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SRS: Regarding draft resolutions of the general meeting of shareholders

Spekuliantai.lt | 2010-03-10 | NASDAQ OMX biržų naujienos | perskaitė: 1192
Raktiniai žodžiai: Bankas Snoras AB, SRS
SRS: Regarding draft resolutions of the general meeting of shareholders

Bankas Snoras AB Notification on material event 10.03.2010

Regarding draft resolutions of the general meeting of shareholders

Draft resolutions, approved by the Bank SNORAS Management board. During General
meeting of shareholders, shareholders will be asked to approve following draft
resolutions:

1. Item of Agenda: Annual report on the bank's performance in 2009.
Annual report on activities during 2009 to be heard (see appendix No. 1). The
resolution on this issue is not adopted.

2. Item of Agenda: The auditor's report
The resolution on this issue is not adopted.

3. Item of Agenda: Consideration and approval of the financial statement of the
Bank for the year 2009.
Project of the decision: To approve the audited financial statement of AB Bank
SNORAS for 2009 (see appendix No. 2).

4. Item of Agenda: Concerning remuneration to the Supervisory Council members.
Project of the decision: Taking into consideration the present economic and
financial situation both in the country and worldwide, which made an impact on
the bank's activity result, the remuneration shall not be paid to the members
of the Supervisory Board.

5. Item of Agenda: Adoption of a resolution on the appropriation of Bank's
profit earned in 2009.
Project of the decision: To approve AB Bank SNORAS profit distribution for 2009
(see appendix No. 3).

6. Item of Agenda: Election of the firm of auditors and settlement of the terms
of payment for the audit services.
Project of the decision:
6.1. To appoint UAB “Ernst & Young Baltic” company to audit the consolidated
semi-annual (1 half of 2010) and 2010 annual financial accountability of AB
Bank SNORAS and the bank companies' group.
6.2. To set up the sum (without VAT) not exceeding LTL 420,000 to pay for the
auditing services of the consolidated 2010 annual financial accountability of
AB Bank SNORAS and the bank companies' group.
6.3. To authorize Naglis Stancikas, the First Vice President of the bank, to
negotiate concerning the conditions and cost of paying for the auditing
services, not exceeding the sum indicated in clause 4.4.2 of the decision as
well as to represent the bank while signing the agreement with the auditing
company UAB “Ernst & Young Baltic”.

7. Item of Agenda: Concerning partial change of the bank's Articles of
Association
Project of the decision:
7.1. To add a third sentence to clause 6 of XII section “The Bank's Supervisory
Council/Board” of the Articles of Association and to express this whole clause
as follows:
“6. The Bank's Supervisory Council may adopt decisions and its meetings shall
be deemed to have taken place if they are attended by at least a half of the
members of the Bank's Supervisory Council. Members of the Bank's Supervisory
Council who voted in advance shall be deemed to have participated in the
meeting. A member of the Supervisory Council shall be entitled to give an
authorization of a simple written form to another member of the Supervisory
Council who would represent him while voting at the Supervisory Council
meeting. A decision of the Bank's Supervisory Council shall be deemed to have
been adopted when more votes are received for than against it. A decision to
remove one of the members of Board of the Bank may be adopted if 2/3 of members
of the Bank's Supervisory Council participating in the meeting voted for such
decision.”
7.2. To change clause 10 of XIII section “The Board of the Bank” of the
Articles of Association and to express this clause as follows:
“10. Any member of the Board shall have a right to convene a Board meeting. The
Board shall adopt decisions and the meeting shall be held valid if it is
attended by 2/3 of the members and more. The members who have voted in advance
shall be considered participating in the meeting. A member of the Board shall
be entitled to give an authorization of a simple written form to another member
of the Bank's Board who would represent him while voting at the Board meeting.
A decision shall be deemed adopted when more votes are received for than
against it. A board member shall have no right to vote while at the meeting is
considered the issue related to his Board activities or his liability.”
7.3. To establish that these changes to the Articles of Association are
submitted for registration together with the changes to the Articles of
Association, which were approved during the extraordinary general shareholders'
meeting that was held on 05 November 2009.
7.4. To authorize Raimondas Baranauskas, the President of AB Bank SNORAS, to
sign the changes to the Articles of Association of AB Bank SNORAS and to
represent AB Bank SNORAS in all institutions and organizations while
registering the changes to the Articles of Association of AB Bank SNORAS
approved at the ordinary general shareholders' meeting on 31 March 2010. The
authorization shall be granted with the right to transfer the authorization.

8. Item of Agenda: Concerning the adoption of resignation of the Bank
Supervisory Board member.
Project of the decision:
To accept the resignation of Maksim Anchipolovsky, a member of the Supervisory
Board of the Bank, from his position as a member of the Supervisory Board of
the Bank.

9. Item of Agenda: Concerning the election of the Bank Supervisory Board
member.
Hans Berndt was proposed as a candidate for a member in the Supervisory Board -
he is a citizen of Germany and since 1997 till 2008 he had worked in the group
of Parex Banka: as the advisor to the bank's Management Board, the bank's
representative in Frankfurt am Main, since 2000 - as a deputy chairman of Parex
Banka Supervisory Board. He is a lawyer by profession.
Project of the decision:
9.1. A new member of the Supervisory Board shall be elected till the end of
the valid term of office of the Supervisory Board.
9.2. The authorizations to the newly elected member of the bank's Supervisory
Board shall be provided, they shall commence their activity only in that case
and since the moment when the Bank of Lithuania grants him the permit for
membership in the Supervisory Board.



1. snoraspriedas2eng.pdf
(https://newsclient.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmentId=296149)
2. snoraspriedas3eng.pdf
(https://newsclient.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmentId=296150)
3. snoraspriedas1eng.pdf
(https://newsclient.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmentId=296148)

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