Rokiskio Suris — AGM Information 2010

Apr 8, 2010

The draft resolutions prepared by the Board of Directors of AB "Rokiskio suris" for the general meeting of shareholders to be held on 30st April 2010:

1. The Company's annual report for the year 2009.

Draft resolution: To approve the annual report for the year 2009 of AB "Rokiškio sūris".

2. Auditor's findings regarding the consolidated financial reports and annual report.

Draft resolution: To approve the auditor's report.

3. The Audit Committee report.

Draft resolution: To consider the report of the Audit Committee.

4. Approval of the company's consolidated financial accounting for the year 2009.

Draft resolution:

To approve the consolidated financial reports for the year 2009.

5. Allocation of the profit of the Company of 2009.

Draft resolution:

To approve allocation of the profit of the Company of 2009.

1.	Non-distributable profit (loss) at beginning of year	68 993 thou LTL (19 982 thou EUR)
2.	Approved by shareholders dividends related to the year	-
	2008
3.	Transfers to reserves provided by law
4.	Profit share transferred to reserves for acquisition of	-
	own shares
5.	Non-distributable profit (loss) at beginning of year	68 993 thou LTL (19 982 thou EUR)
	after dividend payout and transfer to reserves
6.	Net profit (loss) of fiscal year	14 748 thou LTL (4 271 thou EUR)
7.	Distributable profit (loss)	83 741 thou LTL (24 253 thou EUR)
8.	Profit share for mandatory reserve	364 thou LTL (105 thou EUR)
9.	Profit share for acquisition of treasury shares	15 000 thou LTL (4 344 thou EUR)
10.	Profit share for other reserves	-
11.	Profit share for dividend payout	3 844 thou LTL (1 113 thou EUR)
12.	Profit share for annual payments (tantiemes) to the	2 998 thou LTL (868 thou EUR)
	Board of Directors, employee bonuses and other
13.	Non-distributable profit (loss) at end of year	61 535 thou LTL (17 822 thou EUR)

Allotted for the dividends related to 2009 – LTL 3 844 483,40 (EUR 1 113 439,35) i.e. LTL 0,10 (EUR 0,0029) per share (before taxes).

6. Election of the Company's auditor and establishment of payment conditions.

Draft resolution:

To appoint UAB "PriceWaterhouseCoopers" as an Auditor of JSC Rokiskio suris. The Board of Directors shall establish the fee for the auditor's work. The Company's Chief Executive Officer shall sign a contract with the auditor.

7. Regarding purchase of own shares.

Draft resolution:

1) To purchase up to 10 per cent of own shares.

2) Purpose of acquisition of own shares – maintain and increase the price of the company's shares.

3) Period during which the company may purchase own shares - 18 months from the approval of resolution.

4) Maximal purchase price per share set as – LTL 12, minimal purchase price per share is set equally to nominal value of share – LTL 1.

5) Minimal sales price per share of the treasury shares is equal to the price at which the shares were purchased.

When selling treasury shares it should be established equal opportunities for all shareholders to acquire the company's shares. Also, to provide opportunity to annul treasury shares.

6) To authorize the Board of Directors to organize purchase and sales of the own shares, establish an order for purchase and sales of the own shares, as well as their price and number, and also complete all other related actions pursuing the resolutions and requirements of the Law on Joint Stock Companies.

8. Regarding compounding the reserve to acquire own shares.

Draft resolution:

To compound a LTL 15 000 thousand (fifteen million) litas (EUR 4 344 300) reserve. Total reserve for acquisition of own shares including the reserve already accumulated amounts up to LTL 29 188 thousand (EUR 8 453 thousand).

Board Chairman Dalius Trumpa