Rokiskio Suris — Proxy Solicitation & Information Statement 2019

Apr 5, 2019

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 30 April 2019 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:

Draft resolutions and voting result (please tick the alternative you choose):

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

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3.	The Company’s consolidated annual report for the year 2018.	Debriefed with the Company’s consolidated annual report for the year 2018 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 2018.	To approve the audited consolidated and company’s financial reports for the year 2018 (attached).		☐ FOR	☐ AGAINST
5.	Allocation of the profit (loss) of the Company of 2018.	To approve the following profit (loss) distribution of the year 2018:		☐ FOR	☐ AGAINST
		Title	kEUR
		1. Non-distributable profit (loss) at beginning of year	74,824
		2. Approved by shareholders dividends related to the year 2017	(3,587)
		3. Transfers from other reserves	1,883
		4. Profit share allocated for acquisition of treasury shares	(3,244)
		5. Non-distributable profit (loss) at beginning of year after dividend payout and transfer to reserves	69,876
		6. Net profit (loss) of the Company of fiscal year	(75)
		7. Distributable profit (loss) of the Company	69,801
		8. Profit share for mandatory reserve	-
		9. Profit share for other reserves	-
		10. Profit share for dividend payout *	(3,506)
		11. Profit share for annual payments (tantiemes) to the Board of Directors, employee bonuses and other as accounted by Profit (loss) statement	-
		12. Non-distributable profit (loss) at end of year transferred to the next fiscal year	66,295
* it will be allocated 0.10 eur per ordinary registered share. In total to the dividends payout EUR 3,506,165.30.
6.	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 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. 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		☐ FOR	☐ AGAINST

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| | | 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.
The company has accumulated a reserve of kEUR 10,850 for acquisition of treasury shares. | | |
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| 7. | 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 2019 and evaluation of the consolidated annual report 2019 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 |

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

Date __ dd __ mm 2019

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