Resolutions of the Ordinary General Meeting of Shareholders

Actions taken and resolutions made according to agenda issues of the Ordinary General Meeting of Shareholders on 29 March 2024:

1. Presentation of the consolidated annual report of Šiaulių bankas AB for 2023

The consolidated Annual Report was introduced (enclosed).

2. Presentation of the conclusion of the independent auditor of Šiaulių bankas AB

The conclusion of the independent auditor was introduced (enclosed).

3. Comments and proposals of the Supervisory Council

The comments and proposals of the Bank’s Supervisory Council were announced.

4. Approval of the set of audited financial statements of Šiaulių bankas AB for 2023

The set of financial statements for 2023 has been approved (enclosed).

5. Allocation of Bank’s profit

The allocation of Bank’s profit has been approved (enclosed).

According to approved profit allocation EUR 0.0485 dividends per one ordinary registered EUR 0.29 nominal value share will be paid. Record date is 15 April 2024.

6. Determination of the procedure for the acquisition of Šiaulių bankas AB own shares

Resolved to acquire Bank own shares under the following conditions:

1. the purpose of acquisition of own shares is to reduce the authorized capital of the Bank by cancelling the shares purchased by the Bank;
2. maximal 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 makes a decision on the purchase of its own shares or if the purchase of its own shares by the decision of the Bank’s Management Board is carried out in accordance with Regulation (EU) of the European Parliament and Council No. 596/2014 on market abuse pursuant to the provisions of Article 5(1), a price that does not exceed the higher of the following prices: the last independent trading price and the highest current independent offer price at the trading venue where the shares are purchased, as provided for in Article 3 2 of Commission Delegated Regulation 2016/1052 in parts.
3. the time limit for the Bank to acquire its own shares - 18 months from the date of adoption of this decision;
4. maximal number of shares to be acquired - the total nominal value of the Bank's own shares may not exceed 1/20 of the Bank's authorized capital;
5. the procedure for sale of own shares and the minimum selling price – the purchased shares are not planned to be sold and therefore the minimum selling price and the selling procedure for the shares are not determined;
6. to delegate the Management Board of the Bank, in accordance with the provisions of this resolution and the requirements of the Law on Companies of the Republic of Lithuania, the requirements of the Law on Banks of the Republic of Lithuania and other legal acts, as well as, when required with the permission of the supervisory authorities, to make specific decisions regarding the purchase of the Bank’s own shares, to organize buyback of own shares, determine the method and procedure for buying back shares (including the right to buy back shares in accordance with the provisions of Article 5, paragraph 1 of the European Parliament and Council Regulation (EU) No. 596/2014 on market abuse), the time, number and price of shares, as well as perform other actions related to the purchase and sale of own shares.

To establish that after adopting this resolution the resolution of the General Meeting of Shareholders of 31 March 2023 regarding acquisition of the Bank's own shares shall expire.