Rokiskio Suris

AGM Information • Apr 8, 2025

Draft resolutions of the General Meeting of shareholders of Rokiskio suris AB to be held on 30 April 2025:

1. Auditor's findings regarding the consolidated financial reports and management report. Debriefed.

2. The Audit Committee report.

Draft resolution:

To endorse the report of the Audit Committee (attached).

3. The Company's consolidated management report for the year 2024.

Debriefed with the Company's consolidated annual report for the year 2024. (Attached).

4. Approval of the consolidated and company's financial accounting for the year 2024.

Draft resolution:

To approve the audited consolidated and company's financial statements for the year 2024 (attached).

5. Allocation of the profit of the Company of 2024.

Draft resolution:

To approve the following profit distribution of the year 2024:

	Title	kEUR
1.	Non-distributed profit (loss) at beginning of year	82,169
2.	Approved by shareholders dividends related to the year 2023	(5,251)
3.	Transfers to reserve for own shares purchase	(6,300)
4.	Allocated for annual payments (tantiemes) for 2023	(33)
5.	Non-distributed profit (loss) at beginning of year after dividend payout and transfer to reserves	70 585
5.	Net profit (loss) of the Company of fiscal year	21 302
6.	Distributable profit (loss) of the Company	91 887
7.	Profit share for mandatory reserve	-
8.	Profit share for other reserves	-
9.	Profit share for dividend payout *	(6,283)
10.	Profit share for annual payments (tantiemes) to the Board of Directors, employee bonuses and other as accounted by Profit (loss) statement	(45)
11.	Non-distributed profit (loss) at end of year transferred to the next fiscal year	85,559

*it will be allocated 0.20 eur per ordinary registered share. In total to the dividends payout EUR 6,283,980.

1. Approval of the Companys's Remuneration Report

Draft resolution:

To approve the company's Remuneration Report for 2024, which is a part of AB Rokiškio sūris 2024 management report (attached).

7. Regarding purchase of own shares.

Draft resolution:

The Company's shares shall be acquired under the following conditions:

7.1. Purpose of acquisition of own shares – maintain and increase the price of the Company's share price;

7.2. Maximal number of the shares to be purchased – total value of the Company's treasury shares including the nominal value of already owned shares may not exceed 1/10 of the Company's Authorized Capital.

7.3. Period during which the company may purchase own shares – 18 months from the approval of resolution.

7.4. Maximal and minimal purchase price per share - the maximum purchase price per share is EUR 2.94 per ordinary registered share of AB "Rokiškio sūris". The minimum purchase price per share shall be EUR 1,98 per ordinary registered share of Rokiškio sūris AB.

7.5. Procedure of selling the treasury shares and minimal sales price – The Company's treasury shares might be cancelled upon a resolution of the general meeting of shareholders or sold under a resolution of the Board of Directors provided the minimal sales price is equal to the acquisition price, and the procedure will ensure equal opportunities for all shareholders to acquire the company's shares.

7.6. Following the conditions set herewith and the requirements of the Law on Companies of the Republic of Lithuania, to authorize the Board of Directors to accept resolutions regarding purchase of the Company's own shares, organize purchase and sales of the own shares, establish an order for purchase and sales of the own shares, as well as their price and number, and also complete all other related actions.

The company has accumulated a reserve of kEUR 9,943 for acquisition of treasury shares. The decision of the General Meeting of Shareholders of April 30, 2024 regarding the acquisition of own shares shall become invalid as of the date of adoption of this resolution.

8. Election of the Company's auditor and establishment of payment conditions

Draft resolution:

8.1 To appoint the audit firm BDO auditas ir apskaita UAB, legal entity code 135273426, registered office address: K.Baršausko g. 66, Kaunas, to perform the audit of the annual consolidated and separate financial statements of Rokiškio sūris AB Group and Parent company and evaluation of Consolidated management report, including sustainability information, for the years 2025 and 2026.

8.2 To authorise the Director of the Company to enter into audit services agreements at the price agreed between parties, but not exceeding 138,000Euro

9. Election of the Company's Audit Committee members

Draft resolution:

Kęstutis Gataveckas (independent member), Vidmantas Pečiura (independent member) and Dalia Zdaneviečienė (employee of AB Rokiškio sūris finance dep.) were elected as members of the Audit Committee for a 4-year term. To determine the remuneration for the work and to sign contracts with the members to authorize the Board and the Director of the company respectively.

Antanas Trumpa Board Chairman