net fee and commission income

Net gain (loss) on operations with debt securities and derivative financial instruments

Netgain (loss) on equity securities

Dividend income from subsidiaries

Net foreign exchange gain

Other income, net

Net investment activities

Staff costs

Other administrative expenses

Profit before income tax

Income tax expenses

Net profit for the period

Attributable tax

Owners of the bank

Non controlling interest

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The Bank
January 1 - June 30 2015 The second quarter 2015 January 1 - June 30 2014 The second quarter 2014
59,733
(20,437) 29,813
(10,205) 67,741
(22,165) 33,665
(10,863)
39,296
(1,779) 19,608
(1,371) 43,578
(4,127) 22,803
(1,101)
594
(146) 500
(200) 3,002
(130) 1,763
(17)
6 5 3 1
(1,335) (1,066) (1,251) 3,035
37,971
(16,442) 18,042
(7,327) 44,327
(6,005) 25,837
(10,389)
34,453
(10,615) 17,557
(5,229) 36,005
(9,411) 18,589
(4,523)
23,838
(2,308) 12,308
(1,066) 20,594
(1,209) 13,469
(1,467)
2,427
(1,246) 1,269
(1,259) 1,467
(6)
1 1 (35)
6,855
(4,500) 4,500
(2,166) 2,166
(9)
8,619
(61) 5,201
(41) 7,096
(3,939)
619 496 638
10,712
(19,850) 8,952
(9,671) 12,235
(10,649) 5,792
(9,507)
(10,661) (9,631) (15,877) (3,570)
42,010
(5,169) 20,500
(1,955) 48,630
(5,642) 29,940
(3,373)
36,901
(5,169) 18,545
(1,955) 42,988
(5,667) 26,567
(1,373)

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AB SEB bankas

CONDENSED INTERIM STATEMENT OF COMPREHENSIVE INCOME

FOR THE 6 MONTHS PERIOD ENDED 30 JUNE 2015

(All amounts in EUR thousands unless otherwise stated)

The Group The Bank
January 1 - June 30
2015 January 1 - June 30
2014 January 1 - June 30
2015 January 1 - June 30
2014
32,689 43,014 Net gain for the year 36,901 42,988
Items that may subsequently be reclassified to the income statement:
127 336 Net gain on available for sale financial assets 127 336
Amortisation of financial assets revaluation reserve
29 29 of reclassified financial assets 29 29
Income tax relating to the components of other
(23) (54) comprehensive income (23) (54)
Items that will not be reclassified to the income statement:
- - - -
133 311 Total other comprehensive income 133 311
32,822 43,325 Total comprehensive income 37,034 43,299
Attributable to:
32,822 43,325 Owners of the Bank 37,034 43,299
- - Non controlling interest - -

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4


AB SEB bankas

CONDENSED INTERIM STATEMENT OF FINANCIAL POSITION

AS OF 30 JUNE 2015

(All amounts in EUR thousands unless otherwise stated)

The Group The Bank
30 June 2015 31 December 2014 30 June 2015 31 December 2014
Assets
103,769 99,203 Cash on hand 103,769 99,203
41,280 1,065,922 Balances with the Central Bank 41,280 1,065,922
1,016,669 241,193 Due from banks, net 1,016,669 241,193
17,144 17,789 Government securities available for sale 17,055 17,604
Financial assets at fair value through profit and loss 262,994 346,358
266,589 367,136 104,487 117,592
104,487 117,592 Derivative financial instruments 7,593 11,063
Loans to credit institutions, net of impairment losses 4,375,641 4,302,834
7,593 11,063
4,376,849 4,293,166 Loans to customers, net of impairment losses 383,364 393,080
Finance lease receivable, net of impairment losses
383,301 393,013
Investment securities:
53,437 54,785 - loans and receivables 53,437 54,785
58 58 - available for sale 58 58
- 4,357 - held to maturity - 4,357
- - Investments in subsidiaries 10,111 10,108
10,198 11,211 Intangible fixed assets 10,198 11,211
7,182 7,832 Property, plant and equipment 7,071 7,721
328 649 Non-current assets held for sale 328 649
2,840 3,159 Investment property 2,840 3,159
34,169 37,375 Deferred tax asset 34,040 37,372
41,853 23,709 Other assets, net of impairment losses 39,925 23,487
6,467,746 6,749,214 Total assets 6,470,860 6,747,758
Liabilities
15 17 Amounts owed to the Central Bank 15 17
1,153,951 1,271,662 Amounts owed to credit institutions 1,153,951 1,271,662
102,679 119,680 Derivative financial instruments 102,679 119,680
4,361,662 4,468,133 Deposits from public 4,368,692 4,475,148
10,822 13,928 Accrued expenses and deferred income 10,599 13,102
9,715 10,702 Income tax payable 9,658 10,524
18,318 20,965 Debt securities in issue 18,318 20,965
46,155 47,291 Other liabilities and provisions 45,735 47,254
5,703,317 5,952,378 Total liabilities 5,709,647 5,958,351
Equity
Equity attributable to equity holder of the parent
299,564 299,634 Share capital 299,564 299,634
637 637 Reserve capital 637 637
(48) (181) Financial assets revaluation reserve (48) (181)
121,280 102,047 Legal reserve 120,737 101,504
2,887 3,150 General and other reserves 2,887 3,150
340,109 391,549 Retained earnings 337,436 384,663
764,429 796,835 761,213 789,407
- - Non controlling interest in equity - -
764,429 796,835 Total equity 761,213 789,407
6,467,746 6,749,214 Total liabilities and equity 6,470,860 6,747,758

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AB SEB bankas

CONDENSED INTERIM STATEMENT OF CHANGES IN EQUITY FOR THE 6 MONTHS PERIOD ENDED 30 JUNE 2015

(All amounts in EUR thousands unless otherwise stated)

The Group Equity attributable to equity holder of the parent Total before non controlling interest Non controlling interest Total
Share capital Reserve capital Financial assets revaluation reserve Legal reserve General and other reserves Retained earnings
31 December 2013 299,634 637 (739) 83,759 4,556 365,607 753,454 - 753,454
Net change in available for sale investments, net of deferred taxes - - 282 - - - 282 - 282
Amortisation of financial assets revaluation reserve of reclassified financial assets - - 29 - - - 29 - 29
Net profit for the year - - - - - 43,014 43,014 - 43,014
Total comprehensive income - - 311 - - 43,014 43,325 - 43,325
Share-based compensation - - - - 179 - 179 - 179
Transfers to reserves - - - 18,288 - (18,288) - - -
Dividends - - - - - (30,000) (30,000) - (30,000)
30 June 2014 299,634 637 (428) 102,047 4,735 360,333 766,958 - 766,958
31 December 2014 299,634 637 (181) 102,047 3,150 391,549 796,835 - 796,835
Net change in available for sale investments, net of deferred taxes - - 104 - - - 104 - 104
Amortisation of financial assets revaluation reserve of reclassified financial assets - - 29 - - - 29 - 29
Net profit for the year - - - - - 32,689 32,689 - 32,689
Total comprehensive income - - 133 - - 32,689 32,822 - 32,822
Adjustment of share capital due to conversion to euro (70) - - - - - (70) - (70)
Share-based compensation - - - - 183 - 183 - 183
Other movements - - - - (446) 446 - - -
Transfers to reserves - - - 19,233 - (19,233) - - -
Dividends - - - - - (65,341) (65,341) - (65,341)
30 June 2015 299,564 637 (48) 121,280 2,887 340,109 764,429 - 764,429

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AB SEB bankas

CONDENSED INTERIM STATEMENT OF CHANGES IN EQUITY FOR THE 6 MONTHS PERIOD ENDED 30 JUNE 2015

(All amounts in EUR thousands unless otherwise stated)

The Bank Share capital Reserve capital Financial assets revaluation reserve Legal reserve General and other reserves Retained earnings Total
31 December 2013 299,634 637 (739) 83,216 4,556 365,759 753,063
Net change in available for sale investments, net of deferred taxes - - 282 - - - 282
Amortisation of financial assets revaluation reserve of reclassified financial assets - - 29 - - - 29
Net profit for the year - - - - - 42,988 42,988
Total comprehensive income - - 311 - - 42,988 43,299
Share-based compensation - - - - 179 - 179
Transfers to reserves - - - 18,288 - (18,288) -
Dividends - - - - - (30,000) (30,000)
30 June 2014 299,634 637 (428) 101,504 4,735 360,459 766,541
31 December 2014 299,634 637 (181) 101,504 3,150 384,663 789,407
Net change in available for sale investments, net of deferred taxes - - 104 - - - 104
Amortisation of financial assets revaluation reserve of reclassified financial assets - - 29 - - - 29
Net profit for the year - - - - - 36,901 36,901
Total comprehensive income - - 133 - - 36,901 37,034
Adjustment of share capital due to conversion to euro (70) - - - - - (70)
Share-based compensation - - - - 183 - 183
Other movements - - - - (446) 446 -
Transfers to reserves - - - 19,233 - (19,233) -
Dividends - - - - - (65,341) (65,341)
30 June 2015 299,564 637 (48) 120,737 2,887 337,436 761,213

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AB SEB bankas

CONDENSED INTERIM STATEMENT OF CASH FLOWS

FOR THE 6 MONTHS PERIOD ENDED 30 JUNE 2015

(All amounts in EUR thousands unless otherwise stated)

The Group The Bank
January 1 - June 30, 2015 January 1 - June 30, 2014 January 1 - June 30, 2015 January 1 - June 30, 2014
33,679 49,220 Net cash from operating activities before change in operating assets 33,527 48,278
591,640 538,874 Net decrease in operating assets 602,520 538,291
(109,653) 9,409 Net (decrease) increase in operating liabilities (109,900) 8,638
515,666 597,503 Net cash from operating activities before income tax 526,147 595,207
- - Income tax paid - -
515,666 597,503 Net cash from operating activities after income tax 526,147 595,207
109,378 21,127 Cash received from investing activities 98,897 23,423
(186,777) (10,548) Cash from financing activities (186,777) (10,548)
438,267 608,082 Net increase in cash 438,267 608,082
666,553 421,366 Cash at the beginning of the period 666,553 421,366
1,104,820 1,029,448 Cash at the end of the period 1,104,820 1,029,448
Specified as follows:
(15,591) 42,067 Balance available for withdrawal with the Central Banks (15,591) 42,067
19,063 820,999 Overnight deposits 19,063 820,999
103,769 117,336 Cash on hand 103,769 117,336
997,579 49,046 Current accounts with other banks 997,579 49,046
1,104,820 1,029,448 1,104,820 1,029,448

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AB SEB bankas

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE 6 MONTHS PERIOD ENDED 30 JUNE 2015

(All amounts in EUR thousands unless otherwise stated)

NOTE 1 GENERAL INFORMATION

AB SEB bankas (hereinafter - the Bank) was registered as a public company in the Enterprise Register of the Republic of Lithuania on 2 March 1990. The Bank is licensed by the Bank of Lithuania to perform all banking operations provided for in the Law on Banks of the Republic of Lithuania and the Statutes of the Bank.

