1. GENERAL PROVISIONS
1.1. The founder of BIGBANK AS branch (the Branch) is Balti Investeeringute Grupi Pank AS, a public limited liability company, established and acting under the laws of the Republic of Estonia, registration No. 10183757, with its registered office at Rüütli 23 Tartu, Estonia 51006 which name on 23 day of January of 2009 has been changed into BIGBANK AS (the Founder or the Company). The Company's data is collected and stored at Rüütli 23, located in Tartu, Estonia.
1.2. The Branch is a division of the Founder. The Branch is not a legal person.
1.3. The Branch manages the property entrusted to it by the Founder; on behalf of the Founder and for its benefit acquires proprietary and non-proprietary rights and obligations within the powers vested to it by the Founder.
1.4. The Founder is liable for the obligations of the Branch and the Branch is liable for the obligations of the Founder.
1.5. The Branch has its own name - BIGBANK AS branch.
1.6. The Branch has its own seal, its letterform, other requisites, and accounts with the banks of the Republic of Lithuania.
1.7. The Founder is liable for the undertakings of the Branch and obligations arising from them.
1.8. The Branch is established and acts under the laws of the Republic of Lithuania, other legal acts and these Statutes. Issues not regulated by these Statutes are governed by the decisions of the Founder and/or the applicable laws.
1.9. The address of the Branch is at Jogailos g. 4, Vilnius, Republic of Lithuania.
1.10. The financial year of the Branch is the calendar year. The financial year of the Branch corresponds to that of the Founder.
2. OBJECTIVES OF THE ACTIVITY OF THE BRANCH
The main objective of the activity of the Branch is aim for profit by effectively and efficiently carrying out its commercial-economic activities and qualitatively serving clients.
3. SUBJECT OF THE ACTIVITY
The Branch is pursuing:
Lending
acceptance of deposits and other repayable funds.
4. RIGHTS AND DUTIES OF THE BRANCH
4.1. The Branch, acting for and on behalf of the Founder and in accordance with the authorization provided by the Founder, has the right and the obligation:
4.1.1. to determine the ways and types of usage of the possessed property;
4.1.2. to establish economic and trade contacts with local and foreign partners, to develop commercial activity;
4.1.3. to set prices, tariffs, salary systems and amounts of services provided by the Branch and other resources, with the exception of the cases when prices and other norms are regulated by the imperative provisions of laws of the Republic of Lithuania;
4.1.4. to buy or otherwise acquire property, also to sell, lease, mortgage or otherwise use it, manage and dispose in it;
4.1.5. to provide those financial services, which it may provide in the Republic of Lithuania under the appropriate permissions and/or licenses, in the Republic of Lithuania and abroad;
4.1.6. to hold one or several accounts with the Lithuanian commercial banks and dispose in funds held in such accounts in accordance with the herein established order, to have own seal and to use it at its own discretion;
4.1.7. to execute transactions and perform them in accordance with the authorization provided herein and in other documents, when seeking for the objectives and carrying out the activities set forth herein;
4.1.8 to adopt the decisions regarding (i) the establishment of the offices of the Branch under the addresses other than the address of Branch, (ii) the approval of the statutes thereof as well as (iii) the termination of the activities of such offices.
4.2. The Branch may also have other rights than those provided herein, if such rights do not conflict with the laws of the Republic of Lithuania and these Statutes, and upon the receipt of the Founder's approval.
5. THE HEAD OF ADMINISTRATION AND THE DEPUTY HEAD OF ADMINISTRATION OF THE BRANCH
5.1. There is a Head of Administration and the Deputy Head of Administration of the Branch. The Founder appoints and dismisses the Head of Administration and the Deputy Head of Administration of the Branch. The Founder establishes the salary and other terms and conditions of employment agreement of the Head of Administration and the Deputy Head of Administration of the Branch, approves his/her job descriptions, motivates him/her or impose disciplinary sanctions.
5.2. The Head of Administration of the Branch organises and manages the business activities of the Branch in accordance with the applicable laws, the Articles of Association of the Founder, these Statutes and the Branch regulations.
5.3. The Head of Administration of the Branch while representing the Branch acts in and defends the interests of the Founder in any and all state and municipality institutions, enterprises and organizations, courts and arbitral tribunals, as well as in relations with other legal and/or natural persons in respect of any questions related to the activities of the Branch. He/she prepares, signs, presents and receives all documents and carries out other requested and proper acts, related to the assignment hereof.
5.4. The Head of Administration of the Branch, inter alia, has the following functions:
5.4.1. to organize and manage the economic-commercial activities of the Branch and be liable for it;
5.4.2. to approve business plans of the Branch, determine the guidelines of the strategy of the Branch activities;
5.4.3. to execute transactions on behalf of the Branch;
5.4.4. to be responsible for the management of the funds of the Branch and the assets transferred by the Founder;
5.4.5. to be responsible for the account of the Branch with the bank, dispose in the funds of the Branch;
5.4.6. to appoint and dismiss employees of the Branch and execute employment contracts with them;
5.4.7. to approve the positions of the employees;
5.4.8. to approve positions to which employees are appointed under the competition;
5.4.9. to approve the purchase order of goods, works and services;
5.4.10. to approve remuneration and incentive schemes for employees of the Branch;
5.4.11. to authorize and commission other persons to carry out the aforementioned actions.
