AB Akola Group

M&A Activity • Apr 22, 2022

OPINION ON THE ANNOUNCED OFFICIAL OFFERS OF THE BOARD OF THE COMPANY WHEREOF SHARES ARE COVERED BY THE OFFICIAL OFFERS

The Board of Joint-stock company Linas (legal form - joint-stock company, registered office address S. Kerbedžio str. 23, Panevėžys, Lithuania, legal entity code 147689083, VAT payer code LT476890811, data is collected and stored in the register of legal entities, registered capital 6,971,307, EUR 10 (six million nine hundred and seventy-one thousand three hundred and seven euros and 10 cents)) (hereinafter - the Company), having analyzed the information of noncompetitive official offers (hereinafter – the Official offers) announced by the official offeror UAB "Verslo dizainas" (legal entity code 302529076) (hereinafter – the Offeror) in its meeting held on April 22, 2022 adopted the below decision:

1. Board's opinion on the offer.

The Board of the Company (hereinafter – the Board) has positive attitude towards the Official offers announced by the Offeror. In the opinion of the Board, the prices of the Official Offers at which the shares of the Company are purchased have been determined correctly. All the information required by law in the Official offers circulars is correct.

2. The Board's opinion on the Offeror's plans and intentions related to the company whereof shares are covered by the offer:

2.1. Possible influence of the offer implementation on the interest of the company;

The Offeror intends to continue current key activities of the Company and therefore, the implementation of the Official offers, in the Board opinion, will not affect the Company's interests.

2.2. Effect of employment conditions;

The Offeror has not planned any changes in the employment policy with regard to the employees and therefore the Board considers implementation of the Officials offers as having no effect on employment conditions.

2.3. Effect on the number of employment ;

In the Board's opinion, implementation of the Official offers will not affect the number of the Company's employees.

2.4. Opinion about the Offeror's strategic plans and their influence on the number of employees and business locations.

The Offeror has no intention to shake-up the Company (change its management structure), reform, reorganize or wind-up the Company and therefore, in the Board's opinion, the Offeror's strategic plans will not undergo changes with regard to the Company and this will not influence the number of employees and its business locations.

3. The Board's opinion on the purchase price of the securities of the company whereof shares are covered by the offer.

The prices of the Official offers - 0,20 EUR (twenty euro cents) and 0,226 EUR (two hundred and twenty-six thousandths of a euro) per 1 (one) ordinary registered share of EUR 0.29 nominal value of the Company, in the Board's opinion, are correct and established reasonably.

4. The Board's recommendations to the owners of the securities on the company with regard to which the offer was given: arguments supporting the offer acceptance of rejection. If no such recommendations are given, the reasons for the such absence of recommendations should be laid down.

The Board has no recommendations to shareholders of the Company with regard to the acceptance or rejection of the Officials offers given by the Offeror. In the Board's opinion where there are no recommendations, every shareholder of the Company may unrestrictedly and his/her will to decide on the transfer of his shares.

5. Information about whether there is any written agreement on the official implementation of the offer between the Offeror and the Board (its members) of the company whereof shares are covered by the offer.

There is no agreement at this kind.

6. Information about whether there is any written agreement on joint management policy between the Offeror and the Board (its members) of the company whereof shares are covered by the offer .

There is no agreement at this kind.

7. Information about how many shares granting the Offeror's voting rights and votes at the General Meeting has the company whereof shares are covered by the offer.

The Company has no shares granting the voting rights and votes at the General Meeting of the Offeror.

8. Information about how many shares granting the Offeror's voting rights and votes at the General Meeting have the members of the management bodies of the company whereof shares are covered by the offer.

The members of the Company's management bodies have no shares granting the voting rights and votes at the General Meeting of the Offeror.

9. Number of the board members and their voting results:

9.1. The number of the board members provided for the Articles of Association on the company whereof shared covered by the offer;

The Board consists of 3 (three) members.

9.2. Number of the board members who attended the meeting;

3 (three) members of the Board are attended in meeting.

9.3. The number of members voted for the board's opinion;

3 (three) members voted for the Board's opinion.

9.4. The number of members voted against the board's opinion.

None.

10. Other information at the board's discreation.

The Board has not given any other information.

Joint stock company "LINAS"

Chairmen on the Board Egidijus Mikeliūnas

Signature date: April 22, 2022