Apranga Group — Proxy Solicitation & Information Statement 2014

Apr 4, 2014

Name: APB Apranga

Company code: 121933274

Address: Kirtimu str. 51, Vilnius

GENERAL VOTING BALLOT

For Annual General Meeting of APB APRANGA held on 29 April 2014

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

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

Agenda	Draft resolution
Consolidated annual report on the activities of the Company in 2013	Taken for the information consolidated annual report of the Company for the year 2012, 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 2013	Approve the annual Consolidated and Company's financial statements for the year 2013.	FOR	AGAINST
Company's profit (loss) allocation for the year 2013	Allocate the Company's profit (loss) for the year 2013 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 2014. Set the amount of the fee payable for audit services for the year 2014 - not more than LTL 91 000 plus VAT. Authorize the Company's CEO to sign the audit services agreement with firm of auditors.	FOR	AGAINST
Election of board members	Candidates to the Board	Voting „FOR“*
	1. Darius Juozas Mockus
	2. Vidas Lazickas
	3. Marijus Strončikas
	4. Rimantas Perveneckas
	5. Ilona Šimkūnienė
	6. Ramūnas Gaidamavičius

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| | 1. To approve APB APRANGA Audit committee of 2 members for the new 4-year term:
1.1. the deputy of CFO Rasa Rulevičiūtė - the employee of Company’s administration - appointed by the Board of the Company as a member of the Audit committee for the new 4-year term;
1.2. To appoint Daiva Paulavičienė as the independent member of the Audit committee for the new 4-year term.
2. Not to remunerate the independent member of the audit committee | FOR | AGAINST |
| --- | --- | --- | --- |

*Notes:
- Number of votes of a shareholder shall be equal to the amount of shares of a shareholder multiplied by the number of the members of the board to be elected.
- The shareholder shall distribute the votes at his own discretion, giving them to one or several candidates. The number of votes allocated to all candidates shall not exceed the number of votes of a shareholder.

We confirm that we are aware with the agenda and draft resolutions of Annual General Meeting of APB APRANGA held on 29 April 2014. 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 2014.

(Shareholder)

Represented by ___

Acting according to ___

Date ____ 2014.