Siauliu Bankas — Proxy Solicitation & Information Statement 2012

Mar 9, 2012

Approved
by Minutes No 10
of the Bank's Board meeting
8 March 2012

DRAFT RESOLUTIONS OF THE BOARD OF ŠIAULIŲ BANKAS AB FOR THE GENERAL SHAREHOLDERS' MEETING TO BE HELD ON 29-03-2012 REGARDING THE AGENDA ISSUES

Agenda issue		Draft resolution
1.	Regarding the consolidated annual report	Resolution on this item shall not be adopted; the consolidated annual report is presented in the annex 1.
2.	Regarding the conclusions of audit company	Resolution on this item shall not be adopted; the conclusions of independent auditor are presented in the annex 1.
3.	Regarding the responses and proposals of the Supervisory Council	Resolution on this item shall not be adopted; the responses and proposals of the Council shall be presented during the Meeting.
4.	Regarding the approval of financial statements for 2011	To approve the financial statements of the Bank and consolidated financial statements for 2011.
Financial statements are presented in the annex 1.
5.	Regarding the appropriation of profit/loss	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 election of audit company	1. To elect an Independent Audit Company PricewaterhouseCoopers UAB for inspection of annual financial statements and consolidated financial statements of the bank and inspecting of the annual report and consolidated annual report of the bank for 2012 and 2013.
2. To set the annual remuneration for audit services, not exceeding LTL 124,000 (without VAT).
7.	Regarding the amendment of the Charter	1. To amend Article 1.4 of the Charter of the Bank as follows:
“1.4. The Bank possesses its seal with the following inscription: Lietuvos Respublika, AB Šiaulių bankas (the Republic of Lithuania, Šiaulių bankas AB). The Bank can have several seals numbered with different numbers.”
2. To amend Article 3.2.8. of the Charter of the Bank as follows:
“3.2.8. reserve for acquisition of own shares; the reserve is formed by the resolution of the Meeting from the distributable profits and shall be used to pay for the bought in own shares”.
3. To amend Article 6.18 of the Charter of the Bank as follows:
“6.18. Body of the Bank, persons or authority, who passes the decision to convene the Meeting, shall deliver the Bank the information and the documents, necessary to prepare notification about the Meeting. The Bank shall announce about the Meeting being convened in the web-site of the Bank, in the newspaper “Lietuvos rytas” and central base of regulated information no later than 21 days before the day of the Meeting. The Head of the Bank or the Chairman of the Meeting shall inform the shareholders about the documents, proving due notification of the shareholders about the Meeting in the beginning of the

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Meeting. These documents are to be attached to the minutes of the Meeting.”

1. To amend Article 6.20 of the Charter of the Bank as follows:
   “6.20. If a repeated Meeting is to be convened, the shareholders are to be informed in way of mentioned in the Article 6.18 of the Charter no later than 14 days before the repeated Meeting. The repeated Meeting shall be convened not earlier than 14 days and not later than 21 day after the un-held Meeting”.

2. To amend Article 9.5.6. of the Charter of the Bank as follows:
   “9.5.6. Delivery of the documents to the Bank of Lithuania and to the Central Securities Depository of Lithuania;”

3. To amend Article 10.2 of the Charter of the Bank as follows:
   “10.2. The Bank is also entitled to open other separate subdivisions of the Bank (client service centers and etc.) as well as to install automated points.”

4. To amend Article 11.1. of the Charter of the Bank as follows:
   “11.1. The Bank has the following permanently acting non-structural subdivisions: loan committee, internal audit committee, risk management and remuneration committee. Order of making and competence of the loan, risk management and remuneration committees are set by the legal acts of supervision authorities, this Charter, regulations, approved by the Board and other documents, approved by the bodies of the Bank.”

5. To amend Article 11.2. of the Charter of the Bank as follows:
   “11.2. The loan committee analyses loan application documents, solves loan granting and term amendment matters, evaluates loan risk, gives suggestions regarding loan granting, loan administration procedure improvement, as well as performs other functions, set in its regulations.”

6. To supplement the Charter of the Bank by the Article 11.5:
   “11.5. The remuneration committee evaluates the policy, practice and incentives of the variable remuneration, created in order to manage the risks accepted by the Bank, its capital and liquidity and supervises the variable remuneration of managing officers liable for the risk management and compliance control, prepares draft resolutions of the variable remunerations and performs other functions set in its regulations.”

7. To authorize (with the right to re-authorize) the Chief Executive Officer of the Bank Mr. Audrius Žiugžda to sign the amended Charter.

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| 8. | Regarding the election of the members of the Supervisory Council | 1. To elect to the Bank’s Supervisory Council 7 (seven) candidates who will obtain the majority of votes from all candidates to be named before and during the Meeting.
2. To determine that the end of new elected Supervisory Council tenure will be the date of ordinary general shareholder’s meeting in 2016.
3. To determine that persons who are elected to Supervisory Council for the first time will accede the Supervisory Council members after the Bank of Lithuania expresses its consistence with their candidacies. |
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ANNEXES:

1. The independent auditor’s report. Financial statements and annual report 31 December 2011 (152 pages).
2. Draft on distribution of profit/loss (1 page)