The Head Office of the Bank is located at Gedimino ave. 12, Vilnius. At the end of the reporting period the Bank had 43 customer service units.

At the end of the reporting period AB SEB bankas had 2 subsidiaries (the Bank and its subsidiaries thereafter are referred to as the Group). The subsidiaries are as follows: UAB "SEB Venture Capital" is a fully owned subsidiary involved in venture capital activities; UAB "SEB investicijų valdymas" is a fully owned subsidiary engaged in provision of investments' management services activities.

The Bank accepts deposits, issues loans, makes money transfers and documentary settlements, exchanges currencies for its clients, issues and processes debit and credit cards, is engaged in trade finance and finance leasing, investing and trading in securities as well as performs other activities set in the Law on Banks (except for operations with precious metals).

At the end of the reporting period the shareholder of the Bank is Skandinaviska Enskilda Banken AB (publ), owning 100 percent of the Bank's shares.

NOTE 2 BASIS OF PRESENTATION

As of January 1st 2015 Lithuania joined euro zone. This interim financial information is presented in national currency of Lithuania, euro (EUR). The books and records of the Bank and other Group companies are maintained in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the European Union (EU). This interim financial report has been prepared in accordance with International Accounting Standard 34.

The accounting policies adopted and methods of computation used are consistent with those of the annual financial statements for the year ended 31 December 2014, as described in the annual financial statements for the year ended 31 December 2014.

The financial statements are prepared under the historical cost convention as modified by the revaluation of available for-sale financial assets, financial assets and liabilities held at fair value through profit and loss and all derivative contracts.

The preparation of financial statements in conformity with IFRS requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management's best knowledge of current event and actions, actual results ultimately may differ from those estimates.

NOTE 3 SEGMENT REPORTING

Operating segments are reported in a manner consistent with the internal reporting provided to the Board of Directors of the Bank. The Board of Directors is responsible for resources allocation and performance assessment of the operating segments and has been identified as the chief operating decision maker.

All transactions between business segments are conducted on an arm's length basis, with intra-segment revenue and costs being eliminated. Income and expenses directly associated with each segment are included in determining business segment performance.

For management and reporting purposes, the Group is organised into the following business groupings:

Baltic Division has overall responsibility for providing retail services to the all types of companies and individuals. Baltic division offers it's clients solutions in the areas of:

  • Lending;
  • Leasing and factoring products;
  • Liquidity management and payment services;
  • Private Banking – which serves the higher end of the private individual segment with wealth management services and advisory services.

All depreciation and amortization expenses (except for Asset Management) are attributed to this segment.

The Merchant Banking division has overall responsibility for servicing large and medium-sized companies, financial institutions, banks, and commercial real estate clients. Merchant Banking offers its clients integrated investment and corporate banking solutions, including the investment banking activities. Merchant Banking's main areas of activity include:

  • Lending and debt capital markets;
  • Trading in equities, currencies, fixed income, derivatives and futures;
  • Advisory services, brokerage, research and trading strategies within equity, fixed income and foreign exchange markets;
  • Cash management;
  • Custody and fund services;
  • Venture capital.

The Asset Management division main business area is Institutional Clients division – which provides asset management services to institutions, foundations and life insurance companies and is responsible for the investment management, marketing and sales of SEB's mutual funds.

The division offers a full spectrum of asset management and advisory services and its product range includes equity and fixed income, private equity, real estate and hedge fund management.

9


AB SEB bankas

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE 6 MONTHS PERIOD ENDED 30 JUNE 2015

(All amounts in EUR thousands unless otherwise stated)

NOTE 3 SEGMENT REPORTING (CONTINUED)

The Treasury division has overall responsible for cash management, liquidity management and internal financing between the Group divisions.

Operations and IT divisions are the Group's internal segments responsible for providing operations support and processing, as well as information technologies services for all Group's divisions. In addition, Operations divisions handles bookings, confirmations, payments and reconciliations, and customer service and support.

Staff Functions division have dedicated responsibilities in order to support the business units within own area of expertise: HR, finance, marketing and communication, credits and risk control, security, procurement and real estate, compliance, internal audit.

The geographical segments are not defined by the Group. All activities of the Group are performed on the territory of Republic of Lithuania. Revenues and expenses related to major non resident customers services is immaterial for the purpose of these financial statements and are not presented to the chief operating decision maker.

10


AB SEB bankas

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

FOR THE 6 MONTHS PERIOD ENDED 30 JUNE 2015

(All amounts in EUR thousands unless otherwise stated)

NOTE 3 SEGMENT REPORTING (CONTINUED)

Business segments of the Group for the period ended 30 June 2015 were as follows:

Baltic Division Merchant Banking Asset Management Treasury Operations Staff Functions Information Technologies Eliminations Total Group
Interest income 57,181 22 1 21,543 - - - (19,035) 59,712
- Internal 749 - (1) 18,287 - - - (19,035) -
- External 56,432 22 2 3,256 - - - - 59,712
Interest expense (19,534) (16) - (19,897) - - - 19,035 (20,412)
- Internal (18,271) (16) - (748) - - - 19,035 -
- External (1,263) - - (19,149) - - - - (20,412)
Commission income 35,364 - 3,482 74 - - - (901) 38,019
- Internal 1,699 - - 74 - - - (901) 872
- External 33,665 - 3,482 - - - - - 37,147
Ccommission expense (11,280) 75 (2,214) (43) - - - 901 (12,561)
- Internal (74) - (1,699) - - - - 901 (872)
- External (11,206) 75 (515) (43) - - - - (11,689)
Net financial income (expenses) 10,994 1,986 (4) (88) - - - - 12,888
Net other income (expenses) (228) - (1) 50 - (4) - - (183)
Net operating income 72,497 2,067 1,264 1,639 - (4) - - 77,463
Total staff costs and other administrative expenses (36,114) (52) (501) (160) 79 945 553 - (35,250)
Depreciation and amortisation (2,403) (3) (6) - (12) (379) (303) - (3,106)
Capital losses 148 - - - - - - - 148
Total impairment losses (1,331) - - - - - - - (1,331)
Loss before income tax 32,797 2,012 757 1,479 67 562 250 - 37,924
Income tax (5,109) - (126) - - - - - (5,235)
Net profit for the year 27,688 2,012 631 1,479 67 562 250 - 32,689
Total assets 5,179,444 4,803 5,193 1,355,713 67 562 992 (79,028) 6,467,746
Total liabilities 4,420,255 2,791 4,275 1,354,282 - - 742 (79,028) 5,703,317
Acquisition of intangible assets and property, plant and equipment 2,502 - - - - - - - 2,502

AB SEB bankas

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

FOR THE 6 MONTHS PERIOD ENDED 30 JUNE 2015

(All amounts in EUR thousands unless otherwise stated)

NOTE 3 SEGMENT REPORTING (CONTINUED)

For the period ended 30 June 2015 reconciliation between Group's Segment reporting and financial statements is presented below:

Eliminations
Segment Reporting Interest income from Hedged L&R Other reconciling entries Financial Statements
Interest income 59,712 - 29 59,741
Interest expence (20,412) - (26) (20,438)
Commission income 38,019 - (1,822) 36,197
Commission expense (12,561) - 1,503 (11,058)
Net financial income 12,888 - - 12,888
Net other income (183) - 1,061 878
Net operating income 77,463 - 745 78,208
Total staff costs, other administrative expenses (35,250) - (751) (36,001)
Depreciation and amortisation (3,106) - - (3,106)
Capital losses 148 - - 148
Total impairment losses (1,331) - 6 (1,325)
Profit before income tax 37,924 - - 37,924
Income tax expenses (5,235) - - (5,235)
Net profit for the period 32,689 - - 32,689

AB SEB bankas

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

FOR THE 6 MONTHS PERIOD ENDED 30 JUNE 2015

(All amounts in EUR thousands unless otherwise stated)

NOTE 3 SEGMENT REPORTING (CONTINUED)

Business segments of the Group for the period ended 30 June 2014 were as follows:

Baltic Division Merchant Banking Asset Management Treasury Operations Staff Functions Information Technologies Eliminations Total Group
Interest income 63,963 85 7 30,673 - - - (26,676) 68,052
- Internal 2,113 - 3 24,559 - - - (26,676) (1)
- External 61,850 85 4 6,114 - - - - 68,053
Interest expense (25,973) (84) - (23,948) - - - 26,676 (23,329)
- Internal (24,477) (84) - (2,116) - - - 26,676 (1)
- External (1,496) - - (21,832) - - - - (23,328)
Commission income 35,771 35 2,825 261 - - - (1,412) 37,480
- Internal 1,151 - - 261 - - - (1,412) -
- External 34,620 35 2,825 - - - - - 37,480
Commission expense (9,651) - (1,384) - - - - 1,412 (9,623)
- Internal (261) - (1,151) - - - - 1,412 -
- External (9,390) - (233) - - - - - (9,623)
Net financial income 9,389 1,450 - 935 - - - - 11,774
Net other income (expenses) (224) - - 55 - 1 - - (168)
Net operating income 73,275 1,486 1,448 7,976 - 1 - - 84,186
Total staff costs, other administrative expenses
(32,042) (119) (461) (128) 39 688 617 - (31,406)
Depreciation and amortisation (2,465) (3) (3) (1) (30) (151) (254) - (2,907)
Capital losses (1) - - - - (1) - - (2)
Total impairment losses (1,056) - - - - - - - (1,056)
Profit before income tax 37,711 1,364 984 7,847 9 537 363 - 48,815
Income tax expense (5,642) (1) (158) - - - - - (5,801)
Net profit for the period 32,069 1,363 826 7,847 9 537 363 - 43,014
Total assets 5,170,087 16,476 5,427 2,297,024 9 535 425 (614,750) 6,875,233
Total liabilities 4,413,933 15,111 4,314 2,289,604 - - 63 (614,750) 6,108,275
Acquisition of intangible assets and property, plant and equipment 1,459 - 1 - - - - - 1,460