5.5. The functions and powers of the Deputy Head of Administration of the Branch are regulated by the Branch regulations and/or the office regulations of the Deputy Head of Administration of the Branch.
5.6. Prior to execution of the transactions value whereof exceeds EUR 500,000, the Head of Administration of the Branch has to obtain prior consent of the competent bodies of the Founder.
5.7. The Head of Administration of the Branch shall determine information, which shall be kept as the commercial secret of the Branch.
5.8. The Head of Administration of the Branch is entitled to take such other actions (not regulated by these Statutes) if they do not conflict with the objectives of the Branch, and in accordance with the laws of the Republic of Lithuanian.
5.9. The Head of Administration of the Branch and/or the Deputy Head of Administration of the Branch shall have upon the demand of the Founder to inform the latter on the financial-economic situation of the Branch, its activities, the perspectives of its activities, to file all relevant documents and to carry out all orders given by the Founder in relation to the activities of the Branch. The Head of Administration of the Branch shall be responsible for preparation of reports on activities of the Branch. Every month without separate request he shall provide to the founder information on the financial and economic situation of the Branch and its activities.
6. EXCHANGE OF INFORMATION
6.1. All the documents of the Branch have to be drawn up in the Lithuanian language. Issues of the activity of the Branch between the Branch and the Founder shall be communicated in English.
6.2. E-mail or telefax shall be deemed to be legal and valid written information means. Such communications shall be valid since the date of confirmation of their receipt.
6.3. Mandatory publications or announcements of information about the Branch, its activity and/or decisions of the management bodies shall be published in the daily "Lietuvos Rytas".
7. PROPERTY OF THE BRANCH
7.1. The Branch uses, manages, disposes the trusted and otherwise acquired property in accordance with these Statutes.
7.2. Financial accounting and accountability of the Branch and the offices thereof established under the address other than the address of the Branch shall be carried out in the Lithuanian language and in accordance with the laws of the Republic of Lithuania. Financial reports that are to be provided to the Founder shall be drawn up every month in English language.
7.3. Claims of the creditors, arising from the duties of the Branch, shall be firstly settled from the property of the Branch.
8. DURATION OF THE ACTIVITY
The duration of the activity of the Branch is not limited.
9. DISPUTE RESOLUTION
Any disputes arising from the violation of the rights and lawful interests of the Branch shall be governed by the laws of the Republic of Lithuania.
10. LIQUIDATION OF THE BRANCH
10.1. The Branch shall be liquidated by the decision of the Founder or competent state institutions under the terms and order provided by the laws of the Republic of Lithuania.
10.2. The Founder shall appoint the liquidator. The Head of Administration of the Branch shall announce about the liquidation of the Branch in accordance with the procedure and terms provided by the laws of the Republic of Lithuania.
10.3. After the appointment of the liquidator the Head of Administration of the Branch and the Deputy Head of Administration of the Branch shall loose their powers and functions and these functions shall be carried out by the liquidator.
10.4. The liquidator must:
10.4.1. to provide the Register of Legal Persons with the documents and information about the liquidator of the Branch provided in the laws;
10.4.2. to take over the tangible property and intangible values of the Branch, draw up the transfer-acceptance deed, prepare the balance sheet of the Branch, when starting the liquidation procedure;
10.4.3. to perform obligations that arise from the transactions made by the Branch prior to the liquidation, to make new transactions within the limits of its authorization;
10.4.4. to transfer the remaining property of the Branch to the Founder;
10.4.5. to carry out other liquidator's functions;
10.4.6. to draw up the liquidation act and provide it to the Founder;
10.4.7. to deregister the liquidated Branch from the Register of Legal Persons.
10.5. The liquidator is liable to the Founder and third parties for the losses incurred due to its fault under the laws of the Republic of Lithuania.
11. ENTRY INTO FORCE
These Statutes shall enter into force as of the day of their registration in the Register of Legal Persons.
12. AMENDMENTS
Amendments to these Statutes may be made by the decision of the Founder.
Information on the person that established the Branch
Name of the legal entity: BIGBANK AS.
Legal form of the legal entity: public limited liability company.
Address of the legal entity: Rüütli 23 Tartu Estonia 51006.
Field of activity of the legal entity: borrowing and lending transactions, deposit transactions, leasing transactions, other transactions, which are essentially similar to the transactions specified above.
Legal entity code: 10183757
Legal entity VAT payer's code: EE100041383.
Registry: Tartu County Court's registration department.
Supervisory Authority: Estonian Financial Supervision Authority.
The right to appoint and remove management bodies of the Branch, to make decisions regarding the legal status of the Branch belongs to: the Founder (the Founder's Board).
The Bylaws of the Branch was signed on February 6, 2009.
