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Pieno Zvaigzdes Proxy Solicitation & Information Statement 2011

Apr 4, 2011

2253_dva_2011-04-04_abd31b7f-71f4-41a7-bf53-c47202818880.pdf

Proxy Solicitation & Information Statement

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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

VOTING BULLETIN AT THE ANNUAL GENERAL MEETING OF SHAREHOLDERS 28 April 2011

_______________________________________________________________________________________

Shareholder data:

Shareholder name (legal or natural person):

Shareholder ID (legal or natural person): ______________________________________________________

Number of shares: ________________________________________________________________________

Draft resolutions and voting results (pls. circle your choice):

No Agenda Draft resolution Vote
1. Annual Report. Listened. FOR AGNST ABST.
2. Audit report on the
company's financial
accounts and the
Annual Report
Listened. FOR AGNST ABST.
3. Approval of the IAS
accounts 2010.
Approve Company's audited accounts 2010 FOR AGNST ABST.
4. Profit distribution
and establishment
of reserves
Approve profit distribution and establishment of
reserves of Pieno Zvaigzdes.
(Draft profit distribution attached)
FOR AGNST ABST.
5. Increase of share
capital of Pieno
Zvaigzdes, class of
the new issue of
shares, number, par
value and
acquisition price
Increase share capital of Pieno Zvaigzdes from 54 205
031 Litas to 58 205 031 Litas through a new stock
issue of 4 000 000 common shares at par value of 1
Litas per share. Sales price per one common share
with par value of 1 Litas of the new issue shall be 5
Litas.
The
shareholders
of
Pieno
Zvaigzdes
retain
preemptive rights to acquire the new issues of shares
in proportion to their holdings at the date of account
date.
The
term
through
which
a
shareholder
may
implement preemptive rights is 90 days as of public
announcement at the Legal Registrar.
Public announcement of the preemptive rights and
term to implement it shall be published at the daily
Lietuvos
Rytas,
Company's
internet
site
www.pienozvaigzdes.lt
and
the
Central
base
of
FOR AGNST ABST.
reglamented information.
In case only part of the new issue of shares is
subscribed within the term, the share capital will be
increased by the nominal value of shares subscribed.
As
per
this
decision
the
Company's,
Board
is
amending Articles of Association stating new share
capital and number of shares and will submit
amended
Articles
of
Association
to
the
Legal
Registrar.
6. Amendment of the
Articles of
Association and
approval of the new
wording
As per resolution of this AGM and Company Law on
2000-07-13 No. VIII-1835 approve the following
amendments of the Articles of Association of Pieno
Zvaigzdes:
11. Share capital of the Company is 58 205 031 (fifty
eight million two hundred five thousand thirty one)
Litas.
FOR AGNST ABST.
14. Share capital of the Company is divided into 58
205 031 (fifty eight million two hundred five thousand
thirty one) common share.
27. Public announcements as per Company Law and
other laws are executed through electronic form at
Legal Registrar following terms set by the Company
Law, Civil Code and other legal acts.
Approve new Articles of Association (attached).
Authorise Company's CEO to sign new Articles of
Association of Pieno Zvaigzdes
7. Election of the Elect a candidate to the Board who was given most of FOR AGNST ABST.
8. Board Member
Election of the
the votes
Elect members to the Audit Committee who were
FOR AGNST ABST.
Audit Committee
members
given most of the votes
9. Election of Audit Elect Audit company which has received majority of FOR AGNST ABST.
company the votes for the two years term

Name of the Shareholder (authorised person), signature, stamp, date

______________________________________________________________________________________