AB SEB bankas

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

FOR THE 6 MONTHS PERIOD ENDED 30 JUNE 2015

(All amounts in EUR thousands unless otherwise stated)

NOTE 3 SEGMENT REPORTING (CONTINUED)

For the period ended, 30 June 2014 reconciliation between Group's Segment reporting and financial statements is presented below:

Segment Reporting Eliminations
Interest income from Hedged L&R Other reconciling entries Financial Statements
Interest income 68,052 - (306) 67,746
Interest expence (23,329) 1,168 - (22,161)
Commission income 37,480 - 202 37,682
Commission expense (9,623) - 11 (9,612)
Net financial income 11,774 (1,168) - 10,606
Net other income (168) - 971 803
Net operating income 84,186 - 878 85,064
Total staff costs and other administrative expenses (31,406) - (683) (32,089)
Depreciation and amortisation (2,907) - - (2,907)
Capital losses (2) - - (2)
Total impairment losses (1,056) - (195) (1,251)
Profit before income tax 48,815 - - 48,815
Income tax (5,801) - - (5,801)
Net profit for the period 43,014 - - 43,014

AB SEB BANKAS

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

FOR THE 6 MONTHS PERIOD ENDED 30 JUNE 2015

(All amounts in EUR thousands unless otherwise stated)

NOTE 4 FINANCIAL ASSETS AND LIABILITIES

The table below presents the carrying amounts and fair values of those financial assets and liabilities presented in the Group's statement of financial position at amortized cost:

30 June 2015 31 December 2014
Book value Fair value Book value Fair value
Balances with the Central Bank 41,280 41,280 1,065,922 1,065,680
Loans to credit institutions 1,024,262 1,022,788 252,256 252,103
Loans to customers 4,376,849 4,155,887 4,293,166 4,212,453
Investment securities - loans and receivables 53,437 54,032 54,785 55,842
Finance lease receivable 383,301 382,750 393,013 392,602
Investment securities – held to maturity - - 4,357 4,362
Total financial assets valued at amortised cost 5,879,129 5,656,737 6,063,500 5,983,043
Due to the Central Bank 15 15 17 17
Due to credit institutions 1,153,951 1,173,402 1,271,662 1,296,505
Deposits from the public 4,361,662 4,362,400 4,468,133 4,468,680
Debt securities in issue 16,198 16,654 18,837 19,157
Total financial liabilities valued at amortised cost 5,531,826 5,552,471 5,758,649 5,784,359

The table below presents the carrying amounts and fair values of those financial assets and liabilities presented in the Bank's statement of financial position at amortized cost:

30 June 2015 31 December 2014
Book value Fair value Book value Fair value
Balances with the Central Bank 41,280 41,280 1,065,922 1,065,680
Loans to credit institutions 1,024,262 1,022,788 252,256 252,103
Loans to customers 4,375,641 4,154,679 4,302,834 4,222,116
Investment securities - loans and receivables 53,437 54,032 54,785 55,842
Finance lease receivable 383,364 382,818 393,080 392,675
Investment securities – held to maturity - - 4,357 4,362
Total financial assets valued at amortised cost 5,877,984 5,655,596 6,073,234 5,992,778
Due to the Central Bank 15 15 17 17
Due to credit institutions 1,153,951 1,173,402 1,271,662 1,296,505
Deposits from the public 4,368,692 4,369,429 4,475,148 4,475,694
Debt securities in issue 16,198 16,654 18,837 19,157
Total financial liabilities valued at amortised cost 5,538,856 5,559,500 5,765,664 5,791,374

AB SEB bankas

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

FOR THE 6 MONTHS PERIOD ENDED 30 JUNE 2015

(All amounts in EUR thousands unless otherwise stated)

NOTE 4 FINANCIAL ASSETS AND LIABILITIES (CONTINUED)

The table below summarizes the hierarchy of fair value measurement of asset and liabilities presented on the Group's statement of financial position at fair value:

30 June 2015 Fair value measurement at the end of reporting period based on:
Quoted price in active markets for the same instrument Valuation techniques for which all significant inputs are based on observable market data Valuation techniques for which any significant input is not based on observable market data
Government securities available for sale 17,144 - -
Financial assets at fair value through profit and loss 262,994 434 3,161
Derivative financial instruments (assets) 94 104,392 1
Investment securities – available for sale - - 58
Derivative financial instruments (liabilities) (37) (102,643) 1
Debt securities in issue - (2,120) -
Total 280,195 63 3,221
31 December 2014 Fair value measurement at the end of reporting period based on:
--- --- --- ---
Quoted price in active markets for the same instrument Valuation techniques for which all significant inputs are based on observable market data Valuation techniques for which any significant input is not based on observable market data
Government securities available for sale 17,789 - -
Financial assets at fair value through profit and loss 346,358 17,845 2,933
Derivative financial instruments (assets) 75 117,517 -
Investment securities – available for sale - - 58
Derivative financial instruments (liabilities) (39) (119,641) -
Debt securities in issue - (2,128) -
Total 364,183 13,593 2,991

AB SEB bankas

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

FOR THE 6 MONTHS PERIOD ENDED 30 JUNE 2015

(All amounts in EUR thousands unless otherwise stated)

NOTE 4 FINANCIAL ASSETS AND LIABILITIES (CONTINUED)

The table below summarizes the hierarchy of fair value measurement of asset and liabilities presented on the Bank's statement of financial position at fair value:

30 June 2015 Fair value measurement at the end of reporting period based on:
Quoted price in active markets for the same instrument Valuation techniques for which all significant inputs are based on observable market data Valuation techniques for which any significant input is not based on observable market data
Government securities available for sale 17,055 - -
Financial assets at fair value through profit and loss 262,994 - -
Derivative financial instruments (assets) 94 104,392 1
Investment securities – available for sale - - 58
Derivative financial instruments (liabilities) (37) (102,643) 1
Debt securities in issue - (2,120) -
Total 280,106 (371) 60
31 December 2014 Fair value measurement at the end of reporting period based on:
--- --- --- ---
Quoted price in active markets for the same instrument Valuation techniques for which all significant inputs are based on observable market data Valuation techniques for which any significant input is not based on observable market data
Government securities available for sale 17,604 - -
Financial assets at fair value through profit and loss 346,358 - -
Derivative financial instruments (assets) 75 117,517 -
Investment securities – available for sale - - 58
Derivative financial instruments (liabilities) (39) (119,641) -
Debt securities in issue - (2,128) -
Total 363,998 (4,252) 58

AB SEB bankas

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

FOR THE 6 MONTHS PERIOD ENDED 30 JUNE 2015

(All amounts in EUR thousands unless otherwise stated)

NOTE 4 FINANCIAL ASSETS AND LIABILITIES (CONTINUED)

The following financial assets and liabilities as at 30 June 2015 are subject to offsetting, enforceable master netting arrangements and similar agreements:

Assets Enforceable master netting arrangement and similar arrangement
Gross amounts of recognised financial assets Gross amounts of recognised financial liabilities set off in the balance sheet Net amounts of financial assets recognised in the balance sheet Related amounts not set off in the balance sheet Cash collateral received Net amount
Derivative assets 1,101,029 995,419 105,610 1,894 - 103,716
Reversed repo receivable - - - - - 0
Securities borrowing - - - - - 0
Other - - - - - 0
TOTAL 1,101,029 995,419 105,610 1,894 - 103,716
Liabilities Enforceable master netting arrangement and similar arrangement
--- --- --- --- --- --- ---
Gross amounts of recognised financial liabilities Gross amounts of recognised financial assets set off in the balance sheet Net amounts of financial liabilities recognised in the balance sheet Related amounts not set off in the balance sheet Cash collateral pledged Net amount
Derivative liabilities 1,101,145 995,419 105,726 1,894 - 103,832
TOTAL 1,101,145 995,419 105,726 1,894 - 103,832
NET -116 - -116 - - -116

The following financial assets and liabilities as at 30 June 2014 are subject to offsetting, enforceable master netting arrangements and similar agreements:

Assets Enforceable master netting arrangement and similar arrangement
Gross amounts of recognised financial assets Gross amounts of recognised financial liabilities set off in the balance sheet Net amounts of financial assets recognised in the balance sheet Related amounts not set off in the balance sheet Cash collateral received Net amount
Derivative assets 1,603,289 1,525,500 77,789 14 - 77,775
Reversed repo receivable - - - - - -
TOTAL 1,603,289 1,525,500 77,789 14 - 77,775
Liabilities Enforceable master netting arrangement and similar arrangement
--- --- --- --- --- --- ---
Gross amounts of recognised financial liabilities Gross amounts of recognised financial assets set off in the balance sheet Net amounts of financial liabilities recognised in the balance sheet Related amounts not set off in the balance sheet Cash collateral pledged Net amount
Derivative liabilities 1,602,705 1,525,500 77,205 14 - 77,191
TOTAL 1,602,705 1,525,500 77,205 14 - 77,191
NET 584 - 584 - - 584

AB SEB bankas

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

FOR THE 6 MONTHS PERIOD ENDED 30 JUNE 2015

(All amounts in EUR thousands unless otherwise stated)

NOTE 5 ASSETS UNDER MANAGEMENT

The Group The Bank
30 June 2015 31 December 2014 30 June 2015 31 December 2014
8,044 8,687 Customers funds - -
173,547 260,865 Financial instruments acquired at customer account - -
657,748 602,758 Accounts receivable from customer assets managed on trust basis - -
839,339 872,310 Total assets under management - -

NOTE 6 OFF BALANCE SHEET ITEMS

The Group The Bank
30 June 2015 31 December 2014 30 June 2015 31 December 2014
754,433 979,323 Agreements to grant loans 754,453 981,490
117,548 130,672 Guarantees issued 117,548 130,672
42,934 49,555 Letters of credit issued 42,934 49,555
Commitments to purchase assets and other commitments
18,858 12,305 18,858 12,305
11 11 Customs guarantees collateralised by deposits 11 11

NOTE 7 RELATED PARTIES

A number of banking transactions are entered into with related parties in the normal course of business. The transactions with top parent company include loans, deposits and debt instrument transactions. Transactions with AB SEB bankas group (including parent bank) can be specified as follows:

