TABLE OF CONTENTS
1. REPORTING TERM OF THE PREPARED REPORT 3
2. KEY INFORMATION OF THE ISSUER 3
3. INFORMATION ON THE ISSUER'S DAUGHTER ENTERPRISES AND SUBSIDIARIES 3
4. CHARACTERIZATION OF THE ISSUER'S BASIC BUSINESS 4
5. CONTRACTS WITH FINANCIAL BROKERS 5
6. TRADE ON ISSUER'S SECURITIES BY STOCK EXCHANGE AND OTHER ORGANISED MARKETS 5
7. AUTHORIZED CAPITAL OF THE ISSUER 5
8. LIMITATION ON TRANSFERENCE OF SECURITIES 5
9. SHAREHOLDERS 6
10. SHAREHOLDERS' RIGHTS 6
11. SHAREHOLDERS WITH SPECIAL CONTROL RIGHTS AND DESCRIPTION OF THE RIGHTS 7
12. ALL LIMITATIONS OF VOTING RIGHTS 7
13. ALL AGREEMENTS BETWEEN SHAREHOLDERS 7
14. EMPLOYEES 7
15. PROCEDURE FOR AMENDMENTS OF THE ARTICLES OF ASSOCIATION 9
16. TRANSACTIONS WITH RELATED PARTIES AND SIGNIFICANT AGREEMENTS 10
17. KEY CHARACTERISTICS OF THE SECURITIES LAUNCHED TO THE PUBLIC TRADING 10
18. SECURITIES LISTED ON THE OFFICIAL TRADING LIST 10
19. CAPITALIZATION OF SECURITIES 11
20. THE GROUP'S AND PARENT COMPANY AUDITED CONSOLIDATED FINANCIAL ACCOUNTS FOR THE YEAR 2010 14
21. INFORMATION ON PURCHASE OF ISSUER'S OWN SHARES 14
22. LEGAL GROUNDS OF THE ISSUER'S PERFORMANCE 15
23. BELONGING TO THE ASSOCIATED ORGANIZATIONS 15
24. BRIEF DESCRIPTION OF THE ISSUER'S HISTORY 15
25. PRODUCTION, DESCRIPTION OF PRODUCTION CAPACITIES, AND IMPLEMENTATION OF NEW PRODUCTS 17
26. SALES AND MARKETING 20
27. PURCHASE OF RAW MATERIAL 23
28. RISK FACTORS RELATED WITH THE ISSUER'S PERFORMANCE 23
29. INVESTMENT PROJECTS IMPLEMENTED DURING THE LAST 3 FISCAL YEARS 28
30. FUTURE PLANS, FORECASTS AND INVESTMENTS ENVISAGED IN 2010 30
31. DIVIDENDS PAID 30
32. MANAGEMENT BODIES OF THE ISSUER 31
33. MEMBERS OF COLLEGIAL BODIES 32
34. INFORMATION ON OBSERVANCE OF THE COMPANY MANAGEMENT CODEX 35
35. INFORMATION ON THE PUBLICLY ANNOUNCED DATA 36
35. INFORMATION ON THE PUBLICLY ANNOUNCED DATA AFTER THE END OF FISCAL YEAR 41
37. INFORMATION ON AUDIT 42

38. PERFORMANCE STRATEGY AND EVALUATED CHANGES IN THE NEAREST FISCAL YEAR .......... 42

1. Reporting term of the prepared report

The consolidated annual report is prepared for the year 2010.

2. Key information of the issuer

Name of the issuer: Joint stock company "Rokiskio suris". Legal base: Joint Stock Company. Address – Pramones str. 3, LT 42150 Rokiskis, Republic of Lithuania. Telephone: +370 458 55 200, fax +370 458 55 300. E-mail address: [email protected] Website: www.rokiskio.com Registered in on 28th February 1992 by the Authorities of Rokiskis region. Re-registered in on 28th November 1995 by the Ministry of Economy of the Republic of Lithuania. Company code 173057512. Manager of registry of legal entities – State company "Registru centras". The authorized capital of AB "Rokiskio suris" equals to LTL 38 444 894. There are 38 444 894 shares. Nominal value per share equals to LTL 1 (one litas).

3. Information on the issuer's daughter enterprises and subsidiaries

As at 31st December 2010, the consolidated group (hereinafter the "Group") consists of the Parent Company AB "Rokiskio suris", two branches, four subsidiaries and one joint venture. The following tables introduce the subsidiaries and branches:

	Actively performing as				Share of the group
		at 31st December			(%) as at 31st
		2010			December 2010
Branches	2010	2009	Subsidiaries	2010	2009
Utenos pienas	Yes	Yes	UAB "Rokiškio pienas"	100,00	100,00
Ukmergės pieninė	Yes	Yes	PK "Žalmargė"	100,00	100,00
			UAB "Skirpstas"	100,00	100,00
			UAB "Batėnai"*	-	100,00
			SIA Jekabpils piena kombinats	50,05	50,05
			SIA Kaunata*	60,00	-
			Joint venture
			UAB "Pieno upės"	50,00	50,00

* The subsidiaries are not consolidated with the Group due to their insignificance.

Subsidiaries of AB "Rokiškio sūris":

UAB "Rokiskio pienas" legal address: Pramonės g. 8, LT - 28216 Utena. Company code: 300561844. AB "Rokiškio sūris" happens to be its founder and the only shareholder having 100 per cent of shares.

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UAB "Skirpstas" legal address: Mindaugo g.38, LT-82001 Radviliškis. Company code: 171344353.

Dairy cooperative "Žalmargė" legal address: Kalnalaukio g.1, Širvintos. Company code: 178301073.

Latvian company SIA Jekabpils piena kombinats (company code 45402008851, legal address: Akmenu iela 1, Jekabpils, Latvija LV-5201).

Latvian company SIA Kaunata (company code 42403003695, legal address: Rezeknes novads, Kaunatas pagast, LV- 4622).

