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Notice of the Annual General Meeting of APB “APRANGA” shareholders

Apranga
·8-min read

By the initiative and the decision of the Board of APB “APRANGA” (legal entity code 121933274, registered at Ukmerges str. 362, Vilnius, hereinafter – the Company) the annual general meeting of the shareholders (hereinafter - the Meeting of the shareholders) will be held on 29th April 2021 at 11:00 a.m.

With reference to Resolution No. 1226 of the Government of the Republic of Lithuania of 4 November 2020 (taking into account later amendments), a quarantine is announced in the Republic of Lithuania and respective mandatory quarantine regime is established, which is constantly updated and changed. The duration of quarantine and respective restrictions at the day of this notice is extended until 30 April 2021. Given the fact that under the established quarantine conditions, organized gatherings of people in a public place for a certain period of time are prohibited at a pre-determined time, shareholders will be able to express their will on the Meeting of the shareholders agenda issues only by filling in and submitting general ballot papers to the Company in advance in accordance with the procedures and terms specified in this notice and provisions of legal acts of the Republic of Lithuania. In case quarantine release measures are adopted before the date of the Shareholders' Meeting, due to which the physical organization of the meeting would be allowed, the Company will inform the shareholders about the conduct of the meeting and the applied security measures in a separate notice.

The accounting date for the Meeting of the shareholders is 22nd April 2021 (only the persons who are shareholders of the Company at the end of accounting day of the Meeting of the shareholders or persons authorized by them, or the persons with whom shareholders concluded the agreements on the disposal of voting right, shall have the right to vote at the Meeting of the shareholders).

The rights accounting day is 13th May 2021 (property rights shall be held by the persons who will be shareholders of the Company at the end of the tenth working day after the Meeting of the shareholders having adopted the respective decision).

Meeting of the shareholders place is the registered office of the Company at an address: Ukmerges str. 362, Vilnius.

Meeting agenda:

1. Consolidated annual report on the activities of the Company in 2020.
2. Auditor's report on the Company’s financial statements and annual report.
3. Approval of the consolidated and Company’s financial statements for the year 2020.
4. Company's profit (loss) allocation for the year 2020.
5. Election of firm of auditors and establishment of the terms of remuneration for audit services.
6. Re-election of Audit committee members.
7. Removal of the members of the Board of the Company Mr. Rimantas Perveneckas and Mr. Marijus Strončikas.
8. Election of two independent members of the Board of the Company.
9. Amendment of the Articles of Association of the Company and authorization to sign the new wording of the Articles of Association to the General Director of the Company.
10. Amendment of the Company's remuneration policy.
The Company is not providing the possibility to attend and vote at the Meeting of the shareholders through electronic means of communication.

Draft resolutions and other information. Draft resolutions on each Meeting of shareholders agenda item, the documents to be submitted to the Meeting of shareholders and information, which is related to the implementation of the shareholder rights, not later than 21 days prior to the Meeting of shareholders will be available in the “Investors” section of the Company’s website http://www.aprangagroup.lt. Due to the difficult situation and the establishment of quarantine restrictions at the state level, access to this information at the Company's registered office will not be possible.

Proposals to supplement the agenda of Meeting of the shareholders. Shareholders holding shares that grant at least 1/20 of all votes shall have the right of proposing to supplement the agenda of the Meeting of the shareholders. Draft resolutions on the proposed issues shall be submitted together with the proposal or, if resolutions are not needed to be approved, explanations on each proposed issue of the Meeting of the shareholders shall be presented. Proposal to supplement the agenda must be presented in writing sending it by email teisininkai@apranga.lt or by a registered mail to the Company, address: Ukmerges str. 362, LT-14311, Vilnius. The agenda shall be supplemented if the proposal will be received not later than 14 days before the Meeting of the shareholders, i.e. until 15th April 2021 17:00 pm. In case the agenda of the Meeting of the shareholders is supplemented, the Company shall inform on these proposals not later than 10 days before the Meeting of the shareholders in the same ways as on the convening of the Meeting of the shareholders.