The Group The Bank
30 June 2015 31 December 2014 Interest rate % 30 June 2015 31 December 2014
997,424 217,787 Outstanding loan amount 0.00-3.50 997,434 217,787
77,511 84,906 Positive replacement values (HFT) - 77,511 84,906
69 640 Other assets - 69 640
1,019,928 1,169,928 Outstanding deposit amount 0.42-5.49 1,019,928 1,169,928
39,018 46,157 Other liabilities - 39,018 46,111
1,078 1,469 Unused granted overdraft facilities - 1,078 1,469
150,050 192,320 Guarantees received - 150,050 192,320
For 6 months period ended
30 June 2015 and 2014
174 2,933 Interest income - 174 2,933
(9,405) (13,312) Interest expense - (9,405) (13,312)
Other services received and cost
(579) (1,255) incurred from SEB group, net - (285) (1,247)

AB SEB bankas

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

FOR THE 6 MONTHS PERIOD ENDED 30 JUNE 2015

(All amounts in EUR thousands unless otherwise stated)

NOTE 7 RELATED PARTIES (CONTINUED)

Transactions with parent bank can be specified as follows:

The Group The Bank
30 June 2015 31 December 2014 Interest rate % 30 June 2015 31 December 2014
968,294 201,033 Outstanding loan amount 0.00-3.50 968,294 201,033
77,502 84,906 Positive replacement values (HFT) - 77,502 84,906
- 283 Other assets - - 283
1,008,682 1,151,885 Outstanding deposit amount 0.42-5.49 1,008,682 1,151,885
34,684 42,317 Other liabilities - 34,684 42,317
713 1,464 Unused granted overdraft facilities - 713 1,464
149,943 191,613 Guarantees received - 149,943 191,613
For 6 months period ended
30 June 2015 and 2014
121 291 Interest income - 121 2,898
(9,401) (13,302) Interest expense - (9,401) (13,302)
Other services received and cost
(218) (483) incurred from SEB group, net - (218) (517)

Transactions between the Bank and its subsidiaries can be specified as follows:

Interest rate % The Bank
30 June 2015 31 December 2014
Off-balance sheet commitments:
Agreements to grant loans - 20 2,166
Outstanding loan amounts:
UAB „SEB Venture Capital“ - - 10,854
UAB „SEB investiciu valdy mas“ 3.5 64 68
Outstanding deposit amounts:
UAB „SEB Venture Capital“ - 3,084 1,375
UAB „SEB investiciu valdy mas“ - 3,946 5,641
Other assets - 816 561
For 6 months period ended 30 June 2015 and 2014
Interest income - 17 84
Interest expense - - (3)
Dividend income - 6,855 2,165
Other services received and cost incurred from subsidiaries, net - 1,816 1,262

AB SEB bankas

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE 6 MONTHS PERIOD ENDED 30 JUNE 2015

(All amounts in EUR thousands unless otherwise stated)

NOTE 8 DEBT SECURITIES ISSUANCE AND REDEMPTION

During the six months of 2015 the Bank has not issued non-equity securities issues.

During the six months of 2015 the Bank successfully redeemed 12 issues of the non-equity securities, as presented in the table below:

Issue date Redemption date Duration Currency Amount in issue (in EUR) Reference item
2011.12.21 2015.01.23 1 129 days EUR 273,256 IT sector stock basket - Apple Inc, International Business Machines Corp, Microsoft Corp, AT&T Inc, Google Inc & Intel Corp.
2011.12.21 2015.01.23 1 129 days EUR 51,552 IT sector stock basket - Apple Inc, International Business Machines Corp, Microsoft Corp, AT&T Inc, Google Inc & Intel Corp.
2011.12.21 2015.01.23 1 129 days EUR 96,400 IT sector stock basket - Apple Inc, International Business Machines Corp, Microsoft Corp, AT&T Inc, Google Inc & Intel Corp.
2012.02.28 2015.03.05 1 101 days EUR 148,633 S&P Southeast Asia 40 Risk Control 18% EUR Excess Index
2012.02.28 2015.03.05 1 101 days EUR 20,940 S&P Southeast Asia 40 Risk Control 18% EUR Excess Index
2012.02.28 2015.03.05 1 101 days EUR 109,900 S&P Southeast Asia 40 Risk Control 18% EUR Excess Index
2012.04.03 2015.04.08 1 100 days EUR 362,778 „Brent“ oil, gold, sugar, corn
2012.04.05 2015.04.08 1 098 days EUR 243,281 Copper, gold, sugar, corn
2012.04.05 2015.04.08 1 098 days EUR 1,137,000 Copper, gold, sugar, corn
2012.04.03 2015.04.13 1 105 days EUR 138,960 Consumer Staples Select Sector SPDR ETF
2012.04.03 2015.04.13 1 105 days EUR 138,525 Consumer Staples Select Sector SPDR ETF
2012.04.03 2015.04.13 1 105 days EUR 48,200 Consumer Staples Select Sector SPDR ETF

NOTE 9 SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE

After 30 June 2015 the Bank has not issued non-equity securities issues.

After 30 June 2015 the Bank redeemed 3 non-equity securities issues with the nominal value of EUR 958.7 thousand.

NOTE 10 MAJOR EVENTS IN THE ISSUER'S ACTIVITIES

On 29 January 2015, the Bank announced that according to preliminary data, unaudited net profit earned over the year 2014 by AB SEB bankas is EUR 65.3 million (LTL 225.6 million) and by AB SEB bankas Group – EUR 72.4 million (LTL 249.9 million). The result has been calculated in accordance with the requirements set by the acts of the Bank of Lithuania and legal acts of the Republic of Lithuania. Over the year 2013, audited net profit earned by AB SEB bankas totalled EUR 61.5 million (LTL 212.3 million) and by AB SEB bankas Group – EUR 61.5 million (LTL 212.3 million).

On 17 March 2015, the Bank announced that on the 31st of March 2015 the Annual General Meeting of Shareholders of AB SEB bankas (hereinafter – the Bank) will take place. The Annual General Meeting is initiated and convened by the Management Board of the Bank. 100 % of shares of the Bank are owned by the bank Skandinaviska Enskilda Banken AB.

Issues on the agenda:

  1. regarding the Annual Report of the Bank;
  2. regarding the Report of the Auditor of the Bank;
  3. regarding the comments and proposals of the Supervisory Council of the Bank;
  4. regarding approval of the Consolidated Financial Statements of the Bank for the year 2014;
  5. regarding appropriation of the year 2014 profit of the Bank.

The Management Board of the Bank endorsed the draft resolutions of the Annual General Meeting of Shareholders of the Bank

On 31 March 2015, the Bank announced that on the 31st March 2015, the Annual General Meeting of Shareholders of AB SEB bankas (hereinafter – the SEB Bank) took place and decisions on all issues on the agenda were adopted:

  1. Bank Group's year 2014 Consolidated Annual Report and its Annex "Disclosure form concerning the compliance with the Corporate Governance Code for the Companies Listed on NASDAQ OMX Vilnius" have been familiarized with;
  2. Report of the audit company UAB "PricewaterhouseCoopers", which has performed the audit, has been familiarized with;
  3. Comments and proposals of the Supervisory Council of the Bank regarding the Bank's Activity Strategy, its Annual Consolidated Financial Statements, Draft Profit Appropriation and the Bank's Consolidated Annual Report as well as the activities of the Bank's Management Board and President have been familiarized with;
  4. Bank's and Bank Group's year 2014 Consolidated Financial Statements produced in accordance with the International Financial Reporting Standards (enclosed) were approved;
  5. Appropriation of the year 2014 profit of the Bank was approved

On 23 April 2015, the Bank announced that according to preliminary data, unaudited net profit earned over the first quarter of the year 2015 by AB SEB bankas is EUR 18.4 million and by AB SEB bankas Group is EUR 18.2 million. The result has been calculated in accordance with the requirements set by the acts of the Bank of Lithuania and legal acts of the Republic of Lithuania. Over the first quarter of the year 2014, unaudited net profit earned by AB SEB bankas amounted to EUR 16.4 million and by AB SEB bankas Group – EUR 16.0 million.

On 14 July 2015, the Bank announced that according to preliminary data, unaudited net profit earned over the first half-year of the year 2015 by AB SEB bankas is EUR 36.9 million and by AB SEB bankas Group is EUR 32.7 million. The result has been calculated in accordance with the requirements set by the acts of the Bank of Lithuania and legal acts of the Republic of Lithuania. Over the first half-year of the year 2014, unaudited net profit earned by AB SEB bankas was EUR 43.0 million and by AB SEB bankas Group – EUR 43.0 million.



AB SEB bankas

CONSOLIDATED SEMI - ANNUAL REPORT FOR THE 6 MONTH PERIOD 2015

(all amounts in EUR thousand, unless indicated otherwise)

CONSOLIDATED SEMI - ANNUAL REPORT OF AB SEB BANKAS FOR 6 MONTH PERIOD 2015

1. Reporting period covered by the Consolidated Semi - Annual Report

This Consolidated semi - annual Report (hereinafter the Report) has been prepared for the period from 1 January 2015 until 30 June 2015.

2. Issuer Group companies, contact details and types of their core activities.

Issuer's name AB SEB bankas
Authorised capital EUR 299,563,606
Legal address Gedimino ave.12, LT-01103 Vilnius
Telephone (8 5) 2682 800
Facsimile (8 5) 2682 333
E-mail address [email protected]
Legal form Public limited company
Registration date and place 29 November 1990, the Bank of Lithuania
Company code 112021238
Company registration number AB90-4
Website address www.seb.lt

AB SEB bankas (hereinafter the 'Bank'), a public limited company, is a credit institution operating on share capital basis and is licensed to engage in such types of activities as acceptance of deposits and other refundable means from non-professional market participants and funds lending, also it is entitled to engage in offering other financial services and assumes relevant related risks and liability.

At the close of the reporting period, the AB SEB bankas Group in Lithuania (hereinafter the 'Group') consisted of AB SEB bankas and two subsidiary companies: UAB "SEB investicijų valdymas" and UAB "SEB Venture Capital".

Name UAB “SEB Venture Capital”
Type of core activities Own asset investment into other companies’ equity and asset management on trust basis
Legal form Private limited company
Registration date and place 16 October 1997, Vilnius
Company code 124186219
Domicile address Gedimino ave. 12, LT-01103 Vilnius
Office address Balčikonio str. 3, LT-08247 Vilnius
Telephone (8 5) 2682 407
Fax (8 5) 2682 402
E-mail address [email protected]
Website address www.seb.lt
Name UAB “SEB investicijų valdymas”
--- ---
Type of core activities Various investment management services, consultancy services
Legal / organisational form Private limited company
Registration date and place 3 May 2000, Vilnius
Company code 125277981
Domicile address Gedimino ave. 12, LT-01103 Vilnius
Office address Olimpiečių str. 1, LT-09235 Vilnius
Telephone (8 5) 2681 594
Fax (8 5) 2681 575
E-mail address [email protected]
Website address www.seb.lt

Page 1 of 13


AB SEB bankas

CONSOLIDATED SEMI - ANNUAL REPORT FOR THE 6 MONTH PERIOD 2015

(all amounts in EUR thousand, unless indicated otherwise)

3. Organizational structure of the Group

img-12.jpeg

4. Agreements between the Issuer and securities' public offering agents

The Bank, in the process of a public issue of bonds, must execute an agreement with the selected public offering agent for the protection of interests of the owners of any relevant issue of bonds.

