Siauliu Bankas — Proxy Solicitation & Information Statement 2010

Oct 15, 2010

Approved by Minutes No. 34 of the Bank's Board meeting held on 15 October 2010

DRAFT RESOLUTIONS OF THE BOARD OF ŠIAULIŲ BANKAS AB ON THE AGENDA ISSUES OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON 18 NOVEMBER 2010

Issues of the agenda	Resolution
1. Regarding the increase of the authorized capital of the bank by additional contributions.	1. In order to provide a possibility for the shareholders, who haven't acquired the shares of the last Bank's share issue, to restore the decreased share of authorized capital and voting rights owned by them, to increase the authorized capital of the
	Bank in the amount of LTL 30 million by additional contributions. 2. For the increase of authorized capital to issue 30 million ordinary registered shares, LTL 1 nominal value each, and to distribute the shares with issue price of LTL 1.04 per share. 3. To assign the Bank Board: a. to set the order of new share issue distribution and payment, to provide it in the share prospectus, after the
	approval of prospectus by Securities Commission to announce prospectus publicly; b. to set the beginning of the shares distribution and to announce it publicly not later than before 5 business days.
2. Regarding the amendments of the Bank Charter.	1. To approve the new version of the Bank Charter (project enclosed). 2. In case not all the shares of new issue are distributed within the set period, the authorized capital is considered as increased in the amount of nominal value of the signed shares and to assign the Board to amend according to the Section 3.5. of the Charter. 3. To authorize the Chairman of the Bank Board Algirdas Butkus to sign the amended Charter.

ENCLOSED. Charter of Siauliu Bankas AB (project of the new version) (15 pages).