Zemaitijos Pienas - Notification on material event

Regarding convocation of the extraordinary general meeting of shareholders of the company

Telsiai, Lithuania, 2016-09-29 17:00 CEST (GLOBE NEWSWIRE) -- On the initiative
of the shareholder of the company Algirdas Pažemeckas and by the decision of
the Board of AB “ŽEMAITIJOS PIENAS” (registered office Sedos str. 35, Telšiai,
company code 180240752, hereinafter, the “Company”), dated 29 September 2016,
the extraordinary general meeting of shareholders of the Company is being
called on 28 October 2016. 



Meeting place – Public company “Telšiai district business incubator”, meeting
hall, address Sedos str. 34A, Telšiai. 



Meeting starts at 2:00 PM (registration of shareholders starts at 1:00 PM,
registration place – Public company “Telšiai district business incubator”,
meeting hall, address Sedos str. 34A, Telšiai). 



Accounting day of the meeting – 21 October 2016 (only those persons have the
right to participate and vote at the general meeting of shareholders, who will
be the shareholders of the Company at the close of the accounting date of the
general meeting of shareholders, or their authorized persons, or persons, with
whom an agreement on transfer of voting right is concluded). 



Agenda of the meeting:

  1. Change of the par value of the shares of the Company.
  2. Increase of the number of Board members of the Company.
  3. Change of the Articles of Association of the Company.
  4. Establishment of the procedure for sale of own shares of the Company and
     the minimum sale price.
  5. Revocation of the member of the Supervisory Council of the Company.
  6. Election of the member of the Supervisory Council of the Company.
  7. Delisting of the shares of the Company from trading on the regulated market
     AB Nasdaq Vilnius and non-execution of the public offering of the shares of
     the Company.
  8. Granting of authorisations to the Manager of the Company.



The Company does not provide a possibility to participate and vote at the
meeting by electronic means of communication. 



Draft decisions regarding the meeting agenda issues (attached as Annex No. 1),
documents, that are going to be presented to general meeting of shareholders
and information, related to execution of shareholders rights are announced in
accordance to the legislation. 



The shareholders who hold shares carrying at least 1/20 of all the votes may
propose additions to the agenda of the general meeting of shareholders by
submitting with every proposed additional item of the agenda a draft resolution
of the general meeting of shareholders or, when no resolution is required, an
explanation. Proposals on addition to the agenda shall be submitted in writing
or sent by e-mail. Written proposals shall be submitted to the Company on
business days or sent by registered mail at the address of the registered
office of the Company indicated in the notice. Proposals submitted by e-mail
shall be sent to the e-mail info@zpienas.lt. The agenda shall be supplemented
if the proposal is received no later than 14 days before the extraordinary
general meeting of shareholders. If the agenda of the general meeting of
shareholders is supplemented, the Company shall notify on the additions no
later than 10 days before the meeting in the same ways as in the case of
convocation of the meeting. 



The shareholders, who hold shares carrying at least 1/20 of all the votes, at
any time before the general meeting of shareholders or during the meeting, may
propose new draft resolutions on items which are or will be included in the
agenda of the meeting. The proposals may be submitted in writing or sent by
e-mail. Written proposals shall be submitted to the Company on business days or
sent by registered mail at the address of the registered office of the Company
indicated in the notice. Proposals submitted by e-mail shall be sent to the
e-mail info@zpienas.lt. 



The shareholders shall have the right to submit to the Company in advance
questions relating to the items on the agenda of the meeting. The shareholders
may submit their written questions to the Company on business days or sent by
registered mail at the address of the registered office of the Company
indicated in the notice no later than 3 business days before the meeting. The
Company will reply to the questions by e-mail or in writing before the meeting,
except the questions which are related to the Company’s commercial (industrial)
secret, confidential information or which have been submitted later than 3
business days before the meeting. 



During the registration to attend the meeting, shareholders or their authorized
persons shall provide an identity document. Persons authorized by shareholders
shall provide a power of attorney, issued following the requirements of laws.
Power of attorney granted by natural person must be approved by the notary
public. Power of attorney issued in a foreign country must be translated into
Lithuanian and legalized according to requirements of the laws. Authorized
person can be authorized by more than one shareholder and vote differently
according to each shareholders’ orders. 



The Company does not establish a special form of power of attorney. A
shareholder holding shares of the Company, acquired on its own name but on
behalf of other persons, before voting at the general meeting of shareholders
shall disclose to the Company final client’s identity, the number of shares,
which are used to vote and the content of voting instructions provided to him
or any other explanation regarding participation and voting at the general
meeting of shareholders agreed with the client. A shareholder may vote with the
votes granted by the corresponding part of shares differently from the votes
granted by other corresponding shares. 



Shareholder or his authorized person can vote in advance in writing by filling
in the general voting bulletin (attached as Annex No. 2). Under the request of
shareholder, the Company shall send the general voting bulletin by registered
mail or deliver it personally upon signature no later than 10 days before the
meeting. Filled general voting bulletin shall be signed by the shareholder or
his authorized person and provide the documents supporting the power of
attorney. If the general voting bulletin is signed by the shareholder’s
authorized person, the document confirming the right to vote shall be submitted
along with it. Filled general voting bulletin along with supplement documents
(if necessary) shall be submitted to the Company by sending registered mail to
the address of the registered office of the Company, indicated hereby no later
than until the meeting. Draft decisions of the general meeting of shareholders
and other information were announced in accordance to the legislation. 



The shareholders of the Company may familiarise with the draft resolutions of
the meeting and the form of the general ballot bulletin under the procedure
prescribed by laws in the registered office of the Company at Sedos str. 35,
Telšiai, or on the Company’s website at http://www.zpienas.lt/. The following
information and documents shall be provided on the abovementioned internet
website of the Company: 

- the notification on convocation of the meeting;

- total number of the Company’s shares and the number of shares with voting
rights on the convening day of the meeting. 


         Gintaras Keliauskas
         Lawyer
         +370 444 22208

Attachments:

Draft decis En..pdf

Kandidat.29 Lt-En..pdf

Notific.delist En..pdf

Articl.ZP En..pdf

General ballot En..pdf