OREANDA-NEWS. 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.