Draft resolutions of the Annual General Meeting of APB APRANGA shareholders to be held on April 29, 2021

Draft agenda and draft resolutions for the Annual General Meeting of APB APRANGA (hereinafter “Company”) shareholders to be held on April 29, 2021 proposed by the Board of the Company:

1. Consolidated annual report on the activities of the Company in 2020.

Draft resolution:

Taken for the information consolidated annual report of the Company for the year 2020, 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.

Draft resolution:

Taken for the information.

3. Approval of the Consolidated and Company's financial statements for the year 2020.

Draft resolution:

Approve the annual Consolidated and Company's financial statements for the year 2020.

4. Company's profit (loss) allocation for the year 2020.

Draft resolution:

Allocate the Company's profit (loss) for the year 2020 according to the draft of profit (loss) allocation presented for the Annual General Meeting of shareholders (Annex 3).

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

Draft resolution:

Elect UAB “ERNST & YOUNG BALTIC” as APB APRANGA firm of auditors for the year 2021.

Set the amount of the fee payable for audit services for the year 2021 - not more than EUR 29 000 (twenty-nine thousand euros) plus VAT. Authorize the Company's General Director to sign the audit services agreement with firm of auditors.

6. Re-election of Audit committee members.

Draft resolution:

At the end of the term of office of the Audit Committee of the Company, for a new 4 (four) year term of office to re-elect members to the Audit Committee: Rasa Rulevičiūtė (employee of the Company) and Justina Puškorė (former surname Rasimavičiūtė) (independent member). As a new member of Audit Committee to elect Rita Zakalskienė (independent member), herewith to elect Rita Zakalskienė as the Chairwoman of the Audit Committee.

7. Removal of the members of the Board of the Company Mr. Rimantas Perveneckas and Mr. Marijus Strončikas.

Draft resolution:

To recall Mr. Rimantas Perveneckas, General Director of the Company, and Marijus Strončikas, Member of the Board, from the members of the Board of the Company.

8. Election of two independent members of the Board of the Company.

Draft resolution:

In order to form Company`s Board implementing supervisory functions established in Article 34 Paragraph 11 of the Law on Companies to elect the following independent members of the Board: Gintaras Juškauskas and Jonas Jokštys.

9. Amendment of the Articles of Association of the Company and authorization to sign the new wording of the Articles of Association to the General Director of the Company.

Draft resolution:

To amend the Articles of Association of the Company and to approve the new wording of the Articles of Association (Annex No. 5), authorizing the General Director of the Company to sign the new wording of the Articles of Association. Proposed draft amendment to the Company's Articles of Association:

To supplement Article 6.1 of the Articles of Association with the second sentence and word it as follows:

„6.1. The Board is a collegial management body of the company. The procedure of work of the Board shall be laid down in the rules of procedure of the Board. The Board shall perform the supervisory functions provided for in Paragraph 11 of Article 34 of the Law on Companies.“

To supplement Article 5.1 of the Articles of Association with the second sentence and word it as follows:

„5.1. Competence of General Shareholders‘Meeting shall be same as specified by the Law on Companies. Competence of General Shareholders‘ Meeting shall additionally include adoption of the resolutions on the composition of the Audit Committee of the Company, including the appointment and removal of individual members of the Audit Committee, and approving the charter of the Audit Committee.“

To amend Article 5.6 of the Articles of Association and 7.5 (7) (in order to harmonize the information in the Articles of Association) and word them as follows:

“5.6. A notice regarding convening of General Shareholders' Meeting must be published following the order established in Part X of the Articles of Association not later than 21 days before the General Shareholders' Meeting. The documents confirming that the shareholders have been given notice of the General Shareholders' Meeting shall be announced at the opening of the Meeting.”

7.5. 7) Public announcement of information prescribed by Law on Companies in a source indicated in Articles of Association;”.

10. Amendment of the Company's remuneration policy.

Draft resolution:

To amend the Paragraph “Remuneration of the Management Board Members of the Company” of the Remuneration policy of the Company and word it as follows:

“Remuneration of the Management Board Members of the Company

The Members of the Management Board of the Company are not remunerated for their work at the Board, except for the independent members of the Board.

Independent members of the Board are paid a monthly fixed remuneration for the performance of the duties of a member of the Board, regardless of the number of meetings of the Board per year and is equal to EUR 1,000 (before taxes). Remuneration shall be paid monthly until the relevant independent member of the Management Board holds the position of a member of the Board. The remuneration of an independent member of the Board may be changed or revoked by a decision of the General Meeting of Shareholders of the Company. No other remuneration or a part thereof for work in the Board of the Company for independent members of the Board is determined.

The Members of the Management Board of the Company, who are also employees of the Company, receive remuneration only for the direct duties they perform under the employment contract, i.e. their remuneration for direct functions in the Company and being a Member of the Board (performance of the duties of member of the Board) are not related in any way and are not dependent on each other.

The Members of the Management Board of the Company, who are not employees of the Company but are representatives of the shareholder or related companies are not additionally encouraged, they are not paid for their work in the Management Board of the Company, therefore, such members of the Board perform their duties of a member of the Management Board of the Company free of charge.”

ENCLOSED:

Annex No. 1. Consolidated and Company's annual report, annual financial statements of the year 2020 and the Auditor's conclusion on the financial statements;

Annex No. 2. Confirmation of persons responsible for the financial statements;

Annex No. 3. Draft of profit (loss) allocation for the year 2020;

Annex No. 4. General ballot paper;

Annex No. 5. Draft Articles of Association of the Company;

Annex No. 6. Information on candidates for independent board members.

Rimantas Perveneckas

„Apranga“ Group General Manager

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