Latvian company SIA Kaunata acquired in 2010.05.22. This subsidiary's figures are not included in consolidated statement of Rokiskio Suris AB Group due to its insignificance and SIA Kaunata is not directly depended from Rokiskio Suris AB (no intercompany transactions are performed).

Co-controlled company:

UAB "Pieno upės", legal address: Sandėlių g. 9, Kaunas. Company code: 135027862.

Branches of AB "Rokiškio sūris":

a) Utenos pienas (Company code: 110856741, Pramonės g. 8, LT-28216 Utena);
b) Ukmergės pieninė (UAB Rokiskkio Pienas) (Company code: 182848454, Kauno g. 51, LT-20119, Ukmergė).

4. Characterization of the issuer's basic business

Basic business of the group of "Rokiškio sūris":

♦ Dairying and cheese production (EVRK 10.51);

Basic business of AB "Rokiškio sūris" is production and sales of fermented cheese, whey products, and skim milk powder.

Daughter enterprises:

Basic business of UAB "Rokiškio pienas" production and sales of fresh dairy products (fluid milk, kefir, sour milk, butter, curds, fresh cheese, sour cream, chocolate coated curds dessert, desserts).

Basic business of UAB "Skirpstas" is purchase of raw milk.

Basic business of KB "Žalmargė" is purchase of raw milk.

Basic business of Jekabpils piena kombinats SIA – production of fermented cheese and sales of raw milk. Kaunata SIA sales raw milk to Jekabpils piena kombinats SIA.

Co-controlled company:

Basic business of UAB "Pieno upės" is purchase of raw milk.

Branches of AB "Rokiškio sūris":

Basic business of AB "Rokiškio sūris" branches Utenos pienas and Ukmergės pieninė is purchase of raw milk.

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5. Contracts with financial brokers

On 24th December 2003, AB "Rokiškio sūris" made a contract with UAB FMĮ "Baltijos vertybiniai popieriai" (Gedimino pr.60, Vilnius) regarding administration of shareholders of AB "Rokiškio sūris". On 15th January 2007, the financial company changed its name into UAB FMĮ "Orion securities" (A.Tumėno str. 4 , LT-01109 Vilnius).

6. Trade on issuer's securities by stock exchange and other organised markets

38 444 894 ordinary registered shares of AB "Rokiškio sūris". Nominal value per share LTL 1 (one litas). (VVPB symbol RSU1L; ISIN code – LT0000100372). Total nominal value equals to LTL 38 444 894.

AB "Rokiškio sūris" shares are traded on Vilnius Stock Exchange NASDAQ OMX Vilnius are the shares are listed on the Official Trading List. The Company was included on the trading lists on 25th July 1995.

The Company's shares are traded on the comparative index of Baltic countries in OMX Baltic Benchmark.

As from 22nd November 2010, trade by the Company's shares is made in euros on Stock Exchange NASDAQ OMX Vilnius.

7. Authorized capital of the issuer

As at 31st December 2010, the Authorized capital of AB "Rokiškio sūris":

Type of shares	Number of shares	Nominal value, LTL	Total nominal value, LTL	Share of
				authori zed capital (%)
Ordinary registered shares	38 444 894	1	38 444 894	100,00

All shares of AB "Rokiškio sūris" are paid-up, and they are not subject to any limitations of transference.

8. Limitation on transference of securities

There are no limitations to be applied to the block of shares nor any regulations according to which an agreement with the company or other owners of securities is required.

9. Shareholders

Total number of shareholders (as at 31.12.2010) – 5.655 shareholders.

The shareholders having or owning over 5 percent of the issuer's authorized capital (as at 31.12.2010):

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Name, surname Name of company	Address	Proprietary rights With associated persons
		Number of shares	Share of the capital %	Share of votes %	Share of the capital %	Share of votes %
UAB "Pieno pramonės investicijų valdymas"	Pramonės g. 3, Rokiškis Lithuania	13 322 647	34,65	37,14	57,31	61,43
Antanas Trumpa	Sodų 41a, Rokiškis Lithuania	6 578 370	17,11	18,34	57,31	61,43
Skandinaviska Enskilda Banken AB clients	Sergels Torg 2, 10640 Stockholm, Sweden	4 560 713	11,86	12,72	-	-
Swedbank clients	Liivalaia 8, Tallinn Estonia	2 505 612	6,52	6,99	-	-
AB "Rokiškio sūris"	Pramonės g.3, Rokiškis, Lithuania	2 576 924	6,70	-	-	-

10. Shareholders' rights

Shareholders have the following non-economic rights:

to attend the general meetings of shareholders;
based on the rights provided with the shares to vote on the general meetings of shareholders;
according with Part 1 of Article 18 of the Law on the Joint Stock Companies to obtain information on the company's operations;
to address the court requesting to bring an action of damages against the company if the damage was caused by noncompliance or inadequate compliance with duties of the company manager and board of directors as stated by the Law on Joint Stock Companies of the Republic of Lithuania or other laws, as well as the Articles of Association and or in any other cases as stated by the Lithuanian Laws;
other non-economic rights established by the Lithuanian Laws.

Shareholders have the following property rights:

to receive a certain portion of the Company's profit (dividend);
to receive a certain portion of the company's funds when its authorized capital is decreased in order to pay out the fund to shareholders;

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to receive shares without payment if the authorised capital is increased from the funds of the Company;
to have priority in acquiring the newly issued shares or convertible bonds of the Company unless the General Meeting of the Shareholders resolves to waive such right complying with the applicable Law;
to lend to the Company as determined by the Laws of the Republic of Lithuania, the company however cannot mortgage its assets when borrowing from shareholders. When the company borrows from shareholders the interest cannot exceed the average interest rate of the local commercial banks on the day of contracting. In this cae the company and shareholders must not agree regarding the higher rate of interest;
to receive a portion of assets of the Company in liquidation;
other property rights established by the Lithuanian Laws.