Proposals of draft resolutions. Shareholders holding shares that grant at least 1/20 of all votes shall have the right of proposing draft resolutions on the issues already included or to be included in the agenda of the Meeting of the shareholders, additional candidates to members of the Company board, the audit company. The proposed draft resolutions shall be presented in writing sending them by email teisininkai@apranga.lt or by a registered mail to the Company, address: Ukmerges str. 362, LT-14311 Vilnius. Given that the voting on the agenda of the Meeting of the shareholders will take place only in writing, by filling in and submitting general ballot papers to the Company in advance, we propose to submit new draft resolutions as soon as possible so that they are properly included in the general ballot paper and other shareholders have a real opportunity to vote on them. We propose to submit draft resolutions within the deadlines for supplementing the agenda of the Meeting of the shareholders, as provided for in the column above.

Questions on issues of the agenda of Meeting of the shareholders. The Shareholders have a right to submit to the Company questions related with issues of the agenda of Meeting of the shareholders in advance and in writing sending them by email teisininkai@apranga.lt or by registered mail. In order to identify the shareholder, the shareholder shall indicate name and surname or company’s name and personal identification code (of natural person) or company`s code of the legal person. The Company must respond if the questions are received not later than 3 working days before the Meeting of the shareholders. The Company shall not respond personally to shareholder‘s questions if respective information is provided in Company‘s website http://www.aprangagroup.lt.

Voting. Due to the quarantine restrictions in force, the shareholders of the Company will be able to express their will on the issues on the agenda of the Meeting of the shareholders only by filling in and submitting the general ballot papers to the Company in advance. We propose to fill in the general ballot papers after the deadline for proposals of the agenda of the Meeting and the deadline for announcing new items on the agenda, so that the shareholder can speak on all issues on the agenda, if it was supplemented. The general ballot papers are available on the Company's website http://www.aprangagroup.lt. The filled in general ballot paper must be signed by the shareholder or a person authorized by him. If the general ballot paper is signed by a person authorized by the shareholder, a document confirming the right to vote must be attached to it. Duly filled in general ballot papers received before the beginning of the Meeting of the shareholders – 29th April 2021 11 am. will be considered valid. The filled-in general ballot paper, the document confirming the right to vote and the documents proving the identity must be submitted to the Company by sending it by email teisininkai@apranga.lt or registered mail to the address Ukmerges str. 362, 14311 Vilnius.

Upon the shareholder‘s written request (also by email) the Company at least 10 days before the Meeting of the shareholders shall send the general ballot paper by registered mail or email address indicated by the shareholder on free of charge basis. Personally general ballot papers will not be passed to the shareholders at this time.

Power of attorney. Each shareholder has a right pursuant to the procedure established by laws, including by electronic means, to authorize other person to attend and vote on his/her behalf at the Meeting of the shareholders. An authorized person must present a power of attorney issued pursuant to the procedure established by laws, in this case together with a filled-in general ballot paper. The power of attorney issued by natural person must be notarized. The power of attorney issued abroad must be translated to Lithuanian and legalized pursuant to the procedure established by laws. A proxy may be authorized by more than one shareholder and may vote differently in accordance with the instructions given by each shareholder. The Company does not establish special form of power of attorney.

Other. A shareholder holding shares of the Company acquired in his/her own name but in the interests of other persons must disclose to the Company the identity of the final client, the number of shares to be voted with and the content of the voting instructions submitted to him/her or another explanation regarding the participation and voting at the Meeting of the shareholders agreed with the customer.

When all shareholders present at the Meeting have voted bu filling in the general ballot paper, the Chairman and secretary of the Meeting shall not be elected. Accordingly, the documents of the Meeting will be prepared, signed and the announcement will be organized by the Head of the Company - the General Director.

The total number of the Company’s shares and the number of shares granting voting rights during the Meeting of the shareholders is the same and amounts to 55 291 960.

Rimantas Perveneckas
„Apranga“ Group General Manager
+370 5 2390801