AB Ukio bankas, with register code 112020136, address: 25 Maironio str., LT-44250 Kaunas.
By the initiative and decision of the Bank’s Board, an ordinary general meeting of AB Ukio bankas (registered at Maironio str. 25, LT-44250 Kaunas, company number 112020136) shareholders is being convoked at the Small Hall of Vytautas Magnus University at Daukanto str. 28, Kaunas on 25 March 2011 at 11 am. Shareholders’ registration starts at 10 am.
Only the persons who were shareholders of the bank at the end of the general shareholders’ meeting accounting day shall have the right to attend and vote at the general shareholders’ meeting. The meeting accounting day is 18 March 2011.
Property rights shall be held by the persons who were AB Ukio bankas shareholders at the end of the tenth working day after the general shareholders’ meeting having adopted the respective decision. The rights accounting day is 8 April 2011 m.
The agenda and draft resolutions of the ordinary general shareholders’ meeting:
1. Agenda issue: AB Ukio bankas annual report on results of operation in 2010.
AB Ukio bankas annual report on activities during 2010 to be heard (see appendix No. 1).
The resolution on this issue is not adopted.
2. Agenda issue: AB Ukio bankas international audit report.
Take into consideration AB Ukio bankas auditor's UAB “Deloitte Lietuva” conclusion while approving AB Ukio bankas financial statements for the year 2010 (see appendix No. 1).
3. Agenda issue: Approval of AB Ukio bankas financial statements for the year 2010.
To approve AB Ukio bankas financial statements for the year 2010 (see appendix No. 1).
4. Agenda issue: Approval of AB Ukio bankas profit (loss) distribution for the year 2010.
4.1. To approve AB Ukio bankas profit (loss) distribution for the year 2010 as follows:
4.1.1. Retained earnings (loss) at the beginning of reporting year LTL 0;
4.1.2. Net profit (loss) for the reporting year LTL -38 014 thousand;
4.1.3. Profit (loss) of current financial year not recognized in income statement LTL -1826 thousand;
4.1.4. Transfer from reserves for loss coverage LTL 0;
4.1.5. Shareholders’ contributions for loss coverage are LTL 0;
4.1.6. Profit (loss) for distribution at the end of the reporting year – LTL -39 840 thousand:
4.1.6.1. Transfer from other results, not used for reporting year – LTL 0;
4.1.6.2. Transfer from legal reserve – LTL 0;
4.1.6.3. Transfer from reserve capital – LTL 39 840 thousand;
4.1.6.4. Transfer from capital reserve – LTL 0;
4.1.7. Profit transfer to legal reserve – LTL 0;
4.1.8. Profit allocated for dividends and other purposes – LTL 0;
4.1.9. Profit for bonuses to Board, Council members and employees and other purposes – LTL 0;
4.1.10. Retained profit (loss) to be transferred to the following financial year – LTL 0;
4.2. Bonuses to Board and Council members will not be paid.
5. Agenda issue: Election of the audit company and setting of the payment terms for audit services.
Elect UAB “Deloitte Lietuva” to be AB Ukio bankas auditor and set the payment terms:
5.1. Audit of financial statements for the year 2011 – LTL 236 000 plus VAT;
5.2. Audit overheads – LTL 16 960 plus VAT.
6. Agenda issue: Agenda issue: Increase of AB Ukio bankas authorized capital.
6.1. Increase Ukio bankas authorized capital by supplementary contributions up to LTL 345,824,000 (three hundred forty five million eight hundred and twenty four thousand litas) by a new LTL 50,000,000 (fifty million) issue of 50,000,000 ordinary registered shares of 1 (one) litas.
6.2. Set the minimum value of the shares of the new issue 1 (one) litas for one share.
6.3. The beginning of the offering of the shares of the new issue is the first business day following the day when the announcement is made at Central Storage Facility website www.crib.lt, NASDAQ OMX Vilnius Stock Exchange website www.nasdaqomxbaltic.com, at AB Ukio Bankas website www.ub.lt and official notice is made by the registrar of legal persons for the shareholders to obtain shares of the new issue under the right of pre-emption.
6.4. Set the term of 15 days from placing the offer for AB Ukio bankas shareholders to obtain AB Ukio bankas shares of the new issue in proportion to the number of shares held at the end of shareholders’ rights accounting day (i.e. tenth working day after the general shareholders’ meeting).
6.5. Delegate AB Ukio bankas Board to approve the procedure of share offering and payment and to set the price of the shares of the new issue.
6.6. After the entire LTL 50,000,000 (fifty million) issue is distributed, amend AB Ukio bankas articles of association III (3) as follows: “The Bank’s authorized capital of LTL 345,824,000 (three hundred forty five million eight hundred and twenty four thousand) is divided into 345,824,000 (three hundred forty five million eight hundred and twenty four thousand) ordinary registered shares. The par value of one share is 1 (one) litas and incorporate into the current edition of AB Ukio bankas articles of association.