The rights identified by points 1, 2, 3 and 4 are provided to the persons who were the company's shareholders at the end of the tenth working day after the corresponding general meeting of shareholders.

11. Shareholders with special control rights and description of the rights

There are no shareholders with special control rights.

12. All limitations of voting rights

As at 31st December 2010, AB "Rokiškio sūris" acquired 2 576 924 units of own shares. The shares are without voting right. It makes 6,70 % of the Authorized capital of AB "Rokiškio sūris". There are no other shares with limited voting rights.

13. All agreements between shareholders

The issuer is not aware of any agreements between shareholders which would restrict transference of securities and (or) voting rights.

14. Employees

Group's structure of AB "Rokiškio sūris"

AB "Rokiškio sūris" Group's (hereinafter The Group) management structure is formed in line with the key functions such as Sales, Production, Finance management, Milk procurement, Logistics, Central services, and Development. The Functional Directors condition and develop the Group's strategy, tactics and targets in accordance with the functions.

The employees of AB "Rokiškio sūris" are provided with wide opportunities to deepen their knowledge and improve their skills in various trainings. In order to obtain higher financial resources to be used for this purpose, on April 15th 2009 it was signed a trilateral agreement between the Ministry of Social Security and Labour, Support Foundation European Social Fund Agency and AB "Rokiškio sūris" for the administration and support of the human resources development project. Total size of the project is up to LTL 2 million. The main target of the project is to enable a group of employees of AB "Rokiškio sūris" and UAB "Rokiškio pienas" to improve their essential competencies, helpful in implementation of the innovative technologies as well as their application in dairy processing sector. In the beginning of 2010, the Company signed a contract with a training company "OVC mokymai". Within 2010, the trainings were attended by 124 employees. As intended, the training was organized in two directions: development of general skills and specific trainings to improve production technology knowledge. The project will last in 2011, and it will be attended by similar number of employees who will be able to deepen their knowledge and gain new experience in every month seminars.

Learning of languages is a key issue of training program also. There are language lessons at the company as well as lessons organized by external organizations.

Rights and responsibilities of the company employees are provided by Job descriptions. There are no special rights and responsibilities provided by job contracts.

There is a Trade-Union Committee established at AB "Rokiškio sūris" which protects the economical and social rights and interests of its members in light of employment, social guarantees, training, professional improvement as well as establishment of professional ethics, and aim to increase income of the food industry employees.

The company has a practice of Corporate Contracting. The contract is made between the director of AB Rokiskio sûris and Trade-Union Committee of AB Rokiskio sûris. The main purpose of the contract is to harmonize performance of the collective, and to guarantee better rights and conditions of employment, remuneration, safety and health protection, social guarantees and similar, compared to the ones established by the Laws and other legal documents of the Republic of Lithuania.

In accordance with the corporate strategy approved by the Board of Directors the Company's key operational targets cover all functional areas such as finance, marketing, procurement, production and control of human resources and their achievements. In order to reach the set targets the company has established an internal control system as well as the Audit Committee. The main functions include analyzing and evaluation, also providing recommendations for improvement of the Company's operational performance. The findings of Audit Committee are presented to the Company's management, and an action plan is prepared accordingly in order to eliminate identified weaknesses. The Company's accounting and financial reports are made in accordance with the International Accounting Standards applied in the European Union.

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The Company's performance is managed and controlled in assistance with the informational technologies. Security of the data on the Company's information system is ensured by document copying.

As at 31st December 2010, the number of employees working for the group of AB "Rokiškio sūris" amounted to 1607 (average number of employees).

Average number of employees	2010.12.31.	2009.12.31.
Total:	1607	1786
incl. Managers	10	10
Specialists	310	334
Workers	1406	1442

Average monthly salary, Lt	2082	1761
Managers	4648	4026
Specialists	1933	1728
Workers	2098	2061

The table shows average number of employees of Rokiškio sūris group and variation of average salaries in 2010:

Education of the employees working for Rokiskio suris

	2010.12.31	2009.12.31
Education
University degree	139	129
Special education	753	910
High school	670	690
Unfinished high school	45	50

15. Procedure for amendments of the Articles of association

Pursuing the Articles of Association of AB "Rokiškio sūris", the Articles may be exclusively changed by the general meeting of shareholders, except the cases provided by the Law on joint stock companies of the Republic of Lithuania. To accept the decision changing the Articles of Association, it is needed 2/3 of votes of total participants in general meeting of shareholders.

16. Transactions with related parties and significant agreements

The Group is controlled by UAB "Pieno pramonės investicijų valdymas" (established in Lithuania) and Antanas Trumpa (Director of the Company) who alltogether own 51,76 per cent of the Company's Authorized Capital. The Closed Joint \stock Company "Pieno pramonės investicijų valdymas" is controlled by Antanas Trumpa (as a major shareholder). The rest part of 48,24 per cent of the company's shares belongs to various minor shareholders in Lithuania and foreign countries. The company has acquired 2 576 924 own shares (6,70 per cent). The major shareholders fo AB Rokiskio suris owning more than 5 per cent of the company's authorized capital are identified at point 9 of the report.

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UAB "Pieno pramonės investicijų valdymas", members of the Board of Directors, executive managers and their family members are considered to be related parties also.

Some cooperative companies directed to milk production are considered as related parties also, because the Company may have significant influence on them through close relatives of the directors and some employees.

There are no significant agreements whose one party is the issuer and which would get in power, change or terminate upon the changed issuer's control as well as there is no such influence except the cases when the disclosure of certain agreements would make significant damage on the issuer.
There are no agreements between the issuer and its members or employees providing any compensation upon their resignation or dismissal from job without reliable reason or in case of job termination due to the change issuer's control.

Transactions with related persons/ parties are disclosed in the note 33 of Financial Statements.

