Draft resolutions of the Annual General Meeting of APB APRANGA shareholders to be held on April 27th, 2018

Draft agenda and draft resolutions for the Annual General Meeting of APB Apranga (hereinafter "Company”) shareholders to be held on April 27^th, 2018 proposed by the Board of the Company:

1. Consolidated annual report on the activities of the Company in 2017.

Draft resolution:
Taken for the information consolidated annual report of the Company for the year 2017, 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 2017.

Draft resolution:
Approve the annual Consolidated and Company's financial statements for the year 2017.

4. Company's profit (loss) allocation for the year 2017.

Draft resolution:
Allocate the Company's profit (loss) for the year 2017 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 "ERNST & YOUNG BALTIC” as APB APRANGA firm of auditors for the year 2018.
Set the amount of the fee payable for audit services for the year 2018 - not more than EUR 23 000 (twenty-three thousand euros) plus VAT. Authorize the Company's General Director to sign the audit services agreement with firm of auditors.

6. Election of board members.

Draft resolution:
Elect members of the board of the Company for new 4-year term from the candidates
nominated by Company‘s main shareholder (UAB MG Baltic Investment, which
has more than 50% of votes):
6.1. Darius Juozas Mockus;
6.2. Vidas Lazickas;
6.3. Marijus Stroncikas;
6.4. Rimantas Perveneckas;
6.5. Ilona Šimkuniene;
6.6. Ramunas Gaidamavicius.

7. Amendment of the Company’s Articles of Association.

Draft resolution:
7.1. To amend Article 10.1, 10.2 and 10.3 of the Company’s Articles of Association and word it as follows:
"10.1 The Company’s notice of convocation of the General Meeting shall be published by Manager of the company in the manner defined in the Law on Securities of the Republic of Lithuania.
10.2. The periodical and current information defined in the Law on Securities of the Republic of Lithuania (including disclosure of inside information) which the Company should disclose shall be announced in the manner defined in the mentioned law.
10.3. Other information and notices not indicated in Clause 10.1 and 10.2 which the Company should announce publicly shall be announced in the electronic publication published by the registrar of legal entities for announcement of public notices. In cases when notices cannot be announced in such publication due to technical obstacles, such notices shall be announced in the daily "Lietuvos rytas”."
7.2. To approve to new edition of Company’s Articles of Association according to amendments listed above (Annex 4).
7.3. To authorize the Director General of the Company Rimantas Perveneckas to sign the new edition of Company’s Articles of Association, granting the right to delegate.

8. Change of Company‘s residence address.

Draft resolution:
8.1. To change Company‘s residence address and register new address at Ukmerges street 362, Vilnius City, Vilnius City Municipality.
8.2. Authorize the Company's Director General to register change of residence address according to applicable laws, granting the right to delegate.

9. Amendment of Charter of Audit Committee.

Draft resolution:
9.1. To amend Clause 2.8. of the Charter of Audit Committee and word it as follows:

"2.8. Remuneration may be set for Committee members for their activity in the Committee. The amount of remuneration and payment procedure is set by Board."

ENCLOSED:
Annex No. 1. Consolidated and Company's annual report, annual financial statements of the year 2017 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 2017;
Annex No. 4. Draft Articles of Association of the Company;
Annex No. 5. General voting ballot.

Rimantas Perveneckas

Apranga Group Director General

+370 5 2390801

Attachments

• Annex2_Confirmation 2017 EN
• Annex3_Profit allocation 2017 EN_draft
• Annex4_Articles of association_draft
• Annex5_General voting ballot
• Annex1_APG IFRS 2017 EN_draft