Resolutions of the Ordinary General Meeting of Shareholders

Šiaulių Bankas AB, company code 112025254, address Tilžės str. 149, LT-76348 Šiauliai, Lithuania

Actions taken and resolutions made according to agenda issues of the Ordinary General Meeting of Shareholders on 31 March 2020:

1. Presentation of the consolidated annual report

The presentation has not been made because of the quarantine announced in Lithuania (the Consolidated Annual Report is enclosed and has been available to shareholders since 9 March 2020).

2. Presentation of the audit company’s conclusion.

The presentation has not been made because of the quarantine announced in Lithuania (The independent auditor's conclusion is enclosed and has been available to shareholders since 9 March 2020).

3. Comments and proposals of the Supervisory Council

The comments and proposals of the Supervisory Council were not presented on the day of the meeting because of the quarantine announced in Lithuania (the comments and proposals of the Supervisory Council were published together with the draft resolutions of the Board and were available to shareholders since 9 March 2020).

4. Approval of the financial statements for 2019

The set of financial statements for 2019 was approved (enclosed).

5. Allocation of Bank’s profit

Profit allocation has not been approved without having the required (at least 2/3) number of shareholders votes. Dividends and tantiemes to members of the Supervisory Council will not be paid.

6. Election of an audit company and determination of the remuneration for the audit company

Resolved:
1) To elect the independent audit company KPMG Baltics UAB for the audit of the consolidated and annual financial statements of the Bank and the Group for the years 2020 and 2021.
2) To set the cost of auditing the consolidated financial statements of the Group for 2020 and 2021 EUR 151.3 thousand (excluding VAT) per year, including EUR 82.5 thousand (excluding VAT) for auditing the Bank's statements, with the right to increase this price by 10 per cent.

7. Approval of the Remuneration Policy

The Bank’s Remuneration Policy was approved (enclosed).

8. Acquisition of the Bank's own shares

Resolved:
To acquire Bank's own shares under the following conditions:
1) the purpose of acquisition of own shares is to retain and increase the market price of the Bank's shares;
2) maximum number of shares to be acquired - the total nominal value of the Bank's own shares may not exceed 1/10 of the Bank's authorized capital;