17. Key characteristics of the securities launched to the public trading

As at 31st December 2010, it was launched to the public trading 38 444 894 (thirty eight million four hundred forty four thousand eight hundred ninety four) ordinary registered shares. Nominal value equals to LTL 1 (one litas) per share, total nominal value of shares is LTL 38 444 894 (thirty eight million four hundred forty four thousand eight hundred ninety four litas).

18. Securities listed on the official trading list

The 38 444 894 ordinary registered shares of AB "Rokiškio sūris" are listed on the Official List of NASDAQ OMX Vilnius Stock Exchange. (VVPB symbol RSU1L). Nominal value per share 1 (one) litas.

The Company has not issued any debt securities for the public stock trading.

The Company has not issued nor registered any debt securities for the non-public stock trading.

There are no securities which would not participate as a part of the Authorized Capital and be regulated by the Law on Securities.

The shares were not traded by other stock exchanges or similar institutions. As from 22nd November 2010 the trade on stock markets is performed in euros.

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Trade by shares of AB Rokiskio sûris on NASDAQ OMX Vilnius Stock Exchange Vilnius Stock Exchange:

	Reporting period		Price (Eur)				Turnover (Eur)
from	to	max	min	average	Last session	Date of last session trade	max	min	Last session
2008.01.01	2008.03.31	2,302	1,631	1,964	1,663	2008.03.31	449 652,75	0	2 928,61
2008.04.01	2008.06.30	1,651	1,419	1,542	1,492	2008.06.30	104 152,51	0	1 351,66
2008.07.01	2008.09.30	1,477	1,124	1,298	1,158	2008.09.30	155 337,44	0	3 443,64
2008.10.01	2008.12.31	1,158	0,429	0,651	0,501	2008.12.30	43 014,77	0	2 173,42
2009.01.01	2009.03.31	0,640	0,507	0,543	0,521	2009.03.31	417 209,22	0	2 409,87
2009.04.01	2009.06.30	0,626	0,492	0,576	0,579	2009.06.30	149 201,99	0	3 125,00
2009.07.01	2009.09.30	1,086	0,579	0,696	0,930	2009.09.30	132 685,79	0	1 152,80
2009.10.01	2009.12.31	1,060	0,814	0,893	0,869	2009.12.31	213 725,45	0	1 216,40
2010.01.01	2010.03.31	1,043	0,840	0,987	1,014	2010.03.31	135 646,90	0	14 822,98
2010.04.01	2010.06.30	1,054	0,970	1,026	0,973	2010.06.30	508 303,30	0	3 932,55
2010.07.01	2010.09.30	1,437	0,959	1,231	1,381	2010.09.30	368 253,90	0	13 667,75
2010.10.01	2010.12.31	1,830	1,410	1,735	1,792	2010.12.30	740 490,00	0	0

Trade on central market:

19. Capitalization of securities

Reporting period		Total turnover		Date of last	Capitalization
from	to	(units)	(Eur)	session trade	(Eur)

2008.01.01	2008.03.31	1 731 106	3 400 625	2008.03.31	70 237 213
2008.04.01	2008.06.30	510 793	787 442	2008.06.30	63 713 546
2008.07.01	2008.09.30	403 314	523 608	2008.09.30	48 860 670
2008.10.01	2008.12.31	293 125	190 692	2008.12.30	21 402 803
2009.01.01	2009.03.31	1 192 359	646 946	2009.03.31	22 268 812
2009.04.01	2009.06.30	1 253 465	722 254	2009.06.30	24 743 124
2009.07.01	2009.09.30	1 123 671	781 760	2009.09.30	39 712 715
2009.10.01	2009.12.31	492 856	440 243	2009.12.30	33 403 233
2010.01.01	2010.03.31	988 352	975 929	2010.03.31	38 983 123
2010.04.01	2010.06.30	1 384 497	1 419 903	2010.06.30	37 406 882
2010.07.01	2010.09.30	829 929	1 022 024	2010.09.30	53 092 399
2010.10.01	2010.12.31	1 564 687	2 715 182	2010.12.30	68 893 250

Turnover of the Company's shares within 2008-2010 (units and Eur)

Indexes of the Baltic markets: (01.01.2010 -31.12.2010)

Data of the Chart:

Indexes/Shares	01.01.2010	31.12.2010	+/-%
OMX Baltic Benchmark GI	314,42	533,99	69,83
OMX Vilnius	261,77	409,65	56,49
OMX Baltic Benchmark PI	223,65	366,96	64,08
RSU1L	0,87 EUR	1,79 EUR	106,25

Share price DIAGRAM: OMX Vilnius and AB "Rokiškio sūris(RSU1L), AB "Pieno žvaigždės" (PZV1L), AB "Žemaitijos pienas" (ZMP1L) ir AB "Vilkyškių pieninė" (VLP1L): Indixes of the Baltic markets:

(01.01.2010-12.31.2010)

Index/Equity	01.01.2010	31.12.2010	+/-%
OMX Vilnius	261.77	409.65	56.49
RSU1L	0.87 EUR	1.79 EUR	106.25
ZMP1L	0.30 EUR	0.70 EUR	134.32
PZV1L	0.85 EUR	1.48 EUR	73.81
VLP1L	0.70 EUR	1.72 EUR	147.45

20. The Group's and parent company audited consolidated financial accounts for the year 2010

The consolidated audited financial accounts of AB "Rokiškio sūris" group and parental company for the year 2010 is presented above.

21. Information on purchase of issuer's own shares

During the financial year 2010, AB "Rokiškio sūris" bought 2 576 924 ordinary registered shares of AB "Rokiškio sūris" at par value of LTL 1 (one litas) via Stock Exchange NASDAQ OMX Vilnius, which is affecting the submarket of official tender offer, for LTL 11 478 000. It made 6,70 per cent of the company's authorized capital.

The 23rd December 2010 General Meeting of Shareholders resolved to decrease the Authorized capital of AB "Rokiskio suris" by LTL 2 576 924 (two million five hundred seventy six thousand nine hundred twenty four litas) in the way of annulment of 2 576 924 (two million five hundred seventy six thousand nine hundred twenty four) ordinary registered shares at par value of LTL 1 (one) litas.

