Convocation of the Ordinary General Meeting of Shareholders
08 Março 2024 - 11:30AM
UK Regulatory
Convocation of the Ordinary General Meeting of Shareholders
The Ordinary General Meeting of Shareholders of
Šiaulių Bankas AB (the head office address: Tilžės str. 149,
Šiauliai, Lithuania, the company code 112025254) (hereinafter
referred to as the Bank) shall be convened on 29 March
2024.
Meeting location - at Head office (3 floor,
Eglių meeting room), Šeimyniškių str. 1A, Vilnius.
Meeting starts at 11:00 (registration starts at
10:00) (Lithuanian time)
The Meeting’s accounting day –
22 March 2024 (the persons who are shareholders of the Bank at the
end of accounting day of the General Meeting of Shareholders or
persons authorized by them, or the persons with whom shareholders
concluded the agreements on the disposal of voting right, shall
have the right to vote at the General Meeting of Shareholders).
The day of accounting of rights
– 15 April 2024 (shareholders will use the property rights arising
from the decisions adopted at the general meeting of shareholders
in proportion to the number of shares held at the end of the day of
accounting of rights).
The Meeting is initiated and convened by the
Management Board of the Bank.
Agenda of the Meeting
- Presentation of the consolidated annual report of Šiaulių
bankas AB for 2023.
- Presentation of the conclusion of the independent auditor of
Šiaulių bankas AB.
- Comments and proposals of the Šiaulių bankas AB Supervisory
Board.
- Approval of the set of audited financial statements of Šiaulių
bankas AB for 2023.
- Allocation of the Šiaulių bankas AB profit for 2023.
- Determination of the procedure for the acquisition of Šiaulių
bankas AB own shares.
- Selection of Šiaulių bankas AB audit company and determination
of payment conditions for audit services.
- Approval of the new version of the Articles of Association of
Šiaulių bankas AB.
- Approval of the updated Remuneration Policy of Šiaulių bankas
AB.
- Election of members of Šiaulių bankas AB supervisory board for
a new term.
Draft resolutions and other information
Draft resolutions on the agenda of the meeting,
documents to be submitted to the General Meeting of Shareholders
and information related to the implementation of shareholders'
rights are published on the Bank's website www.sb.lt in the section
“Bank Investors” / “Meetings”. For the entire period starting no
later than 21 days before the meeting the following information and
documents will be available there:
- notice of the convening of the meeting;
- the total number of the Bank's shares and the number of voting
shares on the day of convening the meeting;
- draft resolutions on agenda issues and other documents to be
submitted to the meeting;
- general ballot paper form (to be filled in .pdf);
- instructions for filling in and submitting the general ballot
paper to the Bank;
- the form of a power of attorney to represent the
shareholder.
Proposals to supplement the agenda
The shareholders holding shares that grant at
least 1/20 of all votes, shall have the right of proposing to
supplement the agenda of the Meeting by providing the Meeting draft
resolution on each additionally proposed issue or in case no
resolution is required - the explanation. Proposals to supplement
the agenda and any accompanying information must be submitted in
writing. The proposals to supplement the agenda with the additional
issues shall be submitted till the 15 March 2024, 17:00 (Lithuanian
time). In case the agenda of the Meeting is supplemented the Bank
will report on it no later than 10 days before the Meeting in the
same ways as on the convening of the Meeting.
Proposals of draft resolutions
The shareholders holding shares that grant at
least 1/20 of all votes shall have the right of proposing new draft
resolutions on the issues already included or to be included in the
agenda of the Meeting. The proposals shall be submitted in writing.
They may be submitted to the Bank by 29 March 2024 8:00 (Lithuanian
time).
Questions on the agenda
The shareholders have the right to submit
questions to the Bank in advance related to the agenda of the
meeting. Questions may be submitted by shareholders no later than
by 27 March 2024 17:00 (Lithuanian time). The Bank will answer the
submitted questions to the shareholder prior to the meeting, except
for those related to the Bank's commercial secret and confidential
information.
A power of attorney
The shareholders' authorized persons shall
submit a power of attorney confirmed by the established order. The
power of attorney issued by the natural person shall be notarized.
A power of attorney issued in a foreign country must be translated
into Lithuanian and legalized in the manner prescribed by law.
Representative can be authorized by more than one shareholder and
shall have a right to vote differently under the orders of each
shareholder.
The authorization of a shareholder to vote for another natural or
legal person on behalf of the shareholder at the meeting may be
granted by electronic means. Such power of attorney is not subject
to notarizing. The power of attorney issued through electronic
channels must be confirmed by the shareholder with a qualified
electronic signature developed by safe signature equipment and
approved by a qualified certificate effective in the Republic of
Lithuania. The shareholder shall inform the Bank on the power of
attorney issued through electronic communication channels by e-mail
info@sb.lt no later than by 17:00 (Lithuanian time) on the last
business day before the meeting. The power of attorney and
notification must be in writing.
A shareholder holding shares of the Bank acquired in his/her own
name but in the interests of other persons must disclose to the
Bank the identity of the final customer, the number of shares to be
voted with and the content of the voting instructions submitted to
him/her or another explanation regarding the participation and
voting at the general meeting of shareholders agreed with the
customer.
Participation and voting
Shareholders and authorized persons who will
physically attend the meeting will vote with voting cards they
would receive at the meeting registration.
The Bank recommends shareholders and shareholders' authorized
persons to take the opportunity to vote in advance in writing by
completing a general ballot paper. The General ballot (fileable
.pdf) and instructions will be available on the Bank's website
www.sb.lt in the section “For Bank Investors” / “Meetings”
no later than 21 days before the meeting. The completed general
ballot paper must be signed by the shareholder or a person
authorized by him. If the general ballot paper is signed by a
person authorized by the shareholder, a document confirming the
right to vote must be attached to it. Duly completed ballot papers
received by 11:00 (Lithuanian time) on the day of the meeting will
be considered valid.
Document delivery
All documents submitted to the Bank by the shareholder or his/her
authorized person (general ballot paper with attached documents (if
such must be attached), proposals on the agenda, questions) may be
submitted to the Bank in the following ways:
- Paper documents (originals or certified copies) could be
presented in writing to the Secretariat on business days or by
sending them by mail at the address: Šiaulių Bankas AB, Tilžės
street 149, LT-76348 Šiauliai, Lithuania
- Physically signed, scanned documents could be transferred via
the Bank's internet bank (if the shareholder is its user). When
logging in, choose Other Services / Messages / +New message /
fill in fields Category: Securities, Subject: GSM, Message: Ballot
paper / Upload the scanned document / Submit.
- Electronic documents signed with a qualified electronic
signature are submitted to the Bank (e.g., via Dokobit platform)
indicating the Bank as a participant (recipient) according to the
e-mail address info@sb.lt.
Scanned documents, submitted via internet bank
(method 2) and electronic documents signed with an electronic
signature through an electronic signature service provider (method
3) may be submitted only those, which are signed by the person
providing it. In this way, for example, an authorized person cannot
submit to the Bank a shareholder's power of attorney or other
document giving the right to vote for a shareholder.
Additional information:
Tomas Varenbergas,
Head of Investment Management Division
tomas.varenbergas@sb.lt
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