AB Ukio bankas, with registration number 112020136, address: 25 Maironio str., LT-44250 Kaunas.
The ordinary general shareholders’ meeting of AB Ukio bankas (head-office address Maironio str. 25, LT-44250 Kaunas, registration number 112020136) convened at the Amphitheatre of the Zalgiris arena at Karaliaus Mindaugo ave 50, Kaunas on 30 March 2012 at 11 am adopted the following resolutions:
1. AB Ukio bankas annual report on activities during 2011 was heard (see appendix No. 1).
2. To take into consideration AB Ukio bankas auditor's UAB “Deloitte Lietuva” conclusion while approving AB Ukio bankas financial statements for the year 2011 (see appendix No. 1).
3. To approve AB Ukio bankas financial statements for the year 2011 (see appendix No. 1).
4. To approve profit (loss) distribution for the year 2011:
4.1. To approve AB Ukio bankas profit (loss) distribution for the year 2011 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 -4,558 thousand;
4.1.3. Transfer from reserves for loss coverage LTL 0;
4.1.4. Participants’ contributions for loss coverage (in case the participants of financial institution have decided to cover all or a part of result for distribution (loss)) LTL 0;
4.1.5. Profit (loss) for distribution at the end of the reporting year – LTL -4,558 thousand:
4.1.5.1. Transferred from other reserves, not used for reporting year – LTL 0;
4.1.5.2. Transferred from legal reserve – LTL 4,558 thousand;
4.1.5.3. Transferred from reserve capital – LTL 0;
4.1.5.4. Transferred from capital reserve – LTL 0;
4.1.6. Profit allocated for reserves – LTL 0;
4.1.7. Profit allocated for dividends and other purposes – LTL 0;
4.1.8. 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. To elect UAB “Deloitte Lietuva” to be AB Ukio bankas auditor and set the payment terms:
5.1. Audit of financial statements for the year 2012 – LTL 275,000 plus VAT;
5.2. Audit overheads – LTL 22,000 plus VAT.
6. To increase AB Ukio bankas’ authorized capital by supplementary contributions:
6.1. To increase AB Ukio bankas’ authorized capital by supplementary contributions up to LTL 375,824,000 (three hundred seventy five million eight hundred and twenty four thousand) by a new LTL 30,000,000 (thirty million) issue of 30,000,000 ordinary registered shares of LTL 1 (one) par value.
6.2. To set the minimum value of the shares of the new issue – LTL 1 (one) for one share.
6.3. To set the minimum quantity of possibly purchasable shares for the each investor - not less than for LTL 350,000.
6.4. To revoke the shareholders’ priority right to purchase the shares of new issue. Shareholders’ priority right is revoked due to the intention to make a public offering in order determined by Lithuanian Republic Law on Securities’ item 3 of paragraph 2 of the Article 5 and item 1 of paragraph 6 of the Article 5. The shares of the new issue could be purchased by the persons who expressed the intention to purchase shares for not less than for LTL 350,000. The minimum quantity of shares which could be purchased by the each person - not less than for LTL 350,000.
6.5. To 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. The beginning of the distribution of new share issue to be announced publicly as provided by the law.
6.6. After the entire LTL 30,000,000 (thirty million) issue is distributed, amend AB Ukio bankas articles of association III (3) as follows: “The Bank’s authorized capital of LTL 375,824,000 (three hundred seventy five million eight hundred and twenty four thousand) is divided into 375,824,000 (three hundred seventy five million eight hundred and twenty four thousand) ordinary registered shares. The par value of one share is LTL 1 (one)” 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 30,000,000 (thirty million) ordinary registered shares of the par value of LTL 1 (one) and respective amendments in AB Ukio bankas articles of association as provided by the law.
7. To amend 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.
Gintaras Ugianskis, Chairman-Chief Executive Officer, 30-03-2012.
Gintaras Ugianskis, Chairman - Chief Executive Officer, +370 37 301 301.