The company does not have the right to employ property and non-property rights using the own shares as stated by the Law on Joint Stock Companies.

After annulment of treasury shares, the Authorised capital of AB "Rokiskio suris" is equal to LTL 35 867 970 (thirty five million eight hundred sixty seven thousand nine hundred seventy litas) divided into 35 867 970 (thirty five million eight hundred sixty seven thousand nine hundred seventy) ordinary registered shares at par value of LTL 1 (one) litas.

The nominal value and number of the shares owned by the Company's shareholders shall not change.

As at 31st December 2010, the Authorized capital of AB "Rokiskio suris" makes LTL 38 444 894 (thirty eight million four hundred forty four thousand eight hundred ninety four litas) divided into 38 444 894 (thirty eight million four hundred forty four thousand eight hundred ninety four) ordinary registered shares at par value of LTL 1 (one) litas.

On 8th March 2011, the Company AB "Rokiskio suris" registered the new wording of the Articles of Association in the Registry of Legal Entities which was made due to the decrease of the Authorized Capital in the course of treasury share annulment. The resolution to decrease the Authorized Capital in the way of share annullment was accepted by the 23rd December 2010 General Meeting of Shareholders.

The Company has no treasury shares after 2 576 924 shares were annulled.

22. Legal grounds of the issuer's performance

The performance of AB "Rokiškio sūris" is guided by the Law on Joint Stock Companies of the Republic of Lithuania, the Law on Securities, the Company's Articles of Association and other legal documents valid in Lithuania and applied to company practice.

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23. Belonging to the associated organizations

AB "Rokiškio sūris" is a member of the Lithuanian Dairymen Association "Pieno centras". Moreover, it participates in the activities of the Chamber of Commerce, Industry and Trade of Panevezys.

The activities of the Lithuanian Dairymen Association are regulated by the Law on Associations of the Republic of Lithuania and by the Confederation Regulations.

On 20th February 2010 AB "Rokiskio suris" established an association together with other processors of agricultural production. The activities of the Association are regulated by the Law on Associations of the Republic of Lithuania, articles of association and other legal acts.

24. Brief description of the issuer's history

AB "Rokiškio sūris" is one of the largest and most modern dairy production companies in Lithuania. The main activity of the company is production and sales of fermented cheese, fresh dairy products, butter, milk powders, whey and other milk products.

Specialized "Rokiškio" cheese production was planned and started to build in 1964, whereas at the beginning of 1966 the company started its work. From the very beginning of the company's business fermented cheese became its main product. In 1980 the company started the first reconstruction phase by putting into action a new cheese production department. The second reconstruction phase was in 1988 when the construction of new milk receiving machinery and full cream milk production departments was completed. In 1991 a new Finnish cheese maturation base was put into action.

In 1992, the state-owned enterprise "Rokiškio sūrio gamykla" was privatized and reorganized into a joint stock company "Rokiškio sūris". In 1993 the remaining governmental enterprise shares were sold. Following the decisions of the Government, in 1994 the company indexed its property. During the period from 1993 to 2002 the company's share capital increased 7 times with the help of additional contributions, 2 times thanks to own means and 3 times due to reorganization. In 2000, after affiliation of AB "Utenos pienas", and in 2002, after affiliation of "Eišiškių pieninė" the authorized capital was no longer increased.

In 1997, 150 000 of nominal equity were distributed in the form of international depository notes (GDR).

To secure constant material supply and to strengthen its position in the local market, AB "Rokiškio sūris" affiliated "Zarasų pieninė" in 1995, in 1996 – "Ukmergės pieninė", in 1998 "Šalčininkų pieninė", in 2000 "Utenos pienas" and in 2002 – "Eišiškių pieninė". In all these dairies the company created its subsidiary companies.

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In the months of November and December, 2000 AB "Rokiškio sūris" increased the share portfolio of AB "Švenčionių pieninė" up to 90,6%.

In December, 2000 AB "Rokiškio sūris" acquired 49,9% of AB "Eišiškių pieninė" share portfolio, whereas in March, 2002 AB "Rokiškio sūris" increased the share portfolio of AB "Eišiškių pieninė" up to 100% of authorized capital and votes.

In March, 2001 AB "Rokiškio sūris" purchased 49,9% of AB "Varėnos pieninė" share portfolio.

In October, 2001 AB "Rokiškio sūris" purchased 49,9% of AB "Ignalinos pieninė" and 100% UAB "Jonavos pieninė" share portfolio.

On 1st of June, 2005 AB "Rokiškio sūris" sold the share portfolio of AB "Varėnos pieninė" and AB "Ignalinos pieninė".

On 26th of April, 2002 at the general shareholder meeting of AB "Rokiškio sūris" the decision to reorganize the enterprises was made. It was decided to affiliate AB "Eišiškių pieninė" and UAB "Jonavos pieninė"; that is, the enterprises stopped functionning as legal persons.

On 4th of July, 2002 AB "Rokiškio sūris" Board decided to stop the activities of AB "Rokiškio sūris" subsidiary company "Šalčininkų pieninė" and to sign it out from the Enterprises' Register.

On 30th of December, 2002 the subsidiary company of AB "Rokiškio sūris" "Šalčininkų pieninė" was signed out from the Enterprises' Register of the Republic of Lithuania.

On 6th of September, 2002 at the general meeting of AB "Rokiškio sūris" shareholders the following decisions were made: reorganization of AB "Rokiškio sūris", AB "Eišiškių pieninė" and UAB "Jonavos pieninė" was terminated; AB "Eišiškių pieninė" and UAB "Jonavos pieninė" property, rights and responsibilities acceptance and transfer acts were confirmed. AB "Eišiškių pieninė" and UAB "Jonavos pieninė" terminated their activities as legal persons and they were signed out from the Enterprises' Register.

