Resolutions of the Annual General Meeting of Apranga APB shareholders

The Annual General Meeting of Apranga APB (hereinafter "Company”) shareholders held on 27 April 2018 has resolved the following:

1. Consolidated annual report on the activities of the Company in 2017.

Resolution:

Taken for the information consolidated annual report of the Company for the year 2017, prepared by the Company, assessed by the auditors and approved by the Board.

2. Auditor's report on the Company’s financial statements and annual report.

Resolution:

Taken for the information.

3. Approval of the Consolidated and Company’s financial statements for the year 2017.

Resolution:

Approve the annual Consolidated and Company‘s financial statements for the year 2017 (Annex 1).

4. Company's profit (loss) allocation for the year 2017.

Resolution:

Approve the Company's profit allocation for the year 2017 (Annex 2).

5. Election of firm of auditors and establishment of the terms of remuneration for audit services.

Resolution:

Elect UAB "ERNST & YOUNG BALTIC” as APB APRANGA firm of auditors for the year 2018. Set the amount of the fee payable for audit services for the year 2018 - not more than EUR 23 000 (twenty-three thousand euros) plus VAT. Authorize the Company's General Director to sign the audit services agreement with firm of auditors.

6. Election of board members.

Resolution:

Elect members of the board of the Company for new 4-year term from the candidates
nominated by Company‘s main shareholder (UAB MG Baltic Investment, which
has more than 50% of votes):
6.1. Darius Juozas Mockus;
6.2. Vidas Lazickas;
6.3. Marijus Stroncikas;
6.4. Rimantas Perveneckas;
6.5. Ilona Šimkuniene;
6.6. Ramunas Gaidamavicius.

7. Amendment of the Company’s Articles of Association.

Resolution:

7.1. To amend Article 10.1, 10.2 and 10.3 of the Company’s Articles of Association and word it as follows:
"10.1 The Company’s notice of convocation of the General Meeting shall be published by Manager of the company in the manner defined in the Law on Securities of the Republic of Lithuania.
10.2. The periodical and current information defined in the Law on Securities of the Republic of Lithuania (including disclosure of inside information) which the Company should disclose shall be announced in the manner defined in the mentioned law.
10.3. Other information and notices not indicated in Clause 10.1 and 10.2 which the Company should announce publicly shall be announced in the electronic publication published by the registrar of legal entities for announcement of public notices. In cases when notices cannot be announced in such publication due to technical obstacles, such notices shall be announced in the daily "Lietuvos rytas”."
7.2. To approve to new edition of Company’s Articles of Association according to amendments listed above (Annex 3).
7.3. To authorize the Director General of the Company Rimantas Perveneckas to sign the new edition of Company’s Articles of Association, granting the right to delegate.

8. Change of Company‘s residence address.

Resolution:

8.1. To change Company‘s residence address and register new address at Ukmerges street 362, Vilnius City, Vilnius City Municipality.
8.2. Authorize the Company's Director General to register change of residence address according to applicable laws, granting the right to delegate.

9. Amendment of Charter of Audit Committee.

Resolution:

9.1. To amend Clause 2.8. of the Charter of Audit Committee and word it as follows:

"2.8. Remuneration may be set for Committee members for their activity in the Committee. The amount of remuneration and payment procedure is set by Board."

ENCLOSED:
Annex No.1. Consolidated and Company’s financial statements for the year 2017;
Annex No.2. Company's profit allocation for the year 2017;
Annex No.3. Articles of Association of the Company.

Rimantas Perveneckas

Apranga Group Director General

+370 5 2390801

Attachments

• Annex 2_Profit allocation_2017
• Annex 3_Articles of association
• Annex 1_APG IFRS 2017 EN