Apranga Group — AGM Information 2015

Apr 3, 2015

GENERAL VOTING BULLETIN

For Annual General Meeting of APB APRANGA held on 29 April 2015

				Shareholder (name, surname or legal person's title; personal/legal	Number	of	the shares
person's code)					held

Please strikethrough unnecessary word "FOR" or "AGAINST".

Agenda	Draft resolution
Consolidated annual report on the activities of the Company in 2014	Taken for the information consolidated annual report of the Company for the year 2014, prepared by the Company, assessed by the auditors and approved by the Board.
Auditor's report on the Company's financial statements and annual report	Taken for the information.
Approval of the consolidated and Company's financial statements for the year 2014	Approve the annual Consolidated and Company's financial statements for the year 2014.	FOR	AGAINST
Company's profit (loss) allocation for the year 2014	Allocate the Company's profit (loss) for the year 2014 according to the draft of profit (loss) allocation presented for the Annual General Meeting of shareholders.	FOR	AGAINST
Election of firm of auditors and establishment of the terms of remuneration for audit services	Elect UAB "PricewaterhouseCoopers" as APB APRANGA firm of auditors for the year 2015. Set the amount of the fee payable for audit services for the year 2015 - not more than 26 000 EUR plus VAT. Authorize the Company's CEO to sign the audit services agreement with firm of auditors.	FOR	AGAINST
Regarding the amendment of Company's Articles of Association.	1.1.To amend the Article 3.2. of the Company's Articles of Association as follows: "3.2. The authorized capital of the company shall amount to EUR 16 034 668,40 (sixteen million thirty four thousand six hundred and sixty eight euros, 40 euro cents)." 1.2.To amend the Article 3.3. of the Company's Articles of Association as follows: "3.3. The authorized capital of the company shall be divided into 55 291 960 (fifty five million two hundred ninety one thousand nine hundred and sixty) ordinary registered shares with the par value of a share EUR 0,29 (twenty nine	FOR	AGAINST

hundredths)."
1.3.To amend the Article 5.6. of the Company's
Articles of Association as follows:
"5.6. A notice regarding convening of General
Shareholders' Meeting must be published in the
daily paper indicated in 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."
1.4.To amend the Article 6.11. of the Company's
Articles of Association as follows: "6.11. Each member of the Board shall be entitled
to initiate convening of the Board meeting. The
Board may adopt resolutions and its meeting shall
be deemed to have taken place when the meeting
is attended by 2/3 and more	of the members of the
Board. The members of the Board who voted in
advance shall also be deemed to be present at the
meeting. The member of the Board shall not be
entitled to vote when the meeting of the Board
discusses the issue related to his/her activities on
the Board or the issue of his/her responsibility.
The resolution of the Board shall be adopted if
more votes for it are received than the votes
against it. In the event of a tie, the Chairman of
the Board shall have the casting vote."
1.5.To amend the Article 10.2. of the Company's
Articles of Association as follows:
"10.2. A notice regarding convening of General
Shareholders' Meeting must be	published by
Manager of the company in the daily paper
"Lietuvos rytas" not later than 21 days	before
General Shareholders' Meeting date and shall
publish it as material event as specified by laws.
Notice regarding convening of repeated General
Shareholders' Meeting shall be published in the
daily paper "Lietuvos rytas" not later than 5 days
before General Shareholders' Meeting date."
1.6.In regard with acting edition of 13th July 2000
Law on Companies of the	Republic of
Lithuania No. VIII-1835, to append Article	1.1.,
Article 3.7. with new 5) Paragraph, Article 5.12.,
Paragraph 2) of Article 6.5., Article 6.12., Article
7.5. with new 10) Paragraph, to revoke Article and Paragraph 7) of Article's	1.4. 6.6. of the Company's
Articles of Association, to amend Article 2.2.,
Article 5.9., Article 6.9., Paragraphs 2) and 6) of
Article's 7.5., Article 9.1., Article 9.5., Article 10.3., Article
10.5. of the Company's Articles of Association.
1.7.To approve to new edition of Company's Articles
of Association according to amendments listed
above.
1.8.To authorize the Director General of the Company
Rimantas Perveneckas to sign the new edition of
Company's Articles of Association.

We confirm that we are aware with the agenda and draft resolutions of Annual General Meeting of APB Apranga held on 29 April 2015. So as Shareholder of APB Apranga we can express our will in advance in written on matters of this Annual General Meeting. Given this in written expressed our will on the General Meeting's agenda it should be considered that Shareholder ________________________ participated in Annual General Meeting of APB Apranga held on

29 April 2015.

(Shareholder)

Represented by _______________________________________ Acting according to ___________________________________

_________________________________________

Date ___________ 2015.