Resolutions of the Annual General Meeting of Apranga APB shareholders - Seite 2

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.

Resolution:

1. To supplement Article 6.1 of the Articles of Association with the second sentence and word it as follows:
„6.1.The Board is a collegial management body of the company. The procedure of work of the Board shall be laid down in the rules of procedure of the Board. The Board shall perform the supervisory functions provided for in Paragraph 11 of Article 34 of the Law on Companies.“

To supplement Article 5.1 of the Articles of Association with the second sentence and word it as follows:
„5.1.Competence of General Shareholders‘Meeting shall be same as specified by the Law on Companies. Competence of General Shareholders‘ Meeting shall additionally include adoption of the resolutions on the composition of the Audit Committee of the Company, including the appointment and removal of individual members of the Audit Committee, and approving the charter of the Audit Committee.“

To amend Article 5.6 of the Articles of Association and 7.5 (7) (in order to harmonize the information in the Articles of Association) and word them as follows:
“5.6. A notice regarding convening of General Shareholders' Meeting must be published following the order established in Part X of 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.”
7.5. 7) Public announcement of information prescribed by Law on Companies in a source indicated in Articles of Association;”.

2. To approve the new edition of Company’s Articles of Association according to amendments listed above.
3. To authorize the General Director of the Company Rimantas Perveneckas to sign the new edition of Company’s Articles of Association.

10. Amendment of the Company's remuneration policy.

Resolution:

To amend the Paragraph “Remuneration of the Management Board Members of the Company” of the Remuneration policy of the Company and word it as follows:
“Remuneration of the Management Board Members of the Company
The Members of the Management Board of the Company are not remunerated for their work at the Board, except for the independent members of the Board.
Independent members of the Board are paid a monthly fixed remuneration for the performance of the duties of a member of the Board, regardless of the number of meetings of the Board per year and is equal to EUR 1,000 (before taxes). Remuneration shall be paid monthly until the relevant independent member of the Management Board holds the position of a member of the Board. The remuneration of an independent member of the Board may be changed or revoked by a decision of the General Meeting of Shareholders of the Company. No other remuneration or a part thereof for work in the Board of the Company for independent members of the Board is determined.