Resolutions approved by the 27 April 2018 General Shareholders' meeting of Rokiskio suris AB

Resolutions approved by the 27 April 2018 General Shareholders’ meeting of Rokiskio suris, AB (hereinafter "The Company”):

1. Auditor’s findings regarding the consolidated financial reports and annual report.

Debriefed.

2. The Audit Committee report.

Resolved:
To endorse the report of the Audit Committee (attached).

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.

Resolved:
To approve the audited consolidated and company’s financial statements for the year 2017 (attached).

5. Allocation of the profit (loss) of the Company of 2017.

Resolved:
To approve allocation of profit (loss) of the year 2017 (attached).

6. Endorsement of the Dividend Policy.

Resolved:
To endorse the Dividend Policy of Rokiskio Suris AB (attached).

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.

Resolved:
To increase the reserve for the acquisition of own shares up to kEUR 10,850 (ten million eight thousand fifty euros).

8. Regarding purchase of own shares.

Resolved:
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 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.

9. Election of the Company’s auditor and establishment of payment conditions.

Resolved:
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.

Dalius Trumpa
Manager of the Company
+370 458 55200

Attachments

• RS financial statements and annual report 2017 ENG
• Profit allocation 2017
• Report of Audit Committee 2017
• Policy of dividends