On 30 March 2012 the sole shareholder of AB DNB Bankas, (hereinafter – the “Bank”) DNB Bank ASA:
1. acknowledged 2011 Consolidated Annual Report of the Bank;
2. approved separate and consolidated financial statements of the Bank of 2011;
3. approved distribution of the profit (loss) of the Bank. It was decided to allocate LTL 77.1 million (EUR 23.5 million) from the Bank’s 2011 net profit of LTL 81 million (EUR 23.5 million) to cover the retained loss for the previous year and transfer LTL193 thousand (EUR 55.9 thousand) to the obligatory reserve. The remaining part of the net profit of LTL 3.7 million ( EUR 1.1 million) shall be transferred to the next financial year.
4. elected closed stock company „Ernst & Young Baltic“ as an audit firm to perform audit of the annual financial statements of the Bank for the year 2012 and authorized the president of the Bank to establish the other terms and conditions of the Agreement on auditing services with audit firm according to the approved by the sole shareholder remuneration amount;
5. approved the amendments of the Bylaws of the Bank:
5.1. Regarding reduction of the number of the Bank’s Supervisory Council members from 7 to 5 and to set the Section 7.1 of Chapter VII of the Bylaws of the Bank to read as follows:
"7.1. The Supervisory Council of the Bank shall be a collegial supervisory body supervising the operation of the Bank. The Chairman of the Supervisory Council shall be in charge of the Supervisory Council. The General Meeting shall elect 5 Members of the Supervisory Council. At such election, every shareholder shall have the number of votes equal to the number of the votes granted by his/her shares multiplied by the number of the Supervisory Council Members to be elected. These votes shall be cast, at the shareholders’ sole discretion, for one or for several candidates. The candidates who receive the greatest number of votes shall be elected. Should the number of the candidates who have received an equal number of votes be greater than the number of the vacancies on the Supervisory Council, a repeat voting shall be held, and in such voting each shareholder shall vote only for one of the candidates who have received the equal number of votes. The Supervisory Council shall be elected for the period of four years."
5.2. Regarding increase of the number of members of the Management Board board from 6 to 7 and to set the Section 8.1 of Chapter VIII of the Bylaws of the Bank to read as follows:
"The Management Board shall be a collegial management body of the Bank consisting of 7 Members. It shall manage the Bank, handle the affairs thereof and represent it, and shall bear the liability for the performance of financial services in accordance with the laws."
5.3. Regarding the simplification of the procedure for the Adoption of the Decisions on the Establishment of the Branches, Representative Offices and Other Individual Outlets of the Bank and on the Termination of Their Operation and to set the Section X of the Bylaws of the Bank to read as follows:
"Section X. The Procedure for the Adoption of the Decisions on the Establishment of the Branches, Representative Offices and Other Individual Outlets of the Bank and on the Termination of Their Operation, the Procedure for the Appointment of the Managers of the Branches and Representative Offices of the Bank
10.1. The Bank shall have the right to establish branches and representative offices in the Republic of Lithuania.
10.2. The Bank shall also have the right to establish other individual outlets of the Bank which provide the financial services.
10.3. The decisions on the establishment, merger and termination of the operation of the branches, representative offices and other individual outlets of the Bank shall be taken by the Management Board. They shall operate in accordance with the laws, other legal acts, the Bylaws of the Bank and the Regulations approved by the Management Board.
10.4. The Bank may establish individual working places and automated points of sale subordinate to the Bank, a branch or any other individual outlet of the Bank in a location the same as or other than the Head Office, the branch or any other individual outlet of the Bank for provision of one or more financial services. The decision on the establishment of individual working places and automated points of sale, termination of the operation and approval of the Regulations thereof (if any) shall be made by the Management Board or a person duly authorised thereby to such extent.
10.5. The Management Board shall establish the procedure for appointment of managers of the branches and representative offices of the Bank and shall approve the candidate managers of the branches and representative offices of the Bank nominated by the President.
10.6. The branches, representative offices and other individual outlets of the Bank may have their seals.
10.7. The transactions made (financial services provided) by the branches and other individual outlets of the Bank including customer self service centres, individual working places and automated points of sale shall be included in the balance sheet of the Bank.
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