On 14th of November, 2002 AB "Rokiškio sūris" Board decided to establish a subsidiary company "Eišiškių pieninė". On 6th of December, 2002 AB "Rokiškio sūris" subsidiary company "Eišiškių pieninė" was registered into the Enterprises' Register. On 29th October, 2005 AB "Rokiškio sūris" Board decided to terminate the subsidiary company's activities. In April, 2006 the subsidiary company "Eišiškių pieninė" was signed out from the register of legal persons.

On 14th of February, 2003, following the decision of AB "Rokiškio sūris" Board, the activities of AB "Rokiškio sūris" subsidiary company "Zarasų pieninė" were terminated. On 26th of June, 2003 "Zarasų pieninė" was signed out from the Enterprises' Register of the Republic of Lithuania.

On 20th of August, 2003 AB "Rokiškio sūris" baught 12 units of UAB "Kalora" nominal equity, which composed 100% of UAB "Kalora" authorized capital. In October, 2005 AB "Rokiškio sūris" sold these shares.

On 18th of February, 2005 an insolvency case with creditors, without the court process, was raised against AB "Švenčionių pieninė". On 29th of April, 2005, due to its bankruptcy, AB "Švenčionių pieninė" was signed out from the register of legal persons.

On 14th of June, 2005 AB "Rokiškio sūris" sold 410 330 units of AB "Žemaitijos pieno investicija" shares, that is, 11,63% of AB "Žemaitijos pieno investicija" authorized capital.

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On 3rd of March 2006, in order to achieve more effective fresh dairy production results, AB "Rokiškio sūris" Board decided to separate export-oriented cheese production business from fresh dairy production business oriented to the local market. For this reason a new subsidiary company was established. On 21st of April, 2006 a subsidiary company UAB "Rokiškio pienas" was registered into the register of legal persons. The subsidiary is totally owned by AB "Rokiškio sūris".

After termination of the activities of subsidiary Eišiškių pieninė on 5th April 2006 the subsidiary of AB "Rokiškio sūris" Eišiškių pieninė was registered out from Juridical Register of the Republic of Lithuania.

In the year 2007, AB "Rokiškio sūris" acquired 50 per cent of UAB "Pieno upės" shares and 100 per cent of each of the following companies: UAB "Skeberdis ir partneriai", UAB "Skirpstas", UAB "Batėnai", UAB "Pečupė" and PK "Žalmargė". The main activity of the companies is purchase of raw milk.

In 2009, UAB "Skeberdis ir partneriai" and UAB "Pečupė" were liquidated and registered out of the Registry of Legal Entities. In 2010, shares of UAB "Batėnai" were sold.

In January 2008, AB "Rokiškio sūris" acquired 50,05 per cent of block of shares of Latvian company SIA Jekabpils piena kombinats. SIA Jekabpils piena kombinats specializes in production of fermented cheese and sales of raw milk.

Also, in July 2008 the company acquired UAB "Europienas". Business of the company is purchase of raw milk. In 2009, UAB "Europienas" was liquidated and registered out from Registry of Legal Entities.

In 2010 the company sold UAB Batenai and acquired as described above – SIA Kaunata. In general Group's investments into Kaunata SIA subsidiary is 60 per cent.

The information on the subsidiaries of AB "Rokiškio sūris" is provided at point 3 of the report.

25. Production, description of production capacities, and implementation of new products

The Group's production is developed in the towns of Rokiškis (AB "Rokiškio sūris"), Utena (UAB "Rokiškio pienas") and Ukmerge (UAB "Rokiškio pienas" subsidiary "Ukmergės pieninė").

Specialization of Rokiskis production plant – fermented cheese, lactose and whey products.
Specialization of Utena production plant – fresh dairy products for the local market, whey protein concentrate, milk powder and butter production.
Specialization of Ukmerge production plant – curd and curd cheese production.

The Companies are highly concerned about food safety and quality issues in order to satisfy customer needs and comply with the environmental requirements.

In 2001, the Company was the first in Lithuania who was certified in accordance with the Hazard Analysis and Critical Control Point systems (HACCP), and the first of dairy companies who was certified in accordance with the Quality management and Environment management systems. In 2002, the systems were implemented and certified in Utena and Ukmerge also.

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Certificates granted by the international company Bureau Veritas prove that the systems fully comply with ISO 9001:2008, ISO 14001:2004, ISO 22000:2005 or requirements of Dutch Standard for Food Safety "Requirements for the system based on HACCP. CC v HACCP, 2006". There are certain rules made in accordance with standard requirements, and they guarantee production of stabile, smooth, qualitative and safe products in order to improve effectiveness of whole system of environment protection going in line with the corporate politics. The system covers all procedures from raw milk procurement to satisfaction of customer needs.

In 2010, the system covering food safety, quality management and environment protection management was re-certified.

Following customer requirements the company started to produce organic products in 2010. this is approved by the state company "Ekoagros".

AB "Rokiškio sūris"

The key activity of AB Rokiskio suris is production fermented cheese.

The cheese produced by the company is divided into semi-hard and hard cheese. The group of semi-hard cheese includes the following products: "Rokiškio sūris" (varies in fat and height), "Hermis", "Utenos", "Lietuviškas", "Gauda", "Edamas", Rosijskij syr, Pribaltijskij syr, non-matured cheese "Mozzarella" and Cagliata, whereas "Goya", "Montecampo" and "Gojus" belong to the hard cheese type.

In 2010, production of smoked cheese was started in two forms – cheese sticks and twists. As the market needs changed, a new necessity appeared to sell a part of Rokiskio cheese in standard pieces, therefore the cheese is packed in pieces and slices of fixed weight. Also, the company acquired an equipment for cheese grating in small cubes and sticks.

Besides the main production of fermented cheese, AB "Rokiškio sūris" produces melted cheese, whey protein concentrate (WPC) and milk sugar (lactose), processed cheese, and smoked cheese. In 2010 production of milk sugar exceeded quantities of any previous periods.

