2012-04-06 07:56:45 CEST

2012-04-06 07:58:01 CEST


BIRTINGARSKYLDAR UPPLÝSNINGAR

Zemaitijos Pienas AB - Notification on material event

The Board of AB Žemaitijos Pienas proposes the following draft resolutions for the General Meeting of 27 April, 2012 


Telšiai, Lithuania, 2012-04-06 07:56 CEST (GLOBE NEWSWIRE) -- 06-04-2012



1) Auditor's Report on the Consolidated Financial Statements and Annual Report

                      Proposed draft resolution:

To approve the Auditor's Report (attached).



2) document is electronically signed

Proposed draft resolution:

To approve the Audit Committee's Report (attached).



3) Company's Annual Report for the year 2011

                      Proposed draft resolution:

                      To listen to Consolidated Annual Report for the year 2011
that is prepared by the Company, evaluated by the auditor and approved by the
Board (attached). 



                      4) Approval of the Consolidated Financial Statements for
the year 2011 

                      Proposed draft resolution:

To approve the audited Consolidated Financial Statements for the year 2011
(attached). 



                      5) Approval of the Company's income (loss) distribution
for the year 2011 

                      Proposed draft resolution:

                                            To approve the following
distribution of Company's profit (loss) for the year 2011: 





                                                                Thousan  Thousan
                                                                d LTL    d EUR  
--------------------------------------------------------------------------------
1.  Profit (loss) brought forward in the beginning of the        45.953   13.309
     reporting year                                                             
--------------------------------------------------------------------------------
2.  Net profit (loss) of the current financial year               9.029    2.615
--------------------------------------------------------------------------------
3.  Transfers from reserves                                      13.000    3.765
--------------------------------------------------------------------------------
4.  Total profit (loss) to be appropriated                       67.982   19.689
--------------------------------------------------------------------------------
5.  Share of profit allocated to the Reserve for Acquisition     10.000    2.896
     of Own Shares                                                              
--------------------------------------------------------------------------------
6.  Share of profit to pay dividends                                  0        0
--------------------------------------------------------------------------------
7.  Share of profit for annual payments (bonuses) to the              0        0
     members of the Board and the Supervisory Board                             
--------------------------------------------------------------------------------
8.  Share of profit for employee bonuses                              0        0
--------------------------------------------------------------------------------
9.  Profit (loss) brought forward at the end of the reporting    57.982   16.793
     year, transferred to the next financial year                               
--------------------------------------------------------------------------------



                      6) Regarding the formation of the Reserve for Acquisition
of Own Shares 

                      Proposed draft resolution:

                               To form Reserve for Acquisition of Own Shares
amounted to LTL 10 million (ten million Litas) 

                               1. To set conditions for the acquisition of own
shares: 

                               1) The purpose of share acquisition - to
maintain and increase the Company's share price; 

2) The number of the Company's ordinary shares to be acquired - up to 10% of
the Company's authorized capital, i.e. 4.837.500 shares; 

3) The period within which the Company may acquire its own shares - up to 18
months from the date of the decision-making; 

4) To set the maximum price per own share to be acquired - LTL 3; and to set
the minimum acquisition price per own share equal to its nominal value, i.e.
LTL 1. 

5) To commit the Board to determine the procedure and terms for purchase and
sale of the own shares, as well as to perform other actions relating thereto in
compliance with the terms set forth in this resolution as well as in accordance
with the requirements established  in the Law on Companies of the Republic of
Lithuania. 



                      7) Other issues






         Gintaras Keliauskas
         Lawyer
         +370-444 22 208