As of 30 June 2015, AB SEB bankas had 33 agreements with AB bankas "Finasta" (legal entity code 301502699, address Maironio str. 11, LT-01124 Vilnius).

5. Data on trade in securities of the Issuer Group companies in the regulated markets

Shares of AB SEB bankas are not included in either the main or secondary list of "NASDAQ OMX Vilnius" exchange or in trading lists of other regulated markets and their listing is not planned in the nearest future.

As of 30 June 2015, three non-equity securities issues of AB SEB bankas were included in the trading list of the debt securities list of "NASDAQ OMX Vilnius" exchange:

Parameters Issue
ISIN code LT0000405060
Number of securities issued (units) 134,890,521
Nominal value per unit (EUR) 0.01
Total nominal value (EUR) 1,348,905.21
Effective date of the issue 17 May 2011
Redemption date 13 June 2016
Parameters Issue
--- ---
ISIN code LT0000405078
Number of securities issued (units) 112,537,650
Nominal value per unit (EUR) 0.01
Total nominal value (EUR) 1,125,376.50
Effective date of the issue 21 December 2011
Redemption date 9 January 2017
Parameters Issue
--- ---
ISIN code LT0000405086
Number of securities issued (units) 136,214,086
Nominal value per unit (EUR) 0.01
Total nominal value (EUR) 1,362,140.86
Effective date of the issue 30 May 2012
Redemption date 13 June 2017

Securities of the Bank subsidiary companies are not traded in the regulated markets.

Page 2 of 13


AB SEB bankas

CONSOLIDATED SEMI - ANNUAL REPORT FOR THE 6 MONTH PERIOD 2015

(all amounts in EUR thousand, unless indicated otherwise)

6. Information on the Issuer’s branches and representative offices

As of 30 June 2015, the Bank had 3 branches: AB SEB bankas Eastern Region (code 112053613, address: Savanorių str. 1, LT-03116 Vilnius), AB SEB bankas Middle Region (code 112052511, address: Laisvės ave. 82/ Maironio str. 17, LT-44250 Kaunas), and AB SEB bankas Western Region (code 112052479, address: Taikos ave. 32, LT-91246 Klaipėda).

The branches consisted of a network of 43 customer service units (7 branches and 36 sub-branches) all over Lithuania.

7. Objective overview of the issuer group status, activities and development

The first half-year of 2015 was marked by a further increase in the number of SEB’s Home Bank customers as well as by an increase in the bank’s operational efficiency. As forecasted, with the introduction of the euro there was a drop in the bank’s income from foreign exchange and payment transactions.

The influence of geopolitical uncertainty was felt as before, at the beginning of the year there was a slow-down in the country’s GDP growth. On the other hand, the environment of low interest rates and pro-activeness of businesses set the scale of credit issuance in motion.

SEB Bank’s total loans and leasing portfolio remained stable, and an increase in the bank’s new loans was as high as 19 per cent year-on-year, excluding one major transaction that was concluded last year. The number of promising projects in terms of financing was growing, as with the close of the Russian markets businessmen found new business opportunities at other export directions. Activity of private individuals in borrowing for residential property was stronger – within a year, an increase in the Bank’s issued new mortgage loans was as high as 21 per cent as compared to a relevant period a year ago.

During the recent half-year, the bank was actively working with Small and Medium Enterprises (SMEs) – as compared to the same period in 2014, an increase in the portfolio of loans issued to SMEs was the most pronounced within several recent years, i.e. 5 per cent. The bank attaches its expectations of faster growth in credit portfolio to the approaching new European financial perspective which should encourage investments and creation of jobs.

According to the Bank’s data, customers are increasingly using e-banking services, resulting in a decrease of the customer flows at the bank’s sub-branches. There was further growth in on-line payment transactions, customers were increasingly using payment cards, withdrawing less cash at ATMs and more frequently using cash deposit self-services.

The Bank continued implementing its activity strategy to be the best adviser for private individual and corporate customers looking for long-term financial solutions, expanding its e-service and self-service network, aiming at more rapid development of its payment card services.

Unaudited net profit earned by AB SEB bankas in the first half of the year 2015 is EUR 36.9 million and by AB SEB bankas Group is EUR 32.7 million. The result has been calculated in accordance with the requirements set by the acts of the Bank of Lithuania and legal acts of the Republic of Lithuania. Unaudited net profit earned during the first half of the year 2014 by AB SEB bankas was EUR 43.0 million and by AB SEB bankas Group – EUR 43.0 million.

As at 30 June 2015, AB SEB bankas Group equity was EUR 764 million (as at 30 June 2014, it was EUR 767 million), i. e. remained stable.

As of 30 June 2015, AB SEB bankas Group’s assets were EUR 6.5 billion (EUR 6.9 billion as of 30 June 2014), i.e. decreased by 6 per cent.

Since 30 June 2014, AB SEB bankas’ deposit portfolio went up by 14 per cent, i.e. from EUR 3.8 billion to EUR 4.4 billion as of 30 June 2015.

As of 30 June 2015, net value of AB SEB bankas Group’s loans and leasing portfolio was EUR 4.8 billion (EUR 4,8 billion as of 30 June 2014), i.e. remained stable.

AB SEB bankas Group’s first half-year of 2015 income was EUR 78.2 million (that of the first half-year of 2014 was EUR 85.1 million), which is an 8 per cent drop – mainly as a result of an adverse effect of the changeover to the euro.

The number of SEB Internet Bank registered users increased by 46 thousand and at the close of the first half-year of 2015 was 1.2 million, which is a 4 per cent increase as compared to relevant data of 30 June 2014.

As compared to the data of 30 June 2015, the number of cash transactions at cash-in ATMs increased by 14 per cent, and a drop in of cash in transactions at the bank’s branches over the same period was lower by 23 per cent.

Over a year, there was an increase in the share of SEB Bank customers in Lithuania paying by card – as at 30 June 2015, this ratio was 34 per cent. It means that of all the money that SEB customers spent paying by card and in cash, 34 per cent were used paying by card. As at 30 June 2014, this ratio was 31 per cent.

Over a relevant period, an increase in the turnover of payment cards was 6 per cent, and that in the number of POS terminals was 11 per cent.

Page 3 of 13


Page 4 of 13

AB SEB bankas

CONSOLIDATED SEMI - ANNUAL REPORT FOR THE 6 MONTH PERIOD 2015

(all amounts in EUR thousand, unless indicated otherwise)

At the close of the first half of 2015, AB SEB bankas had 43 customer service branches all over Lithuania. The ATM network offered to SEB customers is the largest one in Lithuania and includes ATMs of both SEB and DNB banks, i.e. 540 ATMs.

As of 30 June 2015, the actual number of AB SEB bankas Group employees (other than those on parental leave) was 1,519, i.e. by 1 per cent less as compared to 30 June 2014, when the actual number of the Group's personnel was 1,529 employee.

During the first half of 2015, AB SEB bankas Group continued implementing SEB's sustainability strategy, which focuses on eight business priorities within key areas of responsibility (better banking governance, protection of the environment and enhanced social responsibility): responsible selling and marketing, tackling financial crime, responsible ownership, reducing our footprint, sustainable finance and investing, access to financial services, a great place to work and investing in communities.

During the first half of the year 2015, AB SEB bankas continued implementing its strategy – to become the homebank for its customers. AB SEB bankas as a long-term customer relationship bank was offering modern universal banking services, provided them in a professional and convenient way with a focus on each customer's needs and expectations.

In 2015, AB SEB bankas Group was aiming to provide its customers with useful information that could help them in creating added value: the bank arranged presentations of the Lithuanian Macroeconomic Review publications, presented SEB's conducted surveys Baltic Business Barometer, SEB Household's Financial Assets Barometer, kept its customers informed about financial markets and the macroeconomic situation. Seeking to encourage business innovations, the bank arranged Innovations LAB event for SMEs. AB SEB bankas continued its participation in the activities of Mentor Lietuva Association. With a contribution of SEB Bank, in the first half-year of 2015 documentary Tomorrow Came Yesterday was created and shown in Lithuania and in other Baltic countries. The documentary focuses on such topics as planning the future and forecasting.

In the first half-year of 2015, AB SEB bankas Group won important global and local awards: SEB Bank was awarded with the title of the Best Bank in Lithuania (EMEA Finance), The Best Debt and Equity House (Global Investor).

8. Analysis of the Issuer Group's financial and non-financial activity results

Volume and changes of the Group's activities are partially reflected by the below data of the balance sheet and profit and loss statements drafted in accordance with the International Financial Reporting Standards (IFRS):

AB SEB bankas group Income and Net profit has increased if compare the first half of the year 2015 to the first half of the year 2014:

EUR million 2015 1st half 2014 1st half Change
Income 78 85 -8%
Costs (39) (35) +11%
Result before losses 39 50 -22%
Credit losses (1) (1) 0%
Operating result 38 49 -22%
Profit tax (5) (6) -17%
Net profit 33 43 -24%

Income decrease has been influenced by the negative effect of euro introduction (i.e. international SEPA payments price went down, there was a drop in the bank's income from foreign exchange)

Costs increase was related to G4S fine paid back by Tax authority in 2014 1st half (7.2 mEUR).

The main financial ratios:

2015 1st half 2014 1st half Change
Net profit (EUR million) 33 43 -24%
Cost / Income ratio 0.5 0.4 +9 b.p.
New loans (EUR billion) 0.7 0.8 -5%
Loans & leasing, net value (EUR billion) 4.8 4.8 -1%
Deposits (EUR billion) 4.4 3.8 +14%

New loans as comparing to the same period last year decreased by 5 per cent (new loans was as high as 19 per cent year-on-year, excluding one major transaction that was concluded last year).

Euro implementation changes clients savings behaviour – after bringing cash to the bank accounts during euro implementation clients do not rush to cash them later.


