Pieno Zvaigzdes

AGM Information • Apr 30, 2013

AB "Pieno Zvaigzdes" Address: Perkunkiemio 3, LT-12127 Vilnius, Lithuania Company No.: 1246 65536, VAT No.: LT 246655314 Data kept at the Registrar of Legal Entities

Resolutions of Annual General Shareholders' Meeting of Pieno Zvaigzdes AB

Annual Meeting of Shareholders of Pieno Zvaigzdes AB took place on 30 April 2013 at corporate headquarters at Perkunkiemio 3, Vilnius, Lithuania, company code 1246 65536, VAT code LT 246655314, data kept and stored at Legal Registrar.

Annual shareholders meeting resolutions:

N	Agenda	Resolution
o
1.	Annual Report.	Listened.
2.	Audit report on the company's financial accounts and the Annual Report	Listened.
3.	Approval of audited financial statements 2012.	Approve Company's audited financial statements 2012.
4.	Company's profit distribution	Approve profit distribution (attached).
5.	Election of Audit company	Elect KPMG Baltics as an auditor for the next two years (2013 – 2014) and set LTL 85 000 (VAT exclusive) remuneration for the each financial year. Company's CEO is authorized to sign audit agreement.
6.	Election of the Audit Committee members	Elected members to the Audit Committee for the next year: Jūratė Zarankienė (independent member, chairman of the committee); Danutė Kairevičienė (member of the committee)
7.	Shares buyback	Buy back the shares of Pieno Zvaigzdes AB through the submarket of official proposal at NASDAQ OMX AB Vilnius, in accordance to the rules governing this market, without approving the circular at Lithuanian Bank Supervisory Board. a) The purpose of share buy back- to stabilize the Company's share price, increase liquidity of shares and avoid a losses due to decreased share price; b) The maximum number of shares to be purchased - the nominal value of shares to be purchased altogether with already purchased shares shall not exceed 1/10 of nominal capital; c) the period during which the joint stock company may acquire its own shares - 18 months; d) the minimum price of the shares to be purchased - 30% lower than last weeks weighted arithmetic average of Company's share price at<br>NASDAQ OMX Stock Exchange Vilnius Central Market. The maximum<br>price for the shares to be purchased -<br>30% higher than last weeks

	weighted arithmetic average of Company's share price at NASDAQ OMX
	Stock Exchange Vilnius Central Market.
	e) The order of selling own shares and the minimum selling price: the
	minimum selling price is not less than 2/3 of the share purchasing price.
	In order to ensure equal opportunities for all shareholders to acquire
	shares that were bought back, shares will be sold at Stock Exchange
	Central Market or at auction, informing all shareholders about such
	auction timing and the order through public announcement.
	According to the decision of this Annual General Shareholders' Meeting
	and Article No. 54 of Joint Stock Companies Law of Republic of
	Lithuania, the Company's CEO is authorized to take all decisions,
	related to share buyback timing, determining price as well as decisions
	on acquired shares selling time, price and order as well as to solve any
	other issues, which are not covered by this authorization.

PROFIT DISTRIBUTION

(Approved by annual shareholders meeting, April 30, 2013)

Items	Amount (in Litas)	Amount (in EUR)
Profit brought forward from the end of previous year	8.993.770	2.604.776
Financial year profit (loss)	29.066.229	8.418.162
Transfers from reserves	13.040.000	3.776.645
Profit to be appropriated	51.099.999	14.799.583
Appropriation of profit:
– dividends *	27.298.930	7.906.317
– management board bonus	700.000	202.734
– own shares buy back reserve	10.000.000	2.896.200
– to social activities reserve	2.500.000	724.050
Profit ( loss) to be carried forward at the end of the financial year	10.601.069	3.070.282

* 0,55 LTL (0,16 EUR) per share.

15 May 2013 is the account day for the shareholders' rights, i.e. persons who are shareholders by the end of this day will have the right to profit sharing (dividend).