Siauliu Bankas — Proxy Solicitation & Information Statement 2016

Mar 9, 2016

Approved by
Minutes No. 9
of the Bank's Board meeting 08/03/2016

DRAFT RESOLUTIONS OF THE MANAGEMENT BOARD OF ŠIAULIŲ BANKAS AB FOR THE GENERAL SHAREHOLDERS' MEETING TO BE HELD ON 30/03/2016 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 Annex 1.
2	Regarding the audit company's conclusions.	Resolution on this item shall not be adopted; the conclusions of the audit company are presented in Annex 1.
3	Regarding the comments and proposals of the Supervisory Council.	Resolution on this item shall not be adopted; the comments and proposals of the Council shall be presented during the Meeting.
4	Regarding the approval of the financial statements of 2015.	To approve the set of financial statements for 2015.
Financial statements are presented in Annex 1.
5	Regarding the distribution of profit (loss).	To approve the allocation of profit (loss) of the Bank.
The draft allocation proposed by the Board is presented in Annex 2.
6	Regarding the authorized capital increase from the Bank's own funds.	To increase the authorized capital of the Bank by EUR 18,245,276.34 from unallocated profit issuing 62,914,746 ordinary registered shares with EUR 0.29 nominal value. To distribute issued shares to the shareholders free of charge in proportion to the total nominal value of shares owned by them at the end of the day of accounting of rights of the Meeting (20%).
7	Regarding the amendment of the Charter.	1. To amend Article 3.5 of the Charter of the Bank as follows:
„3.5 The authorized capital of the Bank is total amount of the par values of all registered shares. The authorized capital of the Bank is EUR 109,471,658.33 (one hundred nine million four hundred seventy one thousand six hundred fifty eight and thirty three hundredths). It is divided into 377,488,477 (three hundred seventy seven million four hundred eighty eight thousand four hundred seventy seven) ordinary registered shares. Par value per share is EUR 0.29 (twenty nine hundredths).“
2. To amend Article 7.1 of the Charter of the Bank as follows:
„7.1. The Supervisory Council is a collegial body supervising the activities of the Bank and directed by its chairman. The number of members of the Council is 7 (seven), it is elected by the Meeting. During the election of the Council members each shareholder shall have the number of votes which is equal to the number of votes carried by the shares held by him multiplied by the number of members of the Council being elected. The shareholder shall distribute the votes at his discretion, giving them for one or several candidates. Candidates who receive the greatest number of votes shall be elected. If the number of candidates who received an equal number of votes is larger than the number of vacancies in the Council, a repeated voting shall be held in which each shareholder may vote only for one of the candidates who received an equal number of votes. The Council shall be elected for a 4-year term.“
3. To amend Article 11.1 of the Charter of the Bank as follows:
„11.1. The Bank has the following permanently operating non-structural subdivisions: a loan committee, an internal audit committee, a remuneration committee, a nomination committee, a risk committee and a risk management committee. Order of

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making and competence of the committees are set in accordance with legal acts, this Charter, regulations of the committees and other documents, approved by the bodies of the Bank. In compliance with the law and regulations of the supervisory authorities the composition, competences, arrangement of activities and provisions of the internal audit committee, remuneration committee, risk committee and the nomination committee are approved by the Council."

1. To supplement the Charter of the Bank with Articles 11.6 and 11.7 and set them as follows:

11.6. The nomination committee shall nominate and recommend, for the approval of the bodies of the Bank or for approval of the Meeting, candidates to fill body of the Bank vacancies, shall evaluate the balance of skills, knowledge and experience of the members of the bodies of the Bank, shall submit comments and findings related to the matter, assess the structure, size, composition, operating results and shall carry out other functions provided for in its provisions.

11.7. The risk committee shall advise the bodies of the Bank on the overall current and future risk acceptable to the Bank and strategy and assist in overseeing the implementation of that strategy at the Bank, shall verify whether prices of liabilities and assets offered to clients take fully into account the Bank's business model and risk strategy and shall also shall carry out other functions provided for in its provisions."

1. To authorize Chief Executive Officer of the Bank to sign the amended Charter and to register amended Charter in compliance with the order set for by the laws after receiving a permit from the supervisory authorities to register the amendment of the Charter related to the authorized capital increase.

| 8 | Regarding the election of the audit company | 1. To elect an independent audit company PricewaterhouseCoopers UAB for inspection of the Bank's and Group's annual consolidated financial statements and the consolidated annual report for the year of 2016 and 2017.
2. To set the annual remuneration for auditing the Group's consolidated annual statements for 2016 and 2017 not exceeding EUR 81 thousand (without VAT) including EUR 38 thousand (without VAT) for auditing the Bank. |
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| 9 | 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.
2. To determine that the end of new elected Supervisory Council tenure will be the date of ordinary general shareholder's meeting in 2020.
3. To determine that persons who are elected to Supervisory Council for the first time will take up their duties only after receiving a permission of the Bank of Lithuania.
The candidates to the Supervisory Council members proposed by the Management Board and the respective information on them is provided in Annex 3. |

Annexes:

1. The independent auditor's report. The financial statements and annual report as of 31 December 2015 (157 pages).
2. Draft of the profit (loss) allocation (1 page).
3. The candidates to the Supervisory Council members, proposed by the Management Board (4 pages).