Rokiskio Suris — Proxy Solicitation & Information Statement 2013

Apr 4, 2013

ROKISKIO

Residency: Pramonės str. 3, LT-42150 Rokiškis
Code of legal body 173057512, VAT code LT730575113
Data accumulated and stored in the Register for Juridical Bodies

The 26th April 2013 general meeting of shareholders
of Joint stock company „ROKISKIO SURIS“

GENERAL VOTING BULLETIN

Information of shareholder:

Name and family name of shareholder (natural person); name of the shareholder’s juridical person:

Identification Code of shareholder (natural person); code of the shareholder’s juridical person:

Number of shares:

Draft resolutions and voting result (the chosen answer should be circled around):

No.	Agenda	Draft resolutions	Voting results
1.	Auditor’s findings regarding the consolidated financial reports and annual report.	To endorse the auditor’s report. (attached)	„FOR“	„AGAINST“
2.	The Audit Committee report.	To endorse the report of the Audit Committee. (attached)	„FOR“	„AGAINST“
3.	The Company’s annual report for the year 2012.	Debriefed with the annual report for the year 2012 of AB “Rokiškio suris“. (attached)
4.	Approval of the company’s consolidated financial accounting for the year 2012.	To approve the consolidated financial reports for the year 2012. (attached)	„FOR“	„AGAINST“
5.	Allocation of the profit of the Company of 2012.	To approve allocation of the profit of the Company of 2012. (attached)	„FOR“	„AGAINST“
6.	Election of the Company’s auditor and establishment of payment conditions.	To appoint UAB “PriceWaterhouseCoopers“ as an Auditor of JSC Rokiskio suris. The Board of Directors shall establish the fee for the auditor’s work. The Company’s Chief Executive Officer shall sign a contract with the auditor.	„FOR“	„AGAINST“

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(name, family name, signature of shareholder (or another person holding the right to vote with shares) stamp of juridical person)
(date)

| 7. | Regarding purchase of own shares. | 1). To purchase up to 10 per cent of own shares.
2). Purpose of acquisition of own shares – maintain and increase the price of the company’s shares.
3). Period during which the company may purchase own shares - 18 months from the approval of resolution.
4). Maximal purchase price per share set as – EUR 3,475 (LTL 12,00) minimal purchase price per share is set equally to nominal value of share – EUR 0,290 (LTL 1,00).
5). Minimal sales price per share of the treasury shares is equal to the price at which the shares were purchased.
When selling treasury shares it should be established equal opportunities for all shareholders to acquire the company’s shares. Also, it shall be provided the opportunity to annul treasury shares.
6). To authorize the Board of Directors to 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 pursuing the resolutions and requirements of the Law on Joint Stock Companies. | „FOR“ | „AGAINST“ |
| --- | --- | --- | --- | --- |
| 8. | Regarding compounding the reserve to acquire own shares. | Reserve for acquisition of own shares accumulated amounts up to LTL 40 287 thousand (EUR 11 668 thousand). | „FOR“ | „AGAINST“ |
| 9. | Election of independent member of the Audit Committee and establishment of payment conditions. | To elect __(members will be nominated at the meeting) as an independent member of the Audit Committee. The Board of Directors shall establish the fee for the auditor’s work. The Company’s Chief Executive Officer shall sign a contract with the auditor. | „FOR“ | „AGAINST“ |
| 10. | Approval of Audit Committee composition. | To approve the following members of the Audit Committee of AB „Rokiskio suris“: __(members will be nominated at the meeting) | „FOR“ | „AGAINST“ |