Production / Year	2008	2009	2010
Fermented cheese, t	32.719	25.392	28.142
Cream 35% fat,t	14.240	10.679	10.099
Whey cream 35% fat,t	1.586	1.464	1.542
Whey protein concentrate, t	76.631	54.413	66.192
Milk sugar, t	10.147	8.297	10.190
Processed cheese, t	630	767	708
Smoked cheese, t	150	132	81

Production of AB ,,Rokiškio sūris":

The company pays great attention to the quality and safety of production, the company continuously decreases its production costs remaining on the top level of production and reducing negative impact on the environment whilst ensuring minimal usage of damaging materials and treatment of waste.

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UAB "Rokiškio pienas"

Specialization of Utena production plant – fresh dairy products for the local market, whey protein concentrate, milk powder and butter production.

The line of yougurt production was modernized, consequently a new yogurt packaging equipment was installed. It allows production of wide range of yogurts, and desserts.

In 2010, it was started the production of light yogurts "Bifi light" which is enriched with bifido bacteria.

The family brand "Gardus" was added with yogurt with dry fruits. It was also started production of economy brand yogurt "Visiems"

Production / Year	2008	2009	2010
Fresh dairy products, t	51.970	47.530	54.770
Butter and spread fat mixes, t	4.607	4.775	3.084
Dry dairy products, t	8.692	9.967	4.657
Exported cream, t	7.561	5.213	5.355

UAB "Rokiškio pienas" branch Ukmergės pieninė

Specialization of Ukmerge production plant – curd and curd cheese production. It is one of the biggest curd production plants in Lithuania.

Modern technologies and equipment, as well as compliance with sanitary and hygiene requirements allow maintenance of all best nourishment and energetical values of curd products, and it ensures longer shelf life of the prodct. It is highly important to ensure stability of product quality.

The plant continuously change the assortment as new products are created.

Production, t/year	2008	2009	2010
Curds	3104	2943	2789
Fresh Cheese	632	592	646
Curd desserts	1270	1060	724
Processed products	346	334	332

In 2010, the pant Ukmergės pieninė submitted an application to the Ministry of Agriculture of the Republic of Lithuania regarding registration of the name of Lithuanian Curd Cheese as geografically protected in accordance with the EC Register No. 510/2006 regarding protection of geographical an original places of agricultural and food products.

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Significant achievements were reached in the production of 9 % curds "NAMINĖ", which is packed in exclusive brand packaging in 500g and 200g:

The product was granted gold medal in the exhibition "AgroBalt 2010" organized by the Ministry of Agriculture of the Republic of Lithuania. The product was also highly evaluated by the Russian market. In the exhibition in St.Petersbourg in 2010 it was a winner in two competitions.

"Inovative product" – award with diploma and gold medal.

"Choise of networks" - award with a sertificate for the winner of competition.

Customers are delighted with vivacious and revealing books by Vytautas V. Landsbergis "Kaip Pelytė Zita žmogumi pavirto" where the main hero is a mouse Zita whose image is used for chocolate coated cheese desserts:

Chocolate coated curd dessert (vanile, added with dry plumps, with chocolate pieces, and with poppies) Pelytė Zita 24 % fat, 25 g
Curd dessert (with rasins and with dried plumps) Pelytė Zita 7 % fat, 95 g

Following an order of UAB "Naisių vasara" supporting development of Lithuanian film industry, it was started to produce:

Fresh cheese 13% fat NAISIŲ VASARA, vacuum packaging;
Curds 9% fat, 500g NAISIŲ VASARA, exclusive packaging.

The assortment was enlarged by the brand PASAULIO SŪRIŲ KOLEKCIJA (WORLD CHEESE COLLECTION) which was highly evaluated by the customer:

Fresh cheese BRAZILIŠKAI 45 % fat in dm, vacuum packaging;
Fresh cheese with spicies BRAZILIŠKAI 45 % fat in dm, vacuum packaging;
Fresh cheese produced in italian tradition ITALIŠKAI Mozzarella 45 % fat in dm, vacuum packaging;
Fresh cheese with mexical spicies MEKSIKIETIŠKAI 45% fat in dm, vacuum packaging;
Baked curd cheese with Lithuanian spicies LIETUVIŠKAI 22 % fat in dm, vacuum packaging;
Baked curd cheese with caucasian spicies KAUKAZIETIŠKAI 22 % fat in dm, vacuum packaging;

Qualitative and safe product is the main target.

26. Sales and marketing

The biggest part of production is exported. As before, the main direction of export is European Union (mainly Italy, Holland, Germany) and Russian markets.

The biggest part of exported production is fermented cheese. In the EU region the main part of sales make unmatured cheese, in the Russian market – semi hard cheese and hard cheese which becomes more and more popular.

The Group's export sales of traditional products such as butter, cream, milk powder and by-products (Whey protein concentrate and lactose) are increasing.

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The year 2010 brought some stability into the dairy sector considering both export and internal market. Consumption of dairy products increased in the European Union as well as in other world markets due to which the export turnover rose. In 2010, the Group exported its production for LTL 352 million which made by 11,13 % more than in 2009.

Rokiškis cheese is well known and sold on the local market. Customer needs are satisfied by a wide range of products. The Group's production is evaluated as of high quality, and the assortment is added with new qualitative products every year.

Due to the difficult economical situation it was impossible to avoid decrease of turnover on the local market.

The Group's sales on the local market in 2010 made LTL 202 million which was by 17,19 % less than in 2009.

The Group aims to increase the sales of fermented Cheese, to create products with added value, to implement new type of product packaging, and to introduce new products to the market.

The Group has a strong core of brand products, and they are strengthened continuously, new production lines are launched:

Premium

Desserts Functional

A key factor is stability of the produce quality which is essential for implementation of marketing strategy.

