Zemaitijos Pienas - Notification on material event

CORRECTION: Decisions of the Extraordinary General Meeting of Shareholders of AB “ŽEMAITIJOS PIENAS” held on 26 August 2016 and information on execution thereof

Telsiai, Lithuania, 2016-08-29 09:11 CEST (GLOBE NEWSWIRE) -- Decisions of the
Extraordinary General Meeting of Shareholders of AB “ŽEMAITIJOS PIENAS”
(hereinafter, the Company) held on 26 August 2016 (hereinafter, the “Meeting”)
are enclosed hereby. Adopted decisions are related to planned delisting of
shares of the Company from trading on AB Nasdaq Vilnius and non-continuation of
public offering thereof. 



The Company further informs that the Company’s shareholders, who during the
Meeting voted “for” the decisions to delist the shares of the Company from
trading on the regulated market AB Nasdaq Vilnius and not to continue the
public offering of the shares of the Company (unless the respective
shareholders agree that one or several shareholders will discharge this duty on
behalf of other shareholders), will under the procedure set by legal acts
submit the circular of the tender offer aimed at delisting the shares of the
Company from trading on AB Nasdaq Vilnius (hereinafter, the “Tender Offer”) to
the Bank of Lithuania for approval and will implement the indicated tender
offer. Following paragraph 3 of Article 43 of the Law of the Republic of
Lithuania on Securities, during the effective term of this Tender Offer, the
right, but not an obligation, to respond to the Tender Offer and to sell their
shares, held as at 26 August 2016 to the offerees (offeree) will be vested in
the persons, being shareholders of the Company on 26 August 2016, who voted
“against” or who did not vote at the time of taking the decisions to delist the
shares of the Company from trading on AB Nasdaq Vilnius and non-continuation of
public offering thereof. Taking into consideration the indicated provision of
the Law of the Republic of Lithuania on Securities, the offerees (offeree) will
not have an obligation to buy-up the shares of the Company from other persons,
who did not have the Company’s shares as at the close of 26 August 2016 and
which will be acquired after this date. 



After submitting the Tender Offer to buy-up the Company's shares, the
shareholders will be able at their sole discretion either to respond to it and
sell their shares to the offerees (offeree), or not to respond and remain
shareholders of the Company. Persons that do not sell shares of the Company
held by them during the effective term of the Tender Offer will remain
full-fledged shareholders of the Company and will enjoy all rights carried by
the shares that they have now (the voting right, the right to dividends, etc.). 



In case the Tender Offer and the delisting of Company’s shares from trading on
AB Nasdaq Vilnius are implemented and the Bank of Lithuania adopts the decision
on not deeming the Company as the issuer, after the completion of these
processes the Company will continue carrying out the activities it currently
carries out as usual and no changes in the activities of the Company, which
would have an effect on employees and/or shareholders of the Company, are
expected. After the implementation of the indicated processes all the
shareholders of the Company will further remain as owners of their shares and
will be able to purchase and sell the shares of the Company, however, they will
not have a possibility to purchase and sell the shares on AB Nasdaq Vilnius. 


         G. Keliauskas
         Lawyer
         +370 444 22208

Liitteet:

Decision of the general meeting of shareholders.pdf