Concerning the opinion of the Audit Committee

Siauliu Bankas

Public Limited Company Šiaulių bankas (reg. No. 112025254, registered office address Tilžės g. 149, Šiauliai) hereby informs that on 22 November 2022, the Audit Committee of Šiaulių bankas, having assessed all the information provided by Šiaulių bankas and pursuant to Article 37² of the Law on Companies of the Republic of Lithuania, has decided to issue an opinion on the transaction to be concluded by Šiaulių bankas with a related party, i.e. the intended conclusion of the master agreement regarding merger of Invalda INVL AB retail asset management and life insurance businesses with Šiaulių bankas AB (“Master Agreement”).

Opinion of the Audit Committee of Šiaulių bankas:
       (i)  The Master Agreement and its conclusion are consistent with market conditions (the transaction price for the acquisition of the retail asset management and life insurance businesses of Invalda INVL AB was determined on the basis of the fair value measurement report carried out by the independent financial and tax advisors retained by Šiaulių bankas, ERNST & YOUNG BALTIC UAB, and the transaction price and the financial terms and conditions are consistent with the valuation carried out in accordance with the international practice of valuation of companies, which is generally accepted as allowing the determination and valuation of the price and other financial terms and conditions of the transaction);
       (ii) The process of negotiation of the Master Agreement was in compliance with the requirements of the legislation and market practice. Šiaulių bankas, with the assistance of professional external legal and financial advisors, conducted legal, financial and tax audits. In view of the above, the Master Agreement and its conclusion are fair and reasonable in relation to the shareholders of Šiaulių bankas, who are not parties to the Master Agreement and the transaction contemplated therein.

Additional information:
Tomas Varenbergas
Director of Treasury and Markets
tomas.varenbergas@sb.lt tel. +370 5 203 2200