Resolutions of the Ordinary General Meeting of

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Measures taken and resolutions taken according to the items on the agenda of the Ordinary General Meeting of Shareholders of March 30, 2022:

  1. Presentation of the consolidated annual report

The consolidated annual report was presented (attached).

  1. Presentation of the conclusion of the audit company.

The conclusion of the independent auditor has been introduced (attached).

  1. Comments and proposals from the Supervisory Board

The comments and proposals of the Bank’s Supervisory Board have been announced.

  1. Approval of 2021 accounts

The set of financial statements for 2021 has been approved (shut in).

  1. Appropriation of the Bank’s profit

The appropriation of the Bank’s profit has been approved (attached).

According to the approved distribution of profits, EUR 0.034 of dividends per ordinary registered share of EUR 0.29 nominal value will be paid. The record date is April 13, 2022.

  1. Acquisition of the Bank’s own shares

Resolved to acquire the Bank’s own shares under the following conditions:
1) the purpose of acquiring own shares is to maintain and increase the market price of the Bank’s shares;
2) a maximum acquisition price per share – 20% higher than the market price of the Bank’s shares on the Nasdaq Vilnius Stock Exchange when the Management Board decides to acquire its own shares
3) a minimum acquisition price per share – 10% lower than the market price of the Bank’s shares on Nasdaq Vilnius when the Management Board decides to acquire its own shares;
4) the time allowed for the Bank to acquire its own shares – 18 months from the date of adoption of this decision;
5) the maximum number of shares to be acquired – the total nominal value of the Bank’s own shares cannot exceed 1/20 of the Bank’s authorized capital;
6) the procedure for the sale of its own shares and the minimum sale price – the shares acquired by the Bank may be canceled by decision of the General Meeting of Shareholders or sold by decision of the Management Board determining that the minimum sale price of the shares is their average acquisition price and the sale procedure will ensure that all shareholders have equal opportunities to acquire the Bank’s shares;
7) to delegate the Board of Directors of the Bank, in accordance with the provisions of this resolution and the requirements of the Company Law of the Republic of Lithuania, as well as, if necessary, with the permission of the authority supervision, to take decisions concerning the purchase of the Bank’s own shares, to organize the acquisition and sale of its own shares, to determine the procedure for the redemption and sale of shares, the time, the number and price of the shares as well as performing other acts related to the acquisition and sale of its own shares.

  1. Election of an audit company and determination of the remuneration of the audit company

Resolved:
1. Elect the independent audit company KPMG Baltics, UAB to audit the consolidated and annual financial statements of the Bank and the Group for the years 2022 and 2023.
2. Set the cost of auditing the Group’s consolidated accounts for 2022 and 2023 at €183.0 thousand (excluding VAT) per year, including €96.5 thousand (excluding VAT) for auditing the accounts of the Bank, with option to increase this cost price by 10 per cent.

  1. Approval of the remuneration policy

The Bank’s Remuneration Policy has been approved (attached).

  1. Approval of the rules for the allocation of shares

The rules for the allocation of shares are approved (attached).

  1. Election of a member of the Supervisory Board

Valdas Vitkauskas was elected to the Bank’s Supervisory Board as an independent member.
The elected member of the Supervisory Board will only take up his duties after having received authorization from the Bank’s supervisory authority.

The end of the mandate of the newly elected member of the Supervisory Board is the day of the Ordinary General Meeting of shareholders of 2024 (end of the mandate of the current Supervisory Board).

Further information:
Pranas Gedgaudas
Project Manager
Phone. +370 41 595653, [email protected]

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