Zemaitijos Pienas AB - Notification on material event

The Board of JSC „Žemaitijos pienas“has decided to present the following projects of the decisions to be considered

Telšiai, Lithuania, 2011-03-21 16:33 CET (GLOBE NEWSWIRE) -- 
1. To hear out annual report of the Company (attached);
2. To hear out conclusion of the auditor of the Company regarding the suit of
financial reports of the Company as well as annual report (attached); 
3.To approve audited suit of financial reports of the Company of 2010;

4. To approve allocation of the profit (loss) of the Company of 2010
- Non-allocated profit-loss at the beginning of reported financial year is
37.872 thousand litas, (10.968 thousand EUR) 
- Net profit (loss) of the reported financial year is 18.582 thousand litas,
(5.382 thousand EUR); 
remittance of backlog -,
contributions of shareholders for covering the loss of the Company (if part of
the loss is decided to be covered by the shareholders) - total allocated profit
(loss) is 56.454 thousand Lt, (16.350 thousand EUR), 
-part of profit allocated to mandatory backlog -,
-part of profit of the Company allocated to backlog for procurement of own
shares 5.000 thousand Lt, (1.448 thousand EUR), 
- part of profit allocated to other backlogs -,
- part of profit allocated to pay dividends -,
- part of profit allocated for paying annual payoffs (profit sharing) for the
members of the Board and members of Council of the beholders, for employees'
bonus and for other purpose -, 
- non-allocated profit (loss) at the end of reported financial year that is
transferred to next financial year 51.454 thousand Lt, (14.902 thousand EUR). 
-By allocating profit of 2009 and 2010 years, the backlog of 15 mil. Lt
(fifteen millions Litas), (4.34 mil. EUR) (four millions three hundreds forty
thousand euro) for procurement of own shares. 

5. Conditions on procurement of own shares.

- Aim of procurement of the shares - maintain and increase the price of shares
of the Company; 
-Number of ordinary nominal shares of the Company to be purchased - up to 10
percents of authorized capital of the Company, i.e. up to 4 837 500 units; 
- term, during which the Company is able to purchase own shares - up to 18
months from the date, when decision is taken; 
- setting maximal price of the share of purchasable own shares - 3 Lt and
setting minimal price of the shares being purchased as equal to price of
nominal value of one share, i.e. 1 Lt; 
-Under conditions provided by following decision and the requirements that
provided by Law on Joint Stock Companies of the Republic of Lithuania, to
enable the Board of the Company to set more detailed conditions and order of
purchasing/procurement of own shares, with respect to criterions provided by
decision of the shareholders and other considerations. The Board of the Company
is authorized by following decision also to take other actions insofar, as
these are concerned with procurement of own shares. 

6. Partial addition/emendation of statute by following clauses of the statute:

“7.42. The Board elects and recalls Chief-executive of the COMPANY. The Board
accepts to candidacies of assistants, proposed by Chief-executive of the
COMPANY as well as to candidacies to positions, to which the employees are
accepted by tender. 

7.42.1. The Board elects Production director, Commercial director, Finance
director, Logistics directors, also Stuff and Law directors within the scope of
the term of its liabilities (tenure)”. 

7. Regarding recalling the members of the Board and Council of the beholders
and election of new members. 
7.1. The proposal is to recall Council of the beholders of the Company and
several its members: Romusas Jarulaitis, Artūras Kanapienis, Robertas
Pažemeckas and offer to elect new ones: Romusas Jarulaitis, Robertas Pažemeckas
and _______________________; 

7.2. The proposal is to recall the Board of the Company and several its
members, and commit the Council of the beholders, as newly approved, to elect
and approve new members of the Board; 

8. Regarding recalling of independent member of Audit committee and approval of
the new members; 
8.1. Recall independent member of Audit committee Sigitas Ertmanas and the
members Viktorija Kungytė and Asta Šliogerienė and offer new
members___________________ as independent member of Audit committee and
_____________________________, _____________________________, as members of
Audit committee. 

9. Isolation of laboratory by committing the Board of the Company to implement
conditions and the order of isolation as well as other provisions concerned
with isolation of laboratory. 

10. Isolation of transport division by committing the Board of the Company to
implement conditions and the order of isolation as well as other provisions
concerned with isolation of transport division. 

11. Providing services of Centralist Accounting.

12. Other questions.


         The Lawer
         Gintaras Keliauskas
         tel. + 370 - 444 22208

Attachments:

2010reportEN.pdf

2010 codexEN.pdf

2010 comn f. persEN.pdf

2010fin.EN.pdf