Rokiskio Suris

AGM Information • Apr 8, 2024

Draft resolutions of the General Meeting of shareholders of Rokiskio suris AB to be held on 30 April 2024:

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

2. The Audit Committee report.

Draft resolution:

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

3. The Company's consolidated annual report for the year 2023.

Debriefed with the Company's consolidated annual report for the year 2023 which is prepared by the Company, assessed by the Auditor and approved by the Board of Directors. (Attached).

4. Approval of the consolidated and company's financial accounting for the year 2023.

Draft resolution:

To approve the audited consolidated and company's financial statements for the year 2023 (attached).

5. Allocation of the profit of the Company of 2023.

Draft resolution:

To approve the following profit distribution of the year 2023:

Title		kEUR
1.	Non-distributed profit (loss) at beginning of year
2.	Approved by shareholders dividends related to the year 2022
3.	Transfers from other reserves	1,167
4.	Allocated for annual payments (tantiemes) for 2022	(33)
5.	Non-distributed profit (loss) at beginning of year after dividend payout and transfer to reserves	80,369
6.	Net profit (loss) of the Company of fiscal year	1,800
7.	Distributable profit (loss) of the Company	82,169
8.	Profit share for mandatory reserve	-
9.	Profit share for other reserves	-
10.	Profit share for dividend payout *	(5,251)
11.	Profit share for annual payments (tantiemes) to the Board of Directors, employee bonuses and other as accounted by Profit (loss) statement	(30)
12.	Non-distributed profit (loss) at end of year transferred to the next fiscal year	76,888

*it will be allocated 0.15 eur per ordinary registered share. In total to the dividends payout EUR 5,251,004.40.

1. Approval of the Companys's Remuneration Report

Draft resolution:

To approve the company's Remuneration Report for 2023, which is a part of AB Rokiškio sūris 2023 annual 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 - following a change in the priorities of the Company's strategic investor, the investor's expressed intention to sell its shares to the Company that issued the shares, and to ensure that all willing shareholders have the opportunity to sell their shares;

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 - treasury shares will not be sold, but will be cancelled by a decision of the General Meeting of Shareholders, reducing the Company's authorised capital.

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 of the own shares, establish an order for purchase 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 10,850 for acquisition of treasury shares. The decision of the General Meeting of Shareholders of April 28, 2023 regarding the acquisition of own shares shall become invalid as of the date of adoption of this resolution.

8. Regarding the approval of the Company's Remuneration Policy

Draft resolution:

To approve the Remuneration Policy of AB Rokiškio sūris.

Antanas Trumpa Board Chairman