AB SEB bankas

CONSOLIDATED SEMI - ANNUAL REPORT FOR THE 6 MONTH PERIOD 2015

(all amounts in EUR thousand, unless indicated otherwise)

Some rations representing the Bank's and the Group's result are presented in the table below:

The Group Ratio The Bank
31-12-2014 30-06-2015 31-12-2014 30-06-2015
1.07 per cent 1.00 per cent Return on Assets 0.96 per cent 1.13 per cent
9.41 per cent 8.49 per cent Return on Equity 8.52 per cent 9.65 per cent
4.69 2.12 Earnings per share, EUR 4.23 2.39
51.60 49.51 Book value per share, EUR 51.12 49.30

9. Major events since the end of financial year

On 14 July 2015, the Bank announced that according to preliminary data, unaudited net profit earned over the first half-year of the year 2015 by AB SEB bankas is EUR 36.9 million and by AB SEB bankas Group is EUR 32.7 million. The result has been calculated in accordance with the requirements set by the acts of the Bank of Lithuania and legal acts of the Republic of Lithuania. Over the first half-year of the year 2014, unaudited net profit earned by AB SEB bankas was EUR 43.0 million and by AB SEB bankas Group – EUR 43.0 million.

10. Issuer Group's activity plans and forecasts

The AB SEB bankas Group in Lithuania aims at long-term and mutually beneficial relations with all customers of the Group. For this purpose, the Bank implements its strategy to be the Home Bank for its customers, where their daily financial matters are managed. As a relationship bank, AB SEB bankas offers modern and universal banking services and provides them in a professional and convenient way with in-depth understanding of each customer's needs and expectations.

The Group, seeking to implement its said strategy and aiming to maintain long-term relations with its customers, also, taking into account the objectives of the SEB Group, envisages the following key trends of activities:

  • Customer relationship strengthening. Seeking to achieve this objective, the Bank in its activities will continue implementing its Home Bank (or the Home Bank for its customers) strategy. Its essence – to become the Home Bank for its customers, which is very easy to access and which offers good solutions that answer their financial needs. Our key focus is on holistic customer relationship, on being advisory and standing for simplicity and demonstrating respect. The bank implements this strategy by creating new and attractive services, by providing attractive product offerings to its existing and potential customers based on customer needs within these segments. The bank regularly measures its customer satisfaction indicators – Net Promoter Score (NPS).

  • Work culture and people. The bank, as before, will aim at creating an atmosphere of mutual trust and respect enabling its employees to improve and reveal their potential to a full extent. For measuring its employee satisfaction, the Bank applies Insight methodology used at the entire SEB level – it allows assessing employee involvement in the activities of the organisation as well as the employee performance efficiency.

  • Operational efficiency improvement. In order to remain an efficiently operating and competitive bank, the Bank plans to have its key focus on the following areas:

  • Income growth, by a) prospecting new income sources, b) being more advisory, c) optimising the price formation of banking products and services

  • To ensure its profitability, the Bank has formed its transfer pricing, based on business capital concept; business capital are resources required for executing a transaction, and which are assessed taking into account the risk level of a relevant transaction.
  • Ensuring cost efficiency, by a) rational setting of priorities both for daily and project tasks, b) undertaking regular stock-taking of the works in progress with the aim to eliminate overlapping of tasks (functions) thus contributing towards improvement of the internal processes of the organisation.

  • Risk management improvement. Risk-taking is not a task in itself, rather, it is aimed at creating value for customers and ensuring return on equity for the shareholders. SEB manages risk based on the long experience, strong customer relationships and sound banking principles.

11. Information about the entity's research and development (R&D) activities

AB SEB bankas Group did not undertake any R&D activities.

Page 5 of 13


AB SEB bankas

CONSOLIDATED SEMI - ANNUAL REPORT FOR THE 6 MONTH PERIOD 2015

(all amounts in EUR thousand, unless indicated otherwise)

12. Major investments made over the reporting period

The Group's investments over the first half of the year 2015 into tangible and intangible assets did not make more than 10 per cent of the authorised capital.

AB SEB bankas group acquisitions of tangible and intangible assets during the first half of the year 2015 are as follows:

EUR million 2015 1st half
Intangible assets 0.5
Vehicles 0.4
Computers 0.3
Other tangible assets 0.3
Reconstruction of leased assets 1.0
Total 2.5

13. Financial risk management objectives, hedge instruments in case of which hedge accounting is applied as well as the entity's price risk, liquidity risk and monetary risk scale

The Group manages its financial risk as described in section Financial risk management policy in Note 3 to the Year 2014 consolidated financial reporting. Said section includes also a description of financial risk management objectives, hedging transactions applied as well as the Group's credit risk and market risk level.

14. Information on compliance with the Corporate Governance Code

The Bank, as an issuer of non-equity securities, abides by the recommendatory-character Corporate Governance Code on the management of companies listed "NASDAQ OMX Vilnius", to which it adheres in substance. Reasons for the provisions that it does not adhere to are indicated in the Corporate Governance Code (see Annex 1 of annual financial statements for the year 2014). The Corporate Governance Code and other information on the practice of the governance of AB SEB bankas is announced at the Bank's website www.seb.lt and at the central database of regulated information of the market operator ("NASDAQ OMX Vilnius" stock exchange).

15. Information on risk level and its management

SEB assumes credit, market, liquidity, operational risks. For more information about specific risk types and their assessment and management instruments see Note 3 Financial risk management policy of an explanatory letter to the Year 2014 financial reporting. Over the reporting period there were no substantial changes in risk management.

SEB strives for a holistic governance, planning and follow-up system in which business planning, risk management, capital management, liquidity and funding planning, and result and performance management are clearly interconnected and interactive over time. SEB manages the financial consequences of business decisions by focusing on three main aspects: (1) growth, mix and risk of business volumes, (2) capital, funding and liquidity requirements driven by the business, and (3) profitability. Targets are set and reviewed on a regular basis to manage and optimise resources in respect of these three aspects.

Managing risk is a core activity in banking and therefore fundamental for long-term profitability and stability. The overall level of risk that the Bank is willing to accept is set by the Board of Directors based on the guiding principle that taking risk is not an end in itself, but is done for the purpose of creating customer value and sustainable shareholders value. In its overarching risk tolerance statement, the Board lays out its long-term view of the Bank's risk level as well as its view on how the funding is to be structured, what liquidity buffers are required, and the amount of capital that is needed to cover the aggregated risks. The development of risk and capital regulatory requirements are also taken into account.

The risk tolerance statement is highly significant for management's business planning. Risk measurements are set based on the Board's risk tolerance and are reviewed annually. SEB's risk profile in relation to its risk tolerance is followed upon a regular basis by the risk organisation, management and the Board.

The business units are responsible for the risks that arise in their operations. Therefore the first defence against potential future losses is ensuring that correct decisions are made from the start and the resulting risks are managed throughout the life of the transaction. SEB's risk culture is based on long experience, strong customer relationships and sound banking principles, and provides a solid foundation for the Bank's risk governance. The business is supported by Group-wide rules and policies and an established decision-making hierarchy. The business units are responsible for making the initial risk assessment both of the customer relationship and the individually proposed transactions. Larger transactions are then reviewed by the risk organisation. The business units are responsible for ensuring that activities are in compliance with applicable rules.

The risk and compliance organisations constitute the second line of defence and are independent from the business. The risk organisation is responsible for identifying, measuring and controlling risks. Risks are measured both on a detailed and aggregated level. Risks are controlled through limit structures, both at the transactional and portfolio levels. Asset quality in the credit portfolio is monitored and analysed continuously, among other ways through stress testing and, above all, reverse stress testing. The compliance organisation ensures compliance quality and focuses on compliance issues under direction of the Board and management.

The quality of risk management is reviewed on a regular basis by both internal audit – the third line of defence – and the external auditors.

Page 6 of 13


AB SEB bankas

CONSOLIDATED SEMI - ANNUAL REPORT FOR THE 6 MONTH PERIOD 2015

(all amounts in EUR thousand, unless indicated otherwise)

During the first half of the year 2015, AB SEB bankas Group was compliant with liquidity ratio. Other requirements set by supervisory institutions are presented in the table below:

The Group Ratio The Bank
31-12-2014 30-06-2015 31-12-2014 30-06-2015
20.47 percent 21.71 percent Capital adequacy ratio 20.35 percent 21.58 percent
59.25 percent * 0.01 percent Maximum open single currency position 58.84 percent* 0.01 percent
1.11 percent 0.83 percent Maximum aggregate open currency position 1.12 percent 0.84 percent
21.87 19.76 Maximum loans per single borrower 21.95 19.83

*- the ratio has been calculated including EUR position

16. Main characteristics of the company group's internal risk control and risk management systems related to the formation of consolidated financial statements

The Group must ensure the implementation of appropriate organisational measures, procedures and business process support IT systems, the entirety of which would ensure the implementation of adequate internal control system, which, in its turn, would enable providing reliable financial reporting data. The following key elements of the Group's internal control should be mentioned: checking the data on transactions executed in primary systems against transaction data in the accounting system; clear organisational structure and proper segregation of functions, daily accounting of the Group's transactions and relevant reports, based on actual market data, established risk restricting limits and regular control of whether the risk is in line with such limits, internal control elements integrated in business and business support processes as well as other control measures.

17. The Issuer's authorised capital

The Bank's authorised capital recalculated in EUR according to the law on euro implementation in Lithuanian Republic (amount, structure by share type and class, total nominal value) is as follows:

Type of shares ISIN code Number of shares Nominal value (LTL) Total nominal value Share within authorized capital (in %)
Ordinary registered shares LT0000101347 15,441,423 19.40 299,563,606.20 100.00
In total - 15,441,423 - 299,563,606.20 100.00

All shares of the Bank are paid up and are not subject to any restrictions in terms of securities assignment.

18. Shareholders

On 19 November 2010, the squeeze-out procedure of AB SEB bankas shares was finalized. As of June 30, 2015 a 100 % stake in AB SEB bankas represented by its 15,441,423 ordinary registered shares is owned by bank Skandinaviska Enskilda Banken AB (publ) registered with the Enterprise Register of Sweden, its legal form: a public limited company, legal entity number: 502032-9081, domicile address: Kungsträdgårdsgatan 8, Stockholm, the Kingdom of Sweden.

No restrictions on the Bank's shares with regard to voting rights have been imposed, also, no special control rights as per paragraph 5 of Item 3 of Article 25 of the Law of the Republic of Lithuania on Financial Statements of Entities have been established.

