Convocation of the Extraordinary General Meeting of Shareholders

The Extraordinary General Meeting of Shareholders of Šiaulių Bankas AB, the address of the head office Tilžės str. 149, Šiauliai, Lithuania, the company code 112025254 (further – the Bank) shall be convened on 10 June 2020.The place of the Meeting – in the Bank’s premises located on Tilžės str. 149, Šiauliai (third floor, Ažuolų meeting room).The Meeting starts at 3:00 p.m. (registration starts at 2:00 p.m.).By the resolution of the Government of the Republic of Lithuania, quarantine has been announced throughout the territory of the Republic of Lithuania, and the duration of the quarantine regime is set until 31 May 2020. If the quarantine is extended to the day of the meeting, the shareholders will be able to express their will on the issues on the agenda of the meeting only by filling in and submitting to the Bank general ballot papers in accordance with the procedure specified in this notice. If the quarantine is not extended, shareholders who have given prior notice will be able to attend the meeting physically. From June 1, 2020, shareholders will be able to submit notifications about the intention to participate in the meeting by e-mail to info@sb.lt.The Meeting’s accounting day – 3 June 2020 (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 attend and vote at the General Meeting of Shareholders).The day of accounting of rights – 25 June 2020 (the shareholders shall use the property rights arising from the resolutions passed during the General Meeting of Shareholders in proportion to the number of shares owned at the end of the day of accounting of rights).The Meeting is initiated and convened by the Management Board of Šiaulių Bankas AB.Agenda of the MeetingElection of a member of the Supervisory Council.Remuneration to the members of the Supervisory Council for activities in 2019 until the end of the term.Bank shall not provide the possibility to participate and vote in the Meeting through the electronic communication channels.The draft resolutions on each agenda issue, documents to be submitted to the General Meeting of Shareholders and other information related with the exercising of the shareholders’ rights shall be available on the website of the Bank at www.sb.lt: About Bank › To Bank’s Investors › Meetings  not later than 21 days before the Meeting.  This information shall also be available for the shareholders at the head office of the Bank (on Tilžės str. 149, Šiauliai) in the room No. 201 from 7:30 a.m. till 4:30 p.m. Telephone for enquiry: +370 41 59 56 53.  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. The proposals to supplement the agenda shall be submitted in writing or by e-mail.
The proposals shall be presented in writing to the Secretariat on business days or by sending it by registered mail at the address: Šiaulių Bankas AB, Tilžės street 149, LT-76348 Šiauliai.
The proposals submitted via the e-mail shall be sent to info@sb.lt.
The proposals to supplement the agenda with the additional issues shall be submitted till the 27 May 2020, 4:30 p.m. 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 convening of the Meeting.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 as well as additional candidates for the Supervisory Council.  The proposals shall be submitted in writing or via the Bank’s on-ine banking system SB Linija, which ensures the security of the information transmitted and enables the shareholder to be identified.
The proposals in writing shall be presented by 12:00 at noon on 10 June 2020 to the Secretariat on business days or by sending it by registered mail at the address: Šiaulių Bankas AB, Tilžės street 149, LT-76348 Šiauliai. The proposals submitted in writing will be discussed during the Meeting in case they are received in the Bank till the Meeting date (10 June 2020) 12:00 at noon. During the Meeting the proposals shall be submitted to the Chairman of the Meeting after he announces the Meeting agenda and no later than the Meeting starts working on the issues of agenda.
Proposals can be submitted through the bank’s Internet banking system SB Linija until 16.30 p.m. on 9 June 2020.The shareholders shall have the right to present questions related to the General Meeting of Shareholders’ agenda issues to the Bank in advance.  The shareholders shall present the questions not later than 3 business days before the Meeting via the e-mail info@sb.lt. The Bank undertakes to respond to the submitted questions via the e-mail till the Meeting day, except the questions related to the Bank’s commercial secret and confidential information.During the registration to attend the Meeting the shareholders or the persons authorized by them shall submit a document which is a proof of his/her identity. The shareholders’ authorized persons shall submit the 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 shareholder holding shares in the Bank, where the shares have been acquired on his own behalf, but for the benefit of other persons, must disclose before voting at the General Meeting of Shareholders to the Bank the identity of the final customer, the number of shares that are put to the vote and the content of the voting instructions submitted to him or any other explanation regarding the participation agreed upon with the customer and voting at the General Meeting of Shareholders.Shareholder shall also have the right to authorize through electronic communication channels another person (natural or legal) to participate and vote in the Meeting on shareholder’s behalf. Such authorization shall not be confirmed by the notary officer.  The power of attorney issued through electronic channels must be confirmed by the shareholder with an 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 the last business days before the Meeting at 4:30 p.m. The power of attorney and notification shall be issued in writing. The power of attorney and notification to the Bank, not the letter sent via the e-mail, shall be signed with the Electronic Signature.A shareholder or his/her representative may vote in advance in writing by completing a general ballot paper. 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. The completed general ballot paper with the attached documents (if necessary) must be submitted to the Bank by sending them by registered mail to the address: Šiaulių Bankas AB, Tilžės str. 149, 76348 Šiauliai, or by delivering them to the Bank’s Secretariat at the Bank’s head office at Tilžės str. 149, Šiauliai. Duly completed ballot papers received by 12:00 on the day of the meeting will be considered valid.The following information and documents during the whole period, starting no later than 21 days before the Meeting, are available on the website of the Bank www.sb.lt  at “Bank Investors -› Meetings”:
– the report on convening the Meeting;
– the total number of the Bank’s shares and the number of shares with voting right on the convening day of the Meeting;
– the draft resolutions on each agenda issue and other documents to be submitted to the Meeting;
– the general ballot paper form;
– instruction for filling in and submitting the general ballot paper to the Bank;
– the form of the power of attorney to represent the shareholder.Deputy Director of Markets and Treasury Department Pranas Gedgaudas provides additional information, tel. + 370 41 595 653, pranas.gedgaudas@sb.lt.