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Rokiskio Suris

Proxy Solicitation & Information Statement Jun 5, 2024

2242_agm-r_2024-06-05_21a2fda4-37cb-44a2-93e8-8224118d3edc.pdf

Proxy Solicitation & Information Statement

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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 27 June 2024 General Extraordinary Meeting of Shareholders of AB ROKISKIO SURIS

GENERAL VOTING BALLOT

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. Reduction of the To reduce the authorised capital of Rokiskio
Company's authorised suris AB by EUR 1 040 171.13 (one million FOR AGAINST
capital by cancelling the forty thousand one hundred and seventy-one
Company's repurchased euro
and
13
cents)
by
cancelling
the
shares. Company's 3 586 797 (three million five
hundred
and
eighty-six
thousand
seven
hundred and ninety-seven) ordinary registered
shares, with a nominal value of EUR 0.29
each.
After cancellation of its own bought-in shares,
2.
Approval
of
the
new
2.1. To approve the new version of the
FOR
AGAINST
version of the Company's
Articles of Association of the Company.
Articles of Association.
2.2. To authorise the Director of Rokiskio
suris AB, Dalius Trumpa, to sign the new
version of the Articles of Association of
Rokiskio suris AB.
3.
Acquisition of the
Acquire treasury shares in the Company on
FOR
AGAINST
Company's own shares.
the following terms:
3.1 The purpose of the acquisition of
treasury shares is to reduce the Company's
authorised
capital
by
cancelling
treasury
shares. Following a change in the priorities of
the Company's strategic investor, this investor
has expressed a wish to sell any remaining
unsold shares to the Company, which issued
the shares in the first place, as well as to
ensure that all interested shareholders have
the opportunity to sell their shares;
3.2. the maximum number of shares that
may be purchased - the total nominal value of
the Company's treasury shares, together with
the nominal value of other treasury shares
already held, may not exceed 1/10 of the
Company's authorised capital;
3.3 The period within which the Company
may acquire its own shares shall be 18
months from the date of this Decision;
3.4. maximum and minimum purchase
price of shares - the maximum purchase price
of one share shall be EUR 2.94 per ordinary
registered share of Rokiskio suris AB. The
minimum purchase price per share shall be
EUR 1.98 per ordinary registered share of
Rokiskio suris AB.
3.5 Procedure for the sale of treasury
shares and minimum sale 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.
3.6. to instruct the Management Board of
the Company, in accordance with the terms
2 page
__________
the authorised capital of Rokiskio suris AB
shall amount to EUR 9 361 540.17 (nine
million three hundred and sixty-one thousand
five hundred and forty euros and 17 cents)
divided into 32 281 173 (thirty-two million
two hundred and eighty-one thousand one
hundred
and
seventy-three)
ordinary
registered shares with a nominal value of
EUR 0.29 per share.
and conditions set out in this Decision and the
requirements
of
the
Law
on
Joint-Stock
Companies of the Republic of Lithuania, to
make
decisions
on
the
purchase
of
the
Company's
own
shares,
to
organise
the
purchase of the Company's own shares, to
determine the procedure and timing of the
purchase of the Company's own shares, the
number of shares and the price of the shares
and to carry out any other actions relating to
the acquisition and sale of the Company's
own shares.
The Company has an unused reserve of EUR
9 943 thousand for the acquisition of own
shares.

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

Date _____ dd __________ mm 2024

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