6.7. Upon distributing not all the shares during the period set for share distribution, regard the capital being increased by the sum of par values of actually sold shares and delegate AB Ukio bankas Board to make respective amendments in AB Ukio bankas articles of association III (3).
6.8. Authorize Chief Executive Officer to sign the new edition of the Bank’s articles of association.
6.9. Delegate AB Ukio bankas Board to register the issue of 50,000,000 (fifty million) ordinary registered shares of the par value of 1 (one) litas and respective amendments Ukio banks articles of association as provided by the law.
7. Agenda issue: Amendment of AB Ukio bankas Articles of Association.
7.1. Approve the new edition of AB Ukio bankas Articles of Association (see appendix No 2);
7.2. Authorize Chief Executive Officer to sign the new edition of AB Ukio bankas Articles of Association.
8. Agenda issue: Use, management and disposal of AB Ukio bankas assets.
8.1. To assign, lease or pledge as well as stand surety and guarantor for obligations of other entities with AB Ukio bankas fixed assets and currently held and, pursuant to this resolution, obtained securities, rights and subsequently acquired movable and immovable property of other issuers.
8.2. To delegate Ukio bankas Board to make decisions in each specific case on the basis to this resolution of the general meeting on property assignment, lease or security of obligations, as well as standing surety or guarantor with this property.
The general shareholders’ meeting is convened on the initiative and by the resolution of the Board of the Bank.
The Bank shall not provide the possibility to attend and vote in the general shareholders’ meeting through electronic communication channels.
Each shareholder holding shares that grant at least 1/20 of all votes shall have the right of proposing to supplement the agenda of the general shareholders’ meeting. Draft decisions on the proposed issues shall be submitted together with the proposal or, if the decisions are not needed to be approved, explanations on each proposed issue of the general shareholders’ meeting shall be presented. Proposal to supplement the agenda must be presented in writing sending it by a registered mail at the above-specified head-office address of the Bank or presented to the Secretariat or by the e-mail investorrelations@ub.lt. The agenda shall be supplemented if the proposal will be received not later than 14 days before the general shareholders’ meeting.
Each shareholder holding shares that grant at least 1/20 of all votes shall have the right of proposing draft resolutions on the issues already included or to be included in the agenda of the general shareholders’ meeting, to nominate additional candidates for members of the Bank's managerial body, the audit company. The proposed draft decisions must be presented in writing sending them by a registered mail at the above-specified head-office address of the Bank or presented to the Secretariat or by the e-mail investorrelations@ub.lt. The shareholders shall also be entitled to propose draft resolutions on the general shareholders’ meeting agenda issues in writing during the meeting.
The shareholders shall have the right to present questions related to the general shareholders’ meeting agenda issues to the Bank in advance in writing, by stating the shareholder’s personal ID number in the letter and sending by a registered mail or presented to the Secretariat or by the e-mail investorrelations@ub.lt. The Bank undertakes to respond if the questions are received not later 3 working days before the general shareholders’ meeting. Responses of a general character shall be posted on www.ub.lt under the heading “For investors”. The Bank will not respond personally to the shareholder if the respective information is posted on the Bank's website.
A shareholder or a person authorised by him attending the general shareholders’ meeting and entitled to vote shall submit an identity document.
Each shareholder shall also have the right to authorise another person (natural or legal), in the manner prescribed by law, to attend and vote at the general shareholders’ meeting on his behalf. At the meeting the authorised person shall enjoy the same rights as the shareholder represented by him would have unless the authorized person’s rights are limited by the power of attorney or by the laws. The authorised person must produce a power of attorney certified in the manner prescribed by law. A power of attorney issued in a foreign state must be translated into Lithuanian and legalised in the manner prescribed by law.
A shareholder or a person authorised by him shall have the right to vote in writing in advance by filling in the general ballot paper. On shareholder’s request, the Bank shall, not later than 10 days before the meeting, send the general ballot paper by registered mail free of charge. The filled in general ballot paper and the document confirming the voting right (if any) must be submitted to the Bank in writing not later than on the last working day before the general shareholders’ meeting sending it by registered mail at the above-specified head-office address of the Bank.
The documents related to the convening and the agenda of general shareholders’ meeting, draft decisions on each agenda item, documents that must be submitted to the meeting, the form of the general ballot paper and other information related to the implementation of the shareholder rights will be available for the shareholders during working hours at AB Ukio bankas head-office in Maironio str. 25, Kaunas and on the Bank’s website www.ub.lt.
Gintaras Ugianskis, Chairman-Chief Executive Officer, 04-03-2011
Gintaras Ugianskis, Chairman-Chief Executive Officer, +370 37 301 301
