Draft resolutions of the Annual General Meeting of Akcinė prekybos bendrovė “APRANGA” shareholders to be held on 30th April 2024

Draft agenda and draft resolutions for the Annual General Meeting of Akcinė prekybos bendrovė “APRANGA” (hereinafter “Company”) shareholders to be held on 30^th April 2024 proposed by the Board of the Company:

1. Consolidated annual report on the activities of the Company in 2023.

Draft resolution:
Taken for the information consolidated annual report of the Company for the year 2023, prepared by the Company, assessed by the auditors and approved by the Board.

2. Auditor's report on the Company's financial statements and annual report.

Draft resolution:
Taken for the information.

3. Approval of the Consolidated and Company's financial statements for the year 2023.

Draft resolution:
Approve the annual Consolidated and Company's financial statements for the year 2023.

4. Company's profit (loss) allocation for the year 2023.

Draft resolution:
Allocate the Company's profit (loss) for the year 2023 according to the draft of profit (loss) allocation presented for the Annual General Meeting of shareholders.

5. Election of the firm of auditors and establishment of the terms of remuneration for audit services.

Draft resolution:
5.1. To elect UAB “ERNST & YOUNG BALTIC” as Akcinė prekybos bendrovė “APRANGA” firm of auditors for the year 2024.
5.2. To set the amount of the fee payable for audit services for the year 2024 - not more than EUR 75 000 (seventy five thousand euros) plus VAT.
5.3. To authorize the Company's General Manager to sign the audit services agreement with the firm of auditors.

6. Amendment of the Articles of Association of the Company and authorization to sign the new wording of the Articles of Association.

Draft resolution:
6.1. To amend the Articles of Association of the Company and to approve a new version of the Articles of Association;
6.2. To authorize the General Manager of the Company or another person duly authorized by him to sign the new version of the Articles of Association and to perform all actions necessary for the implementation of this decision;
6.3. Main changes to the Articles of Association:

To change paragraph 1.4 of the Articles of Association and arrange it as follows:
"1.4. The Company has its own bank accounts, trademarks. and a seal bearing the following requisites: Republic of Lithuania, Vilnius, Akcinė prekybos bendrovė „Apranga“."

To supplement paragraph 6.9 of the Articles of Association with a sub-paragraph 7 and arrange it as follows:
„7) annual budget.“

To supplement paragraph 7.8 of the Articles of Association by adding a second sentence and arrange it as follows:
"7.8. The Chief Executive Officer of the Company shall issue powers of attorney and letters of procuration within his/her remit. The Chief Executive Officer of the Company during his temporary incapacity for work, business trips, annual or other holidays, by his sole decision, has the right to reauthorize another employee of the Company to temporarily perform the duties of the Chief Executive Officer of the Company at that time."

Other amendments to the Articles of Association relate to changes in the provisions of the Law on Companies (the draft Articles of Association (the entire text of the amended Articles of Association) are attached).

ENCLOSED:

Consolidated and Company's annual report, annual financial statements of the year 2023 and confirmation of persons responsible for the financial statements;
Independent Auditor’s report;
Draft of profit (loss) allocation for the year 2023;
Draft of the Articles of Association of the Company;
General voting ballot.

Rimantas Perveneckas
Apranga Group General Manager
+370 5 2390801

Attachments