Rokiskio Suris — Proxy Solicitation & Information Statement 2018

Apr 4, 2018

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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 27th April 2018 General Meeting of Shareholders
of AB ROKISKIO SURIS

GENERAL VOTING BULLETIN

Information of Shareholder:

Name, family name of Shareholder (natural person); name of Shareholder (juridical person):

Identification Code of Shareholder (natural person); code of Shareholder (juridical person):

Number of shares:

Person entitled to vote on behalf of Shareholder:

Name, date, number of document authorizing the right to vote, and the person undersigned:

Name, family name, identification code of the person entitled to vote on behalf of Shareholder:

Number of shares:

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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.	Debriefed
2.	The Audit Committee report.	To endorse the report of the Audit Committee (attached).			„FOR“	„AGAINST“
3.	The Company's consolidated annual report for the year 2017.	Debriefed with the Company's consolidated annual report for the year 2017 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 2017.	To approve the audited consolidated and company's financial reports for the year 2017 (attached).			„FOR“	„AGAINST“
5.	Allocation of the profit (loss) of the Company of 2017.	To approve the following profit distribution of the year 2017:			„FOR“	„AGAINST“
			Title	kEUR
		1.	Non-distributable profit (loss) at beginning of year	64,584
		2.	Approved by shareholders dividends related to the year 2016	(3,228)
		3.	Transfers from other reserves	2,447
		4.	Non-distributable profit (loss) at beginning of year after dividend payout and transfer to reserves	63,803
		5.	Net profit (loss) of the Company of fiscal year	11,021
		6.	Distributable profit (loss) of the Company	74,824
		7.	Profit share for mandatory reserve	-
		8.	Profit share for other reserves	-
		9.	Profit share for dividend payout *	(3,587)
		10.	Profit share for annual payments (tantiemes) to the Board of Directors, employee bonuses and other as accounted by Profit (loss) statement	1,195
		11.	Non-distributable profit (loss) at end of year transferred to the next fiscal year	71,237
		* it will be allocated 0.10 eur per ordinary registered share. In total to the dividends payout EUR 3,586,797.
6.	Endorsement of the Dividend Policy.	To endorse the Dividend Policy of Rokiskio suris AB (attached).			“FOR”	“AGAINST”
7.	Regarding compounding the reserve to acquire own shares.	At the date of General Meeting of Shareholders, the Company holds an unused reserve of kEUR 7,606 for the acquisition of own shares.Draft resolution:To increase the reserve for the acquisition of own shares up to kEUR 10,850 (ten million eight thousand fifty euros).			“FOR”	“AGAINST”
8.	Regarding purchase of own shares.	The Company's shares shall be acquired under the following conditions:1) Purpose of acquisition of own shares – maintain and increase the price of the company's shares.2) Maximal number of the shares to be			“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 _ dd _ mm 2018

| | | purchased – total value of the Company’s treasury shares may not exceed 1/10 of the Company’s Authorized Capital.
3) Period during which the company may purchase own shares – 18 months from the approval of resolution.
4) Maximal and minimal purchase price per share – maximal purchase price per share is higher by 10 per cent compared to the Company’s share market price at Nasdaq Vilnius Stock Exchange at the time of the resolution’s approval by the Board of Directors in regard with the treasury share acquisition, and the minimal purchase price per share is lower by 10 per cent compared to the Company’s share market price at Nasdaq Vilnius Stock Exchange at the time of the resolution’s approval by the Board of Directors in regard with the treasury share acquisition.
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.
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. | | |
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| 9. | Election of the Company’s auditor and establishment of payment conditions. | To elect an audit company UAB PricewaterhouseCoopers to perform an audit of annual consolidated financial statements for the year 2018 and evaluation of the consolidated annual report 2018 of the Group of AB Rokiskio suris and the Parent Company.
Remuneration for the audit shall be identified by the Board of Directors. The Company’s manager is authorized to sign an agreement with the audit company. | “FOR” | “AGAINST” |