19. Information about significant directly or indirectly held blocks of shares

AB SEB bankas subsidiary's UAB "SEB Venture Capital" investments in associates as of 30 June 2015 were as follows:

Name Company code Address Type of core activity
UAB "Duonos centras" 302638225 Lvovo str. 25 Vilnius Bakery, supply

20. Procedure for amending the Issuer's articles of association, rules regulating the election of members to the management board

The Bank's articles of association are amended according to the procedure established by the Company Law of the Republic of Lithuania and by the Law on the Republic of Lithuania on Banks. The Company Law of the Republic of Lithuania establishes, with certain exceptions, that amendment of the articles of association is an exclusive right of the general meeting of shareholders. When taking a decision on amending the articles of association, a 2/3 qualified majority of votes of general meeting of shareholders present at the general meeting of shareholders is required.

Page 7 of 13


Page 8 of 13

AB SEB bankas

CONSOLIDATED SEMI - ANNUAL REPORT FOR THE 6 MONTH PERIOD 2015

(all amounts in EUR thousand, unless indicated otherwise)

The Law on the Republic of Lithuania on Banks establishes that amended articles of association, in case of amending the provisions of the articles of association regarding the amount of the Bank's authorised (paid-in) capital may be registered with the Register of Legal Entities only subject to a relevant permission of the supervisory authority, i.e. the Bank of Lithuania.

The Bank's management board is elected by the Bank's supervisory council for a 4 year tenure. If individual members of the board are elected, they are elected only until expiry of the tenure of the existing management board. A decision of the supervisory council to revoke any member from the management board may be adopted, if no less than 2/3 of the supervisory council members present at the meeting vote for it. The number of tenures of a management board member is unlimited. The chairman of the board is elected by the management board from among its members.

21. Data on the Issuer's acquisition/assignment of own shares, powers of the Issuer's bodies to issue and buy up the Issuer's shares.

The Bank has none and during the first half of the year 2015 did not acquire its own shares. Also, the Bank's subsidiary companies have not acquired the Bank's shares. During the reporting period, the Bank and its subsidiary companies did not buy or sell their own shares.

The general meeting of the Bank's shareholders has the exclusive right to set the class, number, nominal value and minimum issue price of shares issued by the company and take a decision for the Bank to acquire its own shares.

22. The Issuer's bodies

The articles of association of AB SEB bankas establish that the bodies of the Bank are as follows:

  • The General Meeting of Shareholders of the Bank (hereinafter the 'Meeting')
  • The Supervisory Council of the Bank (hereinafter the 'Council')
  • The Management Board of the Bank (hereinafter the 'Management Board')
  • Head of the Bank's administration (president) (hereinafter the 'President').

The competence of the General Meeting of Shareholders and shareholders' rights and their exercising are provided for by the laws of the Republic of Lithuania.

The Management Board and the President are the Bank's management bodies.

The Council is a collegiate supervisory body carrying out the function of supervision over the Bank's activities. The Council consisting of 5 members is elected by the Meeting. The Council elects the Management Board members and revokes them from their positions, supervises over the activities of the Management Board and the President and has other rights and duties attributed to its competence by acts of law of the Republic of Lithuania and the articles of association of the Bank.

The Management Board is a collegiate management body of the Bank, consisting of 5 members and is elected by the Council. The Management Board manages the Bank, handles its daily matters, represents the Bank's interests and is liable for the financial services of the Bank as prescribed by law. The Management Board elects (appoints) and revokes the President and his deputies and has other rights and duties attributed to its competence by acts of law of the Republic of Lithuania and the articles of association of the Bank. Individual members of the Management Board have no powers granted to them as members of the Management Board, they act jointly as a collegiate body and separately as directors of relevant divisions of AB SEB bankas.

The President acts in the name of the Bank, organizes the Bank's day-to-day activities and has other functions attributed to his competence by laws of the Republic of Lithuania and the articles of association of the Bank.

23. Information on the composition of the management and supervisory bodies and of their committees, their areas of activities as well as those of the head of the company and on the Chief Financial Officer

THE SUPERVISORY COUNCIL OF THE BANK (30 June 2015)

KNUT JONAS MARTIN JOHANSSON

Head of Business Support Division of Swedish bank SEB. Education: university degree, specialisation – economics. No shares of the Bank are held by the Member.

Member of the Supervisory Council elected by an extraordinary meeting of shareholders of SEB Bank held on 29 October 2009.

An extraordinary meeting of shareholders held on 29 October 2013 re-elected him for a new tenure. On 13 November 2009 he was elected Chairman of the Supervisory Council, on 14 November 2013 he was re-elected Chairman of the Supervisory Council. Ceased the position after election of a new Chairman of the Supervisory Council on October 9, 2014.

MARK BARRY PAYNE

Head of Finance of SEB Baltic Division. Education: university degree, specialisation – economics. No shares of the Bank are held by the Member.

Member of the Supervisory Council elected by an extraordinary meeting of shareholders of SEB Bank held on 29 October 2009. An extraordinary meeting of shareholders held on 29 October 2013 re-elected him for a new tenure.


AB SEB bankas

CONSOLIDATED SEMI - ANNUAL REPORT FOR THE 6 MONTH PERIOD 2015

(all amounts in EUR thousand, unless indicated otherwise)

DAVID BAMFORTH TEARE

Head of Baltic Division. Education: university degree, specialisation – economics. No shares of the Bank are held by the Member.

Member of the Supervisory Council elected by an extraordinary meeting of shareholders of SEB Bank held on 29 October 2013. On 9 October 2014 he was elected Chairman of the Supervisory Council

STEFAN STIGNÄS

Head of Retail Banking, SEB Baltic Division. Education: university degree, specialisation – economics. No shares of the Bank are held by the Member.

Member of the Supervisory Council elected by an extraordinary meeting of shareholders of SEB Bank held on 29 October 2009. An extraordinary meeting of shareholders held on 29 October 2013 re-elected him for a new tenure.

TED TONY KYLBERG

Head of Procurement and Vendor Management of SEB Business Support Division. Education: university degree, specialisation – law. No shares of the Bank are held by the Member.

Member of the Supervisory Council elected by an annual general meeting of shareholders of SEB Bank held on 25 March 2010. An extraordinary meeting of shareholders held on 29 October 2013 re-elected him for a new tenure.

The tenure of all members of the Supervisory Council expires on 29 October 2017.

THE MANAGEMENT BOARD OF THE BANK (30 June 2015)

RAIMONDAS KVEDARAS

Chairman of the Management Board and President of AB SEB bankas since 19 October 2009. Elected to the Management Board as its Member of on 4 February 2004. Education: higher, specialisation – international finance. No shares of the Bank are held by the Member.

AIVARAS ČIČELIS

Vice President and Head of Corporate Banking Division of AB SEB bankas. Member of the Management Board since 19 October 2009. Education: higher, specialisation – economics. No shares of the Bank are held by the Member.

ROBERTS BERNIS

Vice President and Head of Credit and Risk Management Division of AB SEB bankas. Member of the Management Board since 19 October 2009. Education: higher, specialisation – engineering. No shares of the Bank are held by the Member.

VIRGINIJUS DOVEIKA

Vice President and Head of Retail Banking Division of AB SEB bankas. Elected to the Management Board as its member on 14 June 2010. Education: higher, specialisation – business administration and management. No shares of the Bank are held by the Member.

JONAS IRŽIKEVIČIUS

Vice President and Head of Business Support Division and Chief Financial Officer of AB SEB bankas. Member of the Management Board since 11 April 2011. Education: higher, specialisation – business administration. No shares of the Bank are held by the Member.

The tenure of all members of the Management Board expires on 7 February 2016 (on 8 February 2012, the Supervisory Council of the Bank took a decision to re-elect the Management Board of the Bank for a new four-year tenure).

CHIEF EXECUTIVE OFFICER

RAIMONDAS KVEDARAS – Chairman of the Management Board and President of AB SEB bankas since 19 October 2009. Elected to the Management Board as its member on 4 February 2004.

CHIEF FINANCIAL OFFICER

JONAS IRŽIKEVIČIUS – Vice President and Head of Business Support Division and Chief Financial Officer of AB SEB bankas. Member of the Management Board and Chief Financial Officer since 11 April 2011.

Over the reporting period, there were no disbursements to members of the Supervisory Council of the Bank.

Page 9 of 13


AB SEB bankas

CONSOLIDATED SEMI - ANNUAL REPORT FOR THE 6 MONTH PERIOD 2015

(all amounts in EUR thousand, unless indicated otherwise)

Information on disbursements over the reporting period to the Management Board members holding also other positions in the Bank is provided in the table below.

Amounts in connection with labour relations Property assigned gratis Guarantees issued in the name of the company
In total to all members of the Management Board (EUR '000) before taxes, of which: 559 - -
amounts based on a labour contract (EUR'000) 429 - -
employer's social security contributions (EUR'000) 130 - -
Other disbursements, including the employer's social security contributions (EUR'000): 20 - -
Per member of the Management Board on average (EUR'000) before taxes: * 112 - -
amounts based on a labour contract (EUR'000) 86 - -
employer's social security contributions (EUR'000) 26 - -
During the first half of the year 2015 calculated amounts to the Company's Chief Executive Officer and Chief Financial Officer (EUR'000) before taxes: 179
amounts calculated to the Company's Chief Executive Officer during the first half of the year 2015 based on labour contract (EUR'000) 109 - -
amounts calculated to the Company's Chief Financial Officer during the year first half of the year 2015 based on labour contract (EUR'000) 70 - -
  • The Management Board consists of 5 members.

AUDIT AND COMPLIANCE COMMITTEE (30 June 2015)

MARK BARRY PAYNE

Chairman of the Committee. Employer: Skandinaviska Enskilda Banken AB (publ), Head of Finance of SEB Baltic Division. No shares of the Bank held.

GÖRAN RASPE

Non - member. No shares of the Bank held.

AUSRA MATUSEVICIENÉ

Employer: Skandinaviska Enskilda Banken AB (publ), Head of Operations, Business Support. No shares of the Bank held.

BEN WILSON

Employer: Skandinaviska Enskilda Banken AB (publ), Head of Group of Regulatory Affairs. No shares of the Bank held.

ARNOLDS ČULKSTENS

Head of „SEB Trygg Liv Holding AB, Ryga branch". No shares of the Bank held.

JONAS GUDMUNDSSON

Employer: Skandinaviska Enskilda Banken AB (publ), SEB Baltic Division, Head of Baltic Operations & IT. No shares of the Bank held.

