Siauliu Bankas — Proxy Solicitation & Information Statement 2010

Apr 15, 2010

Convocation of the Extraordinary General Meeting of Shareholders

Convocation of the Extraordinary General Meeting of Shareholders

On 18 May 2010 the Extraordinary General Meeting of Shareholders of Šiaulių
bankas AB (the address of the head office Tilžės str. 149, Šiauliai, the company
code 112025254) is convened.

The place of the meeting - the assembly hall of J. Janonio gymnasium, at the
address: Tilžės str. 137, Šiauliai.

The Meeting starts - at 3 p.m. (registration starts at 2 p.m.)

The Meeting's accounting day - 11 May 2010 (The persons who are shareholders of
the bank at the end of accounting day of the General Meeting of Shareholders or
authorized persons by them, or the persons with whom an agreement on the
disposal of the voting right with third parties shall have the right to attend
and vote at the General Meeting of Shareholders).

The rights accounting day - 1 June 2010 (the shareholders will use property
rights arising from the resolutions accepted during the General Meeting of
Shareholders on a ratio basis of number of shares at the end of the rights
accounting day).

The Bank‘s Board initiates an convenes the meeting.

Agenda of the meeting:
1. Regarding the increase of the authorized capital of the bank by
shareholders'
additional contributions.
2. Regarding the withdrawal of the shareholders' right of pre-emption to
acquire
new shares.
3. Regarding the amendments of the Bank Charter.
4. Regarding the next increase of the authorized capital by additional
contributions with empower of preemptive right to shareholders to acquire new
shares.

The Bank shall not provide the possibility to participate and vote in the
Meeting through electronic communication channels.

Draft resolutions on each agenda issue, documents be submitted to the General
Meeting of Shareholders and other information related to exercising of the
shareholders' rights will be available on the website of the bank www.sb.lt on
menu item „Investors“ from 26 April 2010. This information will be also
available for the shareholders at the head office of the Bank (Tilžės street
149, Šiauliai) in the rooms No 201 and 202, from 7.30 am. till 4.30 pm. (tel.
+37041 595 653 and 595 669).

Shareholders that grant at least 1/20 of all votes shall have the right of
proposing to supplement the agenda of the Meeting by providing the Meeting draft
resolution on each additionally proposed issue or in case no resolution is
required - the explanation. The proposals to supplement the agenda shall be
submitted in writing or by e-mail.
The proposals shall be presented in writing to the Secretariat on business days
or by sending it by registered mail at the address: Šiaulių bankas AB, Tilžės
street 149, LT-76348 Šiauliai.
The proposals submitted via the e-mail shall be sent on vp.apskaita@sb.lt.
The proposals to supplement the agenda with the additional issues shall be
submitted till the 4 May 2010, 4 pm. In case the agenda of the Meeting is
supplemented the Bank will report on it no later than 10 days before the Meeting
in the same ways as on convening of the Meeting.

Shareholders holding shares that grant at least 1/20 of all votes shall have the
right of proposing new draft resolutions on the issues already included or to be
included in the agenda of the Meeting. The proposals shall be submitted in
writing or by e-mail.
The proposals shall be presented in writing to the Secretariat on business days
or by sending it by registered mail at the address Šiaulių bankas AB, Tilžės
street 149, LT-76348 Šiauliai till 18 May 2010, 12:00. The proposals submitted
in writing will be discussed during the meeting in case they are received in the
bank till the meeting date (18th May, 2010) 12:00. During the meeting the
proposals shall be submitted after to the Chairman of the Meeting announce the
Meeting agenda and no later than the meeting starts working on the issues of
agenda.
The proposals submitted via the electronic mail shall be sent on
vp.apskaita@sb.lt. The proposals submitted on this e-mail till the 18th May,
2010, 12:00 will be discussed during the meeting.

The shareholders shall have the right to present questions related to the
general shareholders' meeting agenda issues to the Bank in advance in writing.
The shareholders shall present the questions not later 3 business days before
the Meeting via the electronic mail on vp.apskaita@sb.lt. The Bank undertakes to
respond to the submitted questions via the electronic mail till the meeting day,
except questions, linked to Bank's with commercial secret and confidential
information

During the registration to attend the Meeting the shareholders or the authorized
persons shall submit a document which is a proof of his/her identity. The
shareholders' authorized persons shall submit the power of attorney confirmed by
the established order. The power of attorney issued by the natural person shall
be notarized. A power of attorney issued in a foreign state must be translated
into Lithuanian and legalized in the manner prescribed by law. Representative
can be authorized by more than one shareholder and shall have a right to vote
differently under the orders of each shareholder.
The shareholder holding shares in the bank, where the shares have been acquired
on his own behalf, but for the benefit of other persons, must disclose before
voting at the General Meeting of Shareholders to the bank the identity of the
final customer, the number of shares that are put to the vote and the content of
the voting instructions submitted to him or any other explanation regarding the
participation agreed upon with the customer and voting at the General Meeting of
Shareholders.

Shareholder shall also have the right to authorize another person (natural or
legal) to participate and vote in the Meeting on his/her behalf through
electronic communication channels. Such authorization shall not be confirmed by
the notary officer. The power of attorney issued through electronic
communication channels must be confirmed by the shareholder with a safe
electronic signature developed by safe signature equipment and approved by a
qualified certificate effective in the Republic of Lithuania. The shareholder
shall inform the Bank on the power of attorney issued through electronic
communication channels by e-mail vp.apskaita@sb.lt no later than last business
days before the meeting at 4p.m. The power of attorney and notification shall be
issued in writing. The power of attorney and notification to the bank shall be
signed with the Electronic Signature but not the letters sent via the e-mail. By
submitting the notification to the bank the shareholder shall include the
Internet address from which it would be possible to download the software to
verify an Electronic Signature of the shareholder.

Each shareholder or representative thereof shall have the right to cast his/her
vote in advance in writing by filling in a general ballot paper. The general
ballot paper form shall be announced on the Bank's website www.sb.lt on menu
item „Investors“ no later than 21 days before the Meeting. Upon the written
shareholder‘s request, the Bank no later than 10 days before the Meeting shall
send a general ballot paper by registered mail or hand it in person against
signature. The general ballot paper filled shall be signed by the shareholder or
his/her representative. In case the ballot paper is signed by the shareholder‘s
authorized representative, such person along with the filled ballot paper shall
submit the document to confirm the voting right corresponding to the
requirements set by the laws. The ballot paper filled and the document
confirming the voting right (if required) shall be submitted in a written form
to the Bank by registered mail at the address Šiaulių bankas AB, Tilžės street
149, LT-76348, Šiauliai or by submitting it to Secretariat. Validated will be
dully filled-in ballot papers, received until the meeting.

The following information and documents during the whole period are available
on the website of the bank www.sb.lt on menu item „Investors“ starting no later
than 21 days before the Meeting:
- report on the convening of the Meeting;
- the total number of the bank's shares and the number of shares with voting
rights on the convening day of the Meeting;
- draft resolutions on each agenda issue and other documents to be submitted to
the Meeting;
- general ballot paper form;
- form of the power of attorney to represent the shareholder.
Director of the Treasury Department
Pranas Gedgaudas
Tel.: +370 41 595653.