The Ordinary General Shareholders' meeting of AB Ūkio bankas (registered at 25 Maironio str., LT-44250 Kaunas, company number 112020136) convened in the assembly hall of Transport and Road Research Institute at 25 Kanto str. in Kaunas at 11 a.m. on 22 March 2007 adopted the following resolutions: 1. The annual Activity Report for the year 2006 was heard (Appendix No.1, Appendix No. 2). 2. To take into consideration the findings of Ūkio bankas' auditor UAB Deloitte Lietuva when approving AB Ūkio bankas annual Financial Statements for the year 2006 (Appendix No. 1)). 3. To approve Ūkio bankas Financial Statements for the year 2006 (Appendix No. 1). 4. To approve the allocation of Ūkio bankas profit (loss) for the year 2006: 4.1. retained profit (loss) at the end of the reporting financial year LTL 6,947 thousand; 4.2. net profit (loss) of the reporting financial year LTL 47,383 thousand; 4.3. profit (loss) of the reporting financial year not recognized in the Income Statement LTL 0 thousand; 4.4. transfers from reserves LTL 0 thousand; 4.5. shareholders' contributions to cover the company's loss (if shareholders have decided to cover part or the whole loss) LTL 0 thousand; 4.6. total profit (loss) for distribution LTL 54,330 thousand; 4.7. profit share allocated to the legal reserve LTL 2,717 thousand; 4.8. profit share allocated to the reserve for the acquisition of own shares LTL 0 thousand; 4.9. profit share allocated to the general purpose reserve to cover asset loss LTL 13,167 thousand; 4.10. profit share allocated for dividends LTL 1,767.08 thousand (LTL 0.01 per ordinary share) 4.11. retained profit (loss) at the end of the reporting period carried forward to the next financial year LTL 36,679 thousand. 5. To allot the amount of LTL 1,215 thousand for annual bonuses (tantiemes) to be paid to the members of the Board and Supervisory Council. 6. To select UAB Deloitte Lietuva as Ūkio bankas audit company and set the following terms of payment: 6.1. auditing of financial statements for the year 2007- LTL 367,000 plus VAT; 6.2. extra expenses relating with audit services - LTL 29,360 plus VAT. 7. To increase Ūkio bankas' authorized capital: 7.1. To increase the authorized capital of Ūkio bankas with additional contributions up to LTL 196,708,000 (one hundred and ninety six million seven hundred and eight thousand litas) by issuing a new share issue of LTL 20,000,000 (twenty million litas) of 20,000,000 ordinary registered shares of LTL 1 (one litas) par value each. 7.2. To set the minimal issue price of the newly issued shares - 1 (one) litas per share. 7.3. The beginning of distribution of the new issue's shares is the next business day after announcing in the daily Lietuvos Rytas and public announcement about the offer to the shareholders to acquire the newly issued shares with the pre-emptive right by the Legal Persons' Register. 7.4. To set the period of 15 days from the beginning of share distribution for Ūkio bankas shareholders to exercise the pre-emptive right to acquire Ūkio bankas new issue's shares in proportion to the number of shares held by them on the date of the meeting. 7.5. To instruct Ūkio bankas Board to approve the procedure of share distribution and payment and set the share price of the issue being distributed. 7.6. Upon distributing the total share issue of LTL 20,000,000 (twenty million litas), to amend the paragraph 3, Chapter III of Ūkio bankas Articles of Association as follows: “The Bank's authorised capital of LTL 196,708,000 (one hundred and ninety six million seven hundred and eighty thousand litas) is divided into 196,708,000 (one hundred and ninety six million seven hundred and eighty thousand) ordinary registered shares. The par value of one share is 1 (one) litas” and to incorporate it into the existing version of Ūkio bankas Articles of Association. 7.7. Upon distributing not all the shares within the period intended for the share distribution, to deem the authorised capital increased by the sum of par values of actually distributed shares and instruct Ūkio bankas Board to make a respective amendment to the paragraph 3, Chapter III of Ūkio bankas Articles of Association. 7.8. To authorise Gintaras Ugianskis to sign the new version of the Articles of Association. 7.9. To instruct Ūkio bankas Board to register the issue of 20,000,000 (twenty million) ordinary shares of 1 (one) litas par value each as well as respective amendments to Ūkio bankas Articles of Association in the manner prescribed by the law. 8. To approve the amendments to Ūkio bankas Articles of Association considering the increasing of Ūkio bankas authorised capital and the amendments to the Company Law and other laws of the Republic of Lithuania (Appendix No. 3). To authorise Gintaras Ugianskis to sign the amended Articles of Association of Ūkio bankas considering the resolutions adopted at Ūkio bankas ordinary general shareholders' meeting on 22 March 2007. 9. To transfer, lease or mortgage Ūkio bankas non-current assets and securities of other issuers, rights currently held or acquired after the adoption of this resolution as well as later acquired movable and immovable assets or pledge the said assets or securities as a guarantee of other entities' liabilities. To instruct Ūkio bankas Board, on the basis of this resolution of the general shareholders meeting, to adopt decisions on every specific matter of asset transfer, lease or securing liabilities, as well as pledging and giving guarantees. Auksė Armonaitė Glodienė Public Relations Officer, +370 615 13 004.
The Resolutions of Ūkio bankas ordinary general shareholders' meeting held on 22 March 2007
| Source: Ukio Bankas AB