2012-04-27 15:21:55 CEST

2012-04-27 15:23:12 CEST


REGULATED INFORMATION

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Zemaitijos Pienas AB - Notification on material event

Resolutions adopted by Žemaitijos pienas, AB Shareholders’ Meeting as of 27/04/2012 


Telšiai, Lietuva, 2012-04-27 15:21 CEST (GLOBE NEWSWIRE) -- 1. The Meeting had
heard of the Company's annual report for the year 2011 (enclosed please find). 

2. The Meeting has heard the audit firm's report on the Company's financial
statements and annual report for the year 2011 (enclosed please find). 

3. The Meeting has heard the Audit Committee's report for the year 2011
(enclosed please find). 

4. The Meeting has d e c i d e d to approve Žemaitijos pienas, AB audited
financial statements for the year 2011 (enclosed please find). 

5. The Meeting has d e c i d e d to approve the following profit (loss)
distribution for the year 2011 (thousand LTL; thousand EUR): 



                                                                Thousan  Thousan
                                                                d LTL    d EUR  
--------------------------------------------------------------------------------
1.  Profit (loss) brought forward in the beginning of the        45,954   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 distributed                        67,983   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    57,983   16,793
     year, transferred to the next financial year                               
--------------------------------------------------------------------------------



        6.     The Meeting has d e c i d e d to form the Reserve for
Acquisition of Own Shares amounted toLTL 10 million (ten million Litas): 

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

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

2) The number of the Company's registered 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 following the date of resolution; 

4) To set the maximum price per own share to be acquired - LTL 3; to set the
minimum price per share to be acquired as equal to the share denomination, i.e.
LTL 1. 

5) Based on the terms and conditions of this resolution and requirements
established by the Republic of Lithuania Company Law, to commit the Board to
determine the detailed procedures and terms for purchase/acquisition of own
shares, taking into consideration the criteria for purchase of own shares as
well as other circumstances established by the Company shareholders'
resolution. In addition, herewith the Board is authorized to perform other
actions insofar as such actions are related to the Company's own shares
acquisition. 










         Gintaras Keliauskas
         lawyer
         +370 444 22208