Pieno Zvaigzdes — Proxy Solicitation & Information Statement 2015

Oct 20, 2015

PIENO ŽVAIGŽDĖS
sveikam gyvenimui

AB "Pieno Zvaigzdes"
Address: Perkunkiemio 3, LT-12127 Vilnius, Lithuania
Company No.: 124665536, VAT No.: LT 246655314
Data kept at the Registrar of Legal Entities

VOTING BULLETIN

AT THE GENERAL MEETING OF SHAREHOLDERS

11 November 2015

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.	Reserve for own shares buy back
Change year 2014 undistributed profit and make 7,000,000 (seven million) euros reserve for own shares buy back.	FOR	AGNST
2.	Buy back the shares of Pieno Zvaigzdes
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,	FOR	AGNST

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PIENO ŽVAIGŽDĖS sveikam gyvenimui

| | 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 week’s weighted arithmetic average of Company's share price at NASDAQ OMX Stock Exchange Vilnius Central Market. The maximum price for the shares to be purchased - 30% higher than last week’s 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 could 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 Management Board 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. | | |
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