Siauliu Bankas — Proxy Solicitation & Information Statement 2013

Jul 15, 2013

Approved by
Minutes No 27
of the Bank's Board meeting
12 July 2013

DRAFT RESOLUTIONS OF THE BOARD OF ŠIAULIŲ BANKAS AB FOR THE EXTRAORDINARY GENERAL SHAREHOLDERS' MEETING TO BE HELD ON 6 AUGUST 2013 REGARDING THE AGENDA ISSUES

Agenda issue		Draft resolution
1.	Regarding the amendment of the 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 8 (eight) members. It manages the Bank, handles its matters and answers under the laws for execution of the Bank’s financial services.“ 2. To authorize (with the right to re-authorize) the Chief Executive Officer of the Bank Mr. Audrius Žiugžda to sign the amended Charter.
2.	Regarding the amendment of payment conditions for audit services	To amend partially resolution passed by the General Meeting of Shareholders held on 2012-03-29 regarding the Bank’s auditor determining that the price of the Bank’s audit services in 2013 shall not exceed LTL 189 000 (excluding VAT).
3.	Regarding the election of the member of the Supervisory Council	To elect Alexander Saveliev into Supervisory Council of the Bank until the end of the current Supervisory Council tenure, i.e. until the Ordinary General Shareholder’s Meeting in 2016.

ANNEX.

The resolution No. 241-144 dated 02-07-2013 regarding Consent to become an executive officer of the limited liability public company Šiaulių bankas passed by the director of the Supervisory Service of the Bank of Lithuania.

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/Translation from Lithuanian/

DIRECTOR
OF SUPERVISORY SERVICE
OF THE BANK OF LITHUANIA

RESOLUTION
REGARDING CONSENT TO BECOME AN EXECUTIVE OFFICER OF
THE LIMITED LIABILITY PUBLIC COMPANY ŠIAULIŲ BANKAS

2 July 2013, No. 241-144
Vilnius

Following the article 34 of the Law on Banks of the Republic of Lithuania (Official Gazette, 2004, No. 54-1832; 2009, No. 38-1440), regulations for election and assignment of the bank’s executive officers approved by the resolution No. 105 of the Board of the Bank of Lithuania (Official Gazette, 2004, No. 103-3825) dated 17 June 2004 and item 2 of the resolution No. 03-67 of the Board of the Bank of Lithuania dated 15 March 2012 „Regarding delegation of enforcement of certain functions of the Board of the Bank of Lithuania to the structural divisions of the Bank of Lithuania“ (Official Gazette, 2012, No.34-1693) we resolve the following:

To allow Alexander Saveliev to become a member of the Supervisory Council of Šiaulių bankas.

Director
Vytautas Valvonis