2015-04-03 08:52:57 CEST

2015-04-03 08:54:00 CEST


REGULATED INFORMATION

Lithuanian English
Apranga - Notification on material event

Draft resolutions of the Annual General Meeting of APB APRANGA shareholders to be held on April 29th, 2015 


Vilnius, Lithuania, 2015-04-03 08:52 CEST (GLOBE NEWSWIRE) -- Draft agenda and
draft resolutions for the Annual General Meeting of APB APRANGA (hereinafter
“Company”) shareholders to be held on April 29th, 2015 proposed by the Board of
the Company: 

1. Consolidated annual report on the activities of the Company in 2014.

Draft resolution:

Taken for the information consolidated annual report of the Company for the
year 2014, 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
2014. 

Draft resolution:

Approve the annual Consolidated and Company‘s financial statements for the year
2014. 

4. Company's profit (loss) allocation for the year 2014.

Draft resolution:

Allocate the Company's profit (loss) for the year 2014 according to the draft
of profit (loss) allocation presented for the Annual General Meeting of
shareholders (Annex 3). 

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

Draft resolution:

Elect UAB “PricewaterhouseCoopers” as APB APRANGA firm of auditors for the year
2015. Set the amount of the fee payable for audit services for the year 2015 -
not more than EUR 26 000 plus VAT. Authorize the Company's CEO to sign the
audit services agreement with firm of auditors. 

6. Regarding the amendment of the Company's Articles of Association.

Draft resolution:

6.1. To amend the Article 3.2. of the Company's Articles of Association as
follows: 

“3.2. The authorized capital of the company shall amount to EUR 16 034 668,40
(sixteen million thirty four thousand six hundred and sixty eight euros, 40
euro cents).” 

6.2. To amend the Article 3.3. of the Company's Articles of Association as
follows: 

“3.3. The authorized capital of the company shall be divided into 55 291 960
(fifty five million two hundred ninety one thousand nine hundred and sixty)
ordinary registered shares with the par value of a share EUR 0,29 (twenty nine
hundredths).” 

6.3. To amend the Article 5.6. of the Company's Articles of Association as
follows: 

“5.6. A notice regarding convening of General Shareholders' Meeting must be
published in the daily paper indicated in the Articles of Association not later
than 21 days before the General Shareholders' Meeting. The documents confirming
that the shareholders have been given notice of the General Shareholders'
Meeting shall be announced at the opening of the Meeting.” 

6.4. To amend the Article 6.11. of the Company's Articles of Association as
follows: 

“6.11. Each member of the Board shall be entitled to initiate convening of the
Board meeting. The Board may adopt resolutions and its meeting shall be deemed
to have taken place when the meeting is attended by 2/3 and more of the members
of the Board. The members of the Board who voted in advance shall also be
deemed to be present at the meeting. The member of the Board shall not be
entitled to vote when the meeting of the Board discusses the issue related to
his/her activities on the Board or the issue of his/her responsibility. The
resolution of the Board shall be adopted if more votes for it are received than
the votes against it. In the event of a tie, the Chairman of the Board shall
have the casting vote.” 

6.5. To amend the Article 10.2. of the Company's Articles of Association as
follows: 

“10.2. A notice regarding convening of General Shareholders' Meeting must be
published by Manager of the company in the daily paper „Lietuvos rytas“ not
later than 21 days before General Shareholders' Meeting date and shall publish
it as material event as specified by laws. Notice regarding convening of
repeated General Shareholders' Meeting shall be published in the daily paper
„Lietuvos rytas“ not later than 5 days before General Shareholders' Meeting
date.” 

6.6. In regard with acting edition of 13th July 2000 Law on Companies of the
Republic of Lithuania No. VIII-1835, to append Article 1.1., Article 3.7. with
new 5) Paragraph, Article 5.12., Paragraph 2) of Article 6.5., Article 6.12.,
Article 7.5. with new 10) Paragraph, to revoke Article 1.4. and Paragraph 7) of
Article's 6.6. of the Company's Articles of Association, to amend Article 2.2.,
Article 5.9., Article 6.9., Paragraphs 2) and 6) of Article's 7.5., Article
9.1., Article 9.5., Article 10.3., Article 10.5. of the Company's Articles of
Association. 

6.7. To approve to new edition of Company's Articles of Association (Annex 5)
according to amendments listed above. 

6.8. To authorize the Director General of the Company Rimantas Perveneckas to
sign the new edition of Company's Articles of Association. 



ENCLOSED:

Annex No.1. Consolidated and Company's annual report, annual financial
statements of the year 2014 and the Auditor's conclusion on the financial
statements; 

Annex No.2. Confirmation of persons responsible for the financial statements;

Annex No.3. Draft of profit (loss) allocation for the year 2014;

Annex No.4. General ballot paper;

Annex No.5. The new edition of Company's Articles of Association.




         Rimantas Perveneckas
         Apranga Group Director General
         +370 5 2390801