Convocation of the 30 April 2019 General Meeting of Shareholders of Rokiskio suris AB

Upon initiative of the Board of Directors of Rokiskio suris AB and the resolution approved on 05/04/2019, on April 30, 2019, at 12:00 hrs it shall be summoned a General Meeting of Shareholders of Rokiskio suris AB (company code 173057512, registered address Pramonės str. 3, Rokiskis) to be held in the company’s head office (Pramonės str. 3, Rokiskis).

Registration starts at 11:00 hrs and lasts until 11:45 hrs.

Accounting day of the general meeting of shareholders – April 23, 2019.

Record day – May 15, 2019.

Draft Agenda of the General Meeting of Shareholders:

1. Auditor’s findings regarding the consolidated financial reports and annual report.

2. The Audit Committee report.

3. The Company’s consolidated annual report for the year 2018.

4. Approval of the consolidated and company’s financial accounting for the year 2018.

5. Allocation of the profit (loss) of the Company of 2018.

6. Regarding purchase of own shares.

7. Election of the Company’s auditor and establishment of payment conditions.

The general meeting of shareholders may be attended and voted by the persons who were shareholders at the end of the meeting accounting date (April 23, 2019) or other persons authorized by actual shareholders, or the persons with whom the voting transference agreement was made.

Participants of the general meeting of shareholders with the voting right should have a document proving their identity. The person, who is not a shareholder, in addition should present a document proving his/her right to vote on the general meeting of shareholders.

Each shareholder shall have a right, in the manner established by the Law, to authorise another (natural or legal) person on his/her behalf to attend and vote at the General Meeting of Shareholders. The authorised person must provide a power of attorney certified in the manner established by the Law. A power of attorney issued in a foreign state must be translated into Lithuanian and legalised in the manner established by the Law. At the General Meeting of Shareholders, an authorised person shall have the same rights as would be held by the shareholder represented by him/her. The Company does not establish special form of power of attorney. The right of shareholder to participate at the general meeting of shareholders also means the right to question.

A shareholder or a person authorised by him/her shall have a right to vote in writing in advance by filling in the General Voting Ballot. The General Voting Ballot shall be placed on the company’s website not later than 21 day before the General meeting at the heading “Investor Relations”. Upon a shareholder's request, the Company, not later than 10 days before the General Meeting, shall send the General Voting Ballot by registered mail free of charge. The filled in General Voting Ballot and the document confirming the voting right (if any) must be submitted to the Company in writing not later than on the last business day before the General Meeting of Shareholders by sending it by registered mail to AB „Rokiskio suris“, Pramones street 3, Rokiskis LT-42150. The Company keeps the right to not account a shareholder’s General Voting Ballot if the General Voting Ballot does not comply with the requirement set by the Law on Joint Stock Companies Article 30 parts 3 and 4, or the ballot is filled misleadingly and it is impossible to read the shareholder’s will for one or another item.

The Company is not providing the possibility to attend and vote at the General Meeting of Shareholders through electronic means of communication.

Each shareholder holding shares that grant at least 1/20 of all votes shall have the right of proposing to supplement the agenda of the General Meeting of Shareholders. Draft decisions on the proposed issues shall be submitted together with the proposal or, if the decisions do not need to be approved, explanations on each proposed issue of the General Meeting of Shareholders shall be presented. Proposal to supplement the agenda must be presented in writing by sending it by registered mail to AB „Rokiskio suris“, Pramones street 3, Rokiskis LT-42150, Lithuania, or by e-mail . The agenda will be supplemented if the proposal is received not later than 14 days before the General Meeting of Shareholders.

Each shareholder holding shares that grant at least 1/20 of all votes shall have the right of proposing draft resolutions on the issues already included in the agenda of the General Meeting of Shareholders, as well as to nominate additional candidates to the company’s management bodies. The proposed draft decisions must be presented in writing by sending them by registered mail to AB „Rokiskio suris“, Pramones street 3, Rokiskis LT-42150, Lithuania, or by e-mail . The shareholders shall also be entitled to propose draft resolutions on the agenda issues of the General Meeting of Shareholders during the Meeting.

The shareholders shall have the right to present questions related to the agenda issues of the General Meeting of Shareholders to the Company in advance in writing. The questions should be sent by e.mail address   not later than 3 business days before the General Meeting of Shareholders. The Company will not respond personally to the shareholder if the respective information is posted on the Company's website.

The Company may refuse to respond to the questions of a shareholder if they are related with the commercial (manufacturing) secret, confidential information, then the shareholder will be informed unless the identity of questioner cannot be identified.

The shareholders could get familiarised with the documents possessed by the Company related to the agenda of the Meeting, including draft resolutions, and other documents to be submitted to the General Meeting of Shareholders as well as to get information regarding execution of the shareholders' rights at the headquarters of AB „Rokiskio suris“, Pramones street 3, Rokiskis LT-42150, Lithuania, or on the company’s website under the heading ‘Investor Relations'.

The total number of shares is 35,867,970 ordinary registered shares. Nominal value of the shares is EUR 0.29 each. ISIN of the Company’s shares is LT000100372.

Number of the shares with voting right – 35,061,653.

The Company has purchased 806,317 treasury shares.

Dalius Trumpa

Company Manager

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