The Audit and compliance committee is an advisory body to the Bank's supervisory council / management board in accounting, compliance, audit, risk management, internal audit and control as well as in other areas of the audit committee competence as provided for by relevant existing documents.

Page 10 of 13


AB SEB bankas

CONSOLIDATED SEMI - ANNUAL REPORT FOR THE 6 MONTH PERIOD 2015

(all amounts in EUR thousand, unless indicated otherwise)

The purpose and activities of the committee are to monitor, supervise and to provide recommendations and proposals to the supervisory council / management board regarding:

  • efficiency of the Bank's internal audit, risk management and its internal audit systems;
  • drafting of financial reports;
  • implementation of audit and internal audit processes, independence and effectiveness of the internal audit, information provided by the internal audit on the reviews carried out, on the elimination of any drawbacks found and on the implementation of internal audit plans;
  • appointing, repeated appointing and dismissal of the head of internal audit;
  • audit of annual reports and consolidated annual reports;
  • comprehensiveness of data of financial statements;
  • appointing, repeated appointing and dismissal of the Bank's external auditor;
  • establishing terms and remuneration to an external auditor;
  • observance of the principles of independence and fairness by an auditor and an audit company performing an audit, annual assessment of their qualifications, experience, resources and efficiency;
  • formation of policy related to non-audit services provided by an external auditor with the aim to ensure that rendering of said services would have no impact on the independence of such external auditor;
  • internal audit regulations, current-year plan of the internal audit, lists of persons to whom any audit report or its summary version is provided and rules for providing a report;
  • ensuring the resources allocated for the internal audit required for the implementation of set objectives and due qualifications of the internal audit employees for the fulfilment of their functions;
  • enhancing the efficiency of the Bank's processes;
  • meeting the requirements of legal acts and implementation of the principles of good practice of professional activities, initiation of periodical reviews with the aim to assess whether the Bank's activities are in line with the requirements of national laws, legal acts of supervisory authorities as well as any other legal acts or with the provisions of the Bank's the statute (articles of association) and of the Bank's activities strategy;
  • approving the general audit plan of the work of the Bank's internal audit subdivision;
  • other issues that fall within the competence of the committee according to the requirements of laws and legal acts as well as according to the policy and instructions of the Bank and/or the entire Group.

REMUNERATION COMMITTEE (30 June 2015)

DAVID BAMFORTH TEARE

Chairman of the committee. Skandinaviska Enskilda Banken AB (publ), Head of Baltic Division.

KNUT JONAS MARTIN JOHANSSON

Member of the committee. Skandinaviska Enskilda Banken AB (publ), Head of Business Support Division.

MARK BARRY PAYNE

Member of the committee. Skandinaviska Enskilda Banken AB (publ), Head of Finance of SEB Baltic Division.

TED TONY KYLBERG

Member of the committee. Skandinaviska Enskilda Banken AB (publ), Head of Procurement and Vendor Management.

Candidates to members of the remuneration committee are approved by the supervisory council of the Bank. Only members of Supervisory council may be elected as members of the remuneration committee. None of the members of the remuneration committee has shares in the Bank.

The competence of the remuneration committee and its rules of procedure are established by the remuneration committee regulations approved by the supervisory council of the Bank.

The remuneration committee, at the proposal of the president of the Bank, takes decisions on:

  • Establishing individual remuneration by position (including pension saving plans) to senior managers, other than members of the board, directly reporting to the president of the Bank;
  • allocation of short-term incentive programmes to certain employee groups;
  • allocation of the amount of the short-term incentive programme.

The remuneration committee drafts and submits to the Bank's supervisory council for approval:

  • the Bank's remuneration policy, any amendments thereto and a list of risk-takers and any amendments thereto
  • remuneration by position to the president, board members of the Bank, heads of the Internal Audit Department, Compliance Unit and Risk Control Unit;
  • long-term incentive programmes applied to the group employees;
  • pension saving plans applied to the president and board members of the Bank;
  • proposals regarding employee individual remuneration by position, if their amount is equal or exceeds the minimum amount of individual remuneration by position of a board member.

Page 11 of 13


AB SEB bankas

CONSOLIDATED SEMI - ANNUAL REPORT FOR THE 6 MONTH PERIOD 2015

(all amounts in EUR thousand, unless indicated otherwise)

Remuneration and Human Resources Committee also has the functions established by law related to the selection, assessment and appointment of candidates to the Bank's management bodies as well as to the re-assessment of the eligibility of the Bank's existing management bodies to hold relevant positions.

Also, the remuneration committee performs other functions delegated to it by the Bank's supervisory and provided for by the remuneration committee regulations and relevant legal acts.

Risk Committee (30 June 2015)

DAVID BAMFORTH TEARE

Chairman of the committee. Skandinaviska Enskilda Banken AB (publ), Head of Baltic Division.

MARK BARRY PAYNE

Member of the committee. Skandinaviska Enskilda Banken AB (publ), Head of Finance of SEB Baltic Division.

STEFAN STIGNÄS

Member of the committee. Skandinaviska Enskilda Banken AB (publ), Head of Retail Banking, SEB Baltic Division.

Risk Committee is an advisory body to the Bank's supervisory council responsible for the determination and assessment of significant risks inherent to the Bank's activities. Risk Committee regularly monitors and reviews significant changes in the Bank's inherent risks, provides advice to the Bank's bodies on the general existing and future risks acceptable for the Bank as well as on the Bank's strategy and provides support in the supervision of the implementation of it's strategy. Risk Committee checks whether assets and liabilities prices offered to the Bank's customers take the institution's business model and risk strategy into account to a full extent and carried out other actions provided for in the Risk Committee Regulations.

Risk Committee's competence and rules of procedure are established by the Risk Committee Regulations as approved by the Bank's supervisory council.

24. Employees

As of 30 June 2015, the AB SEB bankas Group in Lithuania (AB SEB bankas, UAB "SEB investicijų valdymas and UAB "SEB Venture Capital") had 1,699 employees (working under labour contracts with and without a fixed term, including those on maternity/paternity leave), i.e. by 5.3 per cent less compared to the end of 2014, when the Group had 1,795 employees. As of 30 June 2015, the number of actually working employees (excluding those on maternity/paternity leave) was 1,519, i.e. 6.4 per cent less than at the end of 2014, when the actual number of the Group's employees was 1,622.

During the first half of the year 2015, the number of employees of the Bank alone (working under labour contracts with and without a fixed term, including those on maternity/paternity leave) decreased by 5.3 per cent – from 1,785 to 1,688, and the number of the Bank's actually employed employees (excluding those on maternity/paternity leave) was 1,509, i.e. 6.4 per cent less than at the end of 2014, when their number was 1,612.

In the first half of the year 2015, the average actual number (excluding the number of employees on maternity/paternity leave) was 1,533 employees (in 2014, it was the same - 1,533 employees).

The Bank The Group
31-12-2014 30-06-2015 31-12-2014 30-06-2015
Regular employees (working under labour contracts with and without a fixed term, including those on maternity/paternity leave) 1,785 1,689 1,795 1,699
Actually number of employees (excluding those on maternity/paternity leave) 1,612 1,509 1,622 1,519

Tables below contain information on the Bank's employees' educational background and average monthly wages (before taxes). Labour contracts or collective bargaining agreements do not provide for any special rights or duties of the issuer's employees or of some of them.

Number of employees Average monthly wages (in EUR)
31-12-2014 30-06-2015 31-12-2014 30-06-2015
Senior management staff 197 195 3,278 3,349
Specialists 1,564 1,471 1,100 1,177
Service staff 24 23 645 658
In total 1,785 1,689 - -

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AB SEB bankas

CONSOLIDATED SEMI - ANNUAL REPORT FOR THE 6 MONTH PERIOD 2015

(all amounts in EUR thousand, unless indicated otherwise)

Number of employees University education College education Secondary education
number per cent number per cent number per cent
Senior management staff 195 187 95.9 5 2.6 3 1.5
Specialists 1,471 1,170 79.5 88 6.0 213 14.5
Service staff 23 11 47.8 6 26.1 6 26.1
In total 1,689 1,368 81.0 99 5.9 222 13.1

25. Significant arrangements, the Issuer being a party thereto, which in case of any changes in the Issuer's controlling stake would take effect, change or discontinue

Such significant arrangements are envisaged under the Bank's loan agreements, however these arrangements are not significant.

26. Arrangements between the Issuer and members of its bodies or employees

On 27 January 2014, the administration of the Bank and representatives of the Bank employees signed an updated collective bargaining agreement at a two-year effective period. The present Agreement superseded the Bank's collective bargaining agreement that was effective since 10 February 2012. The collective bargaining agreement regulates labour relations as well as terms and conditions, defines mutual obligations of the employer and the employees, additional incentive measures for the employees as well as other labour relations terms and conditions on which the employees and the employer have mutually agreed, for instance, on a sum-total working hours time, calculation of the employment record, additional vacations, etc. The collective bargaining agreement has been signed by and between the administration of SEB Bank and representatives of the labour council. The labour council of the Bank consists of 15 employees of the Bank elected by secret vote holding different positions at the Bank. The collective bargaining agreement includes the terms and conditions of work and the aspects on which it may be directly agreed with the employer.

Consultations with the Bank's administration is one of the main areas activities of the labour council. The labour council periodically meets with the president of the Bank. At such meetings, implementation of the provisions of the collective bargaining agreement, future changes, also questions as well as observations from employees to members of the labour council are discussed.

There are no separate arrangements regarding severance pays executed with the Issuer's bodies, members of committees or employees, should they resign or be dismissed without a motivated reason.

27. Information on detrimental transactions executed in the name of the Issuer over the reporting period

The Bank has implemented organisational measures, procedures as well as internal control tools, among them in the area of conflict avoidance and management with the aim that no transactions are executed in the name of the issuer that would not be in line with the company's objectives, the existing regular market conditions or would be in violation of the interests of shareholders or any other groups of persons.

Over the reporting period, there were no detrimental transactions (that are not in line with the objectives of the company, the existing regular market conditions, in violation of the interests of shareholders or any other groups of persons, etc.) executed in the name of the Issuer that have had or that may in future have an adverse effect on the Issuer's activities or its performance, nor any transactions executed in conflict of interest of the duties of the Issuer's senior managers, controlling shareholders or of any other related persons against the Issuer with their private interests and/or other duties.

President of AB SEB bankas

Head of Business Support Division and Chief Financial Officer of AB SEB bankas

Acting Director of Finance Department of AB SEB bankas

Vilnius,

24 August 2015

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