Siauliu Bankas — Proxy Solicitation & Information Statement 2011

Mar 8, 2011

Approved
by Minutes No 7
of the Bank’s Board meeting
4 March 2011

DRAFT RESOLUTIONS OF THE BOARD OF ŠIAULIŲ BANKAS AB FOR GENERAL SHAREHOLDERS MEETING TO BE HELD ON 29-03-2011 REGARDING THE AGENDA ISSUES

Agenda issue		Draft resolution
1.	Regarding the consolidated annual report.	Resolution on this question is not to be adopted; consolidated annual report is presented in the annex 1.
2.	Regarding the conclusions of independent auditor.	Resolution on this question is not to be adopted; conclusions of independent auditor are presented in the annex 1.
3.	Regarding the responses and proposals of the Bank’s Supervisory Council.	Resolution on this question is not to be adopted; the responses and proposals of the Council will be presented during the Meeting.
4.	Regarding the approval of financial statements for 2010.	To approve the financial statements of the Bank and consolidated financial statements for 2010.
Financial statement is presented in the annex 1.
5.	Regarding the appropriation of profit/loss of the Bank.	To approve the distribution of profit/ loss of the Bank.
Project of distribution proposed by the Board is presented in the annex 2.
6.	Regarding the amendment of the Bank Charter.	1. To amend Article 8.1 of the Charter of the bank as follows:
“8.1. The Board is a collegial Bank management body, consisting of seven (7) members. It manages the Bank, handles its matters and is liable under the laws for execution of the Bank's financial services.”
2. To authorize Chief Executive Officer of the bank Mr Audrius Žiugžda to sign the amended Charter.
7.	Regarding the election of the member of the Bank’s Supervisory Council.	To elect to the Bank’s Supervisory Council till the end of the tenure of the present Supervisory Council the candidate who will obtain the majority of votes. To determine that the elected candidate will officiate after the permission from the Bank of Lithuania is received.
The election of the member of the Supervisory Council is foreseen after the European Bank for Reconstruction and Development informs about the intention to substitute its representative in the Supervisory Council of Šiaulių bankas.

ATTACHED:

1. The conclusion of independent auditor. Financial statements and annual report 31 December 2010 (146 pages).
2. Draft on distribution of profit/loss (1 page).