Draft resolutions concerning agenda issues of the shareholders meeting to be held on 23 September 20
Draft resolutions concerning agenda issues of the shareholders meeting to be held on 23 September 2005
1 issue on the agenda. Amendments in the Charter of the BankDraft resolution.
1) to amend Section 7.1 of the Charter and to arrange it as follows:“7.1. The Council is a collegial body supervising the activities of the Bank and directed by its chairman. The number of members of the Council is seven (7). The Council shall be elected by the Meeting. During the election of the Council members each shareholder shall have the number of votes which is equal to the number of votes carried by the shares held by him multiplied by the number of members of the Council being elected. The shareholder shall distribute the votes at his discretion, giving them for one or several candidates. Candidates who receive the greatest number of votes shall be elected. If the number of candidates who received an equal number of votes is larger than the number of vacancies in the Council, a repeated voting shall be held in which each shareholder may vote only for one of the candidates who received an equal number of votes. The Council shall be elected for a 4-year term.”
2) to supplement Section 7.6. of the Charter and to arrange it as follows:“7.6. The first meeting of the Council is convened and agenda suggested by the Council member, appointed by the Meeting. Council meetings may also be convened by decision of no less than 1/3 of the Council members. Meetings of the Council shall be convened in the order, prescribed in the Council regulations. Meetings of the Council shall be held no less frequently than 4 (four) times per year; the interval between two succeeding meetings of the Council can not be longer than 4 (four) months.”
3) to amend Section 7.8. of the Charter and to arrange it as follows:“7.8. Council shall work following its work regulation, approved by the Council unanimously. Council members have equal rights.”
4) to amend Section 7.10. of the Charter and to arrange it as follows:“7.10. Resolution of the Council is adopted if number of the votes "for" exceeds "against". Resolutions of the Council mentioned in Sections 7.12.5 and 7.12.13 may be adopted if all members of the Council voted “for”. Resolution of the Council to revoke the member of the Board may be adopted if no less than 2/3 Council members, participating in the meeting, vote "for". If Council member cannot participate in the meeting, he can communicate his will - "for" or "against" the resolution with the draft of which he has familiarized - in writing. Resolutions of the Council can be adopted in the way the Council members vote in writing, if neither of the Council members objects. At voting each member has one vote. If number of the votes "for" is equal with "against", Council chairman's vote is decisive. If there is no Council chairman or he doesn't participate in the resolution adoption, if there are equal votes, the resolution is deemed non-adopted. Voting by telecommunication equipment is equal to voting in writing, if text protection is provided and signature is possible to identify.”
5) to amend Section 7.12. of the Charter and to arrange it as follows:
“7.12. The Council shall:
7.12.1. Elect members of the Board and remove them from office, makes recommendations to the Board regarding the candidature for the Chairman of the Board. Prior approval of the Council is necessary to obtain before setting salaries of the Board members who hold other positions in the Bank, Head of the Bank and his deputies, as well as other terms of labour contract. If the Bank works at loss, the Council must consider the suitability of the Board members for their positions;
7.12.2. Elect the members of the Internal Audit Committee;
7.12.3. Supervise activities of the Board and the Head of the Bank;
7.12.4. Supervise the implementation of the plans of the Bank activities, review of Bank’s income and expenses, own investments, capital adequacy , as approved by the Board;
7.12.5. Adopt Council work regulation;
7.12.6. Approve plans of Bank activities, the Annual Budget, as well as any modifications thereto;
7.12.7. Approve all policies in respect of the Bank’s activities, including the risk-management policy;
7.12.8. Approve the strategies for each of the affiliates of the Bank;
7.12.9. Provide the bank with effective internal control system;
7.12.10. Make proposals and comments to the Meeting on the Bank work strategy, the Bank's annual financial statements, the draft of the profit distribution and the report on the Bank's activities as well as activities of the Board and the Head of the Bank;
7.12.11. Approve loan granting policy and set order of borrowing subject to Supervisory Board's approval;
7.12.12. Make proposals to the Board and the Head of the Bank to cancel their resolutions, that contradict the laws and other legal acts, this Charter or resolutions of the Meeting;
7.12.13. Establish the list of the transactions and resolutions, making or implementation of which is subject to Council's approval;
7.12.14. Adopt resolutions, assigned to Council's competence according to the order, approved by the Council; such order shall be adopted by the Council following the laws, this Charter or resolutions of the Meeting;
7.12.15. Consider other matters, subject to its consideration or solution, provided for in the laws of this Charter or in the resolutions adopted by the Meeting.
7.13. Every Council member shall take all the measures available in order the Council solved matters within its province and in order the resolutions were in line with the requirements, set by the legal acts. Council member, failing to execute or executing inadequately this duty or other duties, prescribed in the other legal acts, shall answer in the manner similar to the members of the managing bodies of the Bank according to the laws, Charter and the agreements, made with the Bank.
7.14. The Council shall have no right to assign or delegate its functions to the other bodies of the Bank.
7.15. The Council is entitled to ask the Board and the Head of the Bank to present documents relating to the activities of the Bank.”
6) to authorize Chairman of the Board Algirdas Butkus to sign the amended Charter.
2 issue on the agenda. Election of the Council Members
Draft resolution.To elect into the Council candidates out of the recommended in the Meeting who receive the greatest number of votes.
3 issue on the agenda. The increasing of the authorized capital by additional contributions
1) To increase Bank’s authorized capital by additional contributions of LTL 10.000.000 by issuing 10.000.000 ordinary registered shares of LTL 1 nominal value each.
2) To rate a price of LTL 1.70 per share of the new share issue.
3) To disseminate this share issue only to the Bank’s shareholders on three stages:
- on the first stage that is not shorter than 15 days and not longer than 30 days to disseminate the shares in proportion to the number of shares owned on the Meeting day;
- on the second stage that is not shorter than 15 days and not longer than 25 days to disseminate the rest of the shares in accordance with shareholders’ applications, in proportion to the requested number of shares, reffering to the number of shares owned on the Meeting day;
- on the third stage on the behalf of the Board’s resolution to allow shareholders on request to sign and pay for the shares, signed by the shareholders on the second stage, but did not paid within the fixed period.
4) To assign the Bank’s Board to confirm the specified order of share dissemination and payment and to submit it on the share issue prospectus.4 issue on the agenda. Amendments in the Charter due to the increase of the capital
1 In case all the shares are disseminated within the set period, to amend Section 3.5. of Charter and to arrange it as follows:“3.5. The authorized capital of the Bank is total amount of the par values of all the registered shares. The authorized capital of the Bank is LTL 84720000 (eighty-four million seven hundred twenty thousand). It is divided into 84720000 (eighty-four million seven hundred twenty thousand) ordinary registered shares. Par value of one share is LTL 1 (one).”
2) In case not all the shares are disseminated within the set period, the authorized capital is considered as increased in the amount of nominal value of the signed shares and the Board is assigned to amend Section 3.5 of the Charter.3) to authorize Chairman of the Board Algirdas Butkus to sign the amended Charter.