SEB — Proxy Solicitation & Information Statement 2013

Oct 18, 2013

SEB

AB SEB bankas

Registry code: 112021238

Registered office address: Gedimino av. 12, LT-01103 Vilnius, Lithuania.

Draft resolutions of the Extraordinary General Meeting of Shareholders of SEB Bankas

1. To adopt the decision on reorganization of AB SEB bankas by merging AB “SEB lizingas” (address Saltoniškių 12, Vilnius, legal entity code 123051535, VAT payer’s code: LT120212314) into AB SEB bankas as specified in Part 3 of Article 2.97 of the Civil Code of the Republic of Lithuania. After completion of the reorganization AB SEB bankas shall continue its activities as a legal entity, whereas AB “SEB lizingas” shall terminate its activities as a legal person.

2. To approve Reorganization Terms of AB SEB bankas and AB “SEB Lizingas” which were prepared by Management Boards of AB SEB bankas and AB “SEB lizingas” and presented to the Register of Legal Entities of the Republic of Lithuania (Annex No. 1).

3. To approve new wording of the Articles of Association of AB SEB bankas which after the reorganization shall continue its activities (Annex No. 2) and authorize Raimondas Kvedaras, the President of AB SEB bankas, to sign new wording of the Articles of Association of AB SEB bankas.

4. To elect the Supervisory Council of AB SEB bankas for the period of 4 years (until the 29th October, 2017), which consists of these members:

5. (name, surname);

6. (name, surname);
7. (name, surname);
8. (name, surname);

9. (name, surname).

10. To stipulate that newly elected members of Supervisory Council shall commence their activities since the end of this meeting.

11. To assign (name, surname) to call a meeting of the newly elected Supervisory Council and provide meeting’s agenda including the election of the chairman of the Council.

12. To authorize the Chairman of the Management Board of AB SEB bankas (the President) to perform all the necessary actions related to the implementation of this decision, including but not limited to registration of decision and new wording of the Articles of Association within the Register of Legal Entities, allowing him to reauthorize other persons to perform the actions listed in this article.