Sales markets in 2008-2010 (The Group)

Name of	Sold
country		2008		2009		2010
	thousand LTL	%	thousand LTL	%	thousand LTL	%
Lithuania	258 852	37,96	243 679	43,48	201 784	36,44
European countries	316 362	46,40	259 383	46,29	259 351	46,83
Other countries	106 607	15,64	57 333	10,23	92 625	16,73
Total	681 821	100	560 395	100	553 760	100

27. Purchase of raw material

In 2010, in Lithuania it was purchased 1278,13 thousand tons of natural milk which is by 0,3 per cent more than in 2009 (1274,77 thousand tons). The average price of natural raw milk was LTL/t 863,7 and it was by 40 per cent higher compared to 2009 (LTL/t 617).

During the ten months of quota period, i.e. 2010- 2011, the amount of total national raw milk for processing reached 67,10 per cent (last year – 65,70 per cent).

In total it was purchased 371,4 thousand tons of natural milk (avg. Fat content 4,13 per cent, and protein content 3,27 per cent) or by 10,0 per cent less than in 2009.

28. Risk factors related with the issuer's performance

Economic factors:

Unfavourable influences related with raw milk production and sales of finished products:

a) lowering purchasing power of Lithuanian residents;

b) unrecognized LT brands on the EU market (due to which it is difficult to trade in the retail market)

c) high concentration of producers;

d) substitution of dry milk products with cheaper ingredients for further production;

e) increase of prices for fuel/power;

f) abolishment of EU export subsidies to third countries;
g) bureaucratic restrains
h) drop in export prices due to the world financial and economical crisis;
j) inadequate attention of the government in regards with business;
k) volatility in the Russia market;
n) unflexible politics in regards with VAT and excise taxes.

Lithuania is dominated by small milk farms. Such a high number of raw milk suppliers causes increase of costs for raw milk quality testing and raw milk collection costs. In addition, small farms cannot ensure sufficient and consistent raw milk quality, and impede investment into milk farms. Average dairy farm in Lithuania is the least in EU, moreover it is smaller thirteen times as much compared to the average figure in EU.

Raw milk production in Lithuania is heavily influenced by seasonality: collection of raw milk in August - September is 1,4 as high as in February. It has a negative impact on the effectiveness of milk processors, and utilization of equipment capacities.

Low productivity of milking cows:

Low productivity of cows is caused by insufficient genetic potential of herd and poor feedstuffs. Diminishing small farms. Decrease of population in rural areas.

Unsteady dairy industry regulatory measures implemented by the State. Development of family based milk farms was and still is too slow. Absence of consequent State politics to develop this sector, frequent changes of subsidy requirements and its amounts, concentration into milk prices rather than into investment support have had negative influence on the development of milk farms and improvement of veterinary-sanitary conditions.

Social factors:

During the past few years, emigration of residents of Lithuania increased. Now it is experienced lack of qualified work power. Decrease in reimbursement system. Low birthrate. The people lose their trust in the government, and there is no certainty in the future. Passive residents.

The farming is dominated by older farmers. Community of villages is getting older also. High unemployment. Bankruptcy of companies. Consumption decrease due to higher taxes applied to residents. Uncontrolled rise in the prices for fuel and power resources strongly influences decrease of consumption and lower satisfaction of customer needs.

Technical – technological factors:

Technical-technological risk factors of AB "Rokiškio sūris" are determined by HACCP program.

The main parts of HACCP program are Prerequisites and HACCP programs. They identify hazard points in every production step, as well as their critical control limits and correction actions.

The company has the following Pre-requisites:

1. Raw milk quality;
1. Maintenance of buildings and premises;
1. Sanitary;
1. Training of personnel;
1. Supply of water, steam and electricity. Water control;
1. Supply of water, steam and electricity. Water control;
1. Purchase and storage of additional materials;
1. Maintenance of equipment. Calibration of measurement devices;
1. Maintenance of equipment. Calibration of measurement devices;
1. Product traceability and recall;
1. Monitoring of logistics;
1. Pest control.

To monitor every production process there are prepared procedures, technological instructions, their control procedures (both microbiological and chemical), provided records. Final products are handled according the company's standards which concerns their specifications, chemical content, nourishment, energetic value, packaging, terms of storage, shelf life etc.

Ecological factors:

Based on Regulation of European Parlament and Community 2008/1/EB "Regarding integrated prevention and control of pollution" (TIPK), AB Rokiskio suris is attributed to the equipment of Annex 1 which obliges to obtain the TIPK permission. Following the submitted application to regional Panevezys department of environment protection, on 28th December 2009 the Licence for integrated prevention and control of pollution (TIPK) was renewed. The company introduced most effective production forms (BREF), and the consumption of resources and emmission of pollution complies with the EU regulations.

In 2001, the company implemented evirinment protection system ISO 14001. the certification and auditing is made by an international company Bureau Veritas Lietuva.

The environment protection politics of AB "Rokiškio sūris" covers continuous decrease of negative impact on environment, ensuring minimal consumption of resources, and strengthening waste treatment in order to minimize negative impact on air, water and earth. In 2010, during the external and internal audit it was identified 9 remarks and 2 non-compliancies which were corrected. The remarks were taken into account and the management system was improved. The targets set for 2010 were achieved. The evaluation and anglysis of performance is made periodically.

The following five programmes are implemented in the company in order to evaluate and analyse the impact on environment:

1) Program for underground and surface water monitoring of dairy waste treatment site of AB "Rokiškio sūris" in Čelkiai turbary,

2) Monitoring program for field fertilization by waste from AB "Rokiškio sūris",

3) Monitoring program for treated waste from AB "Rokiškio sūris" to Ruopiškis (Alseta) lake in Rokiškis district,

4) Monitoring program for underground water of AB "Rokiškio sūris",

5) Monitoring program for underground water in petrol stations of AB "Rokiškio sūris" in Rokiškis and Obeliai. The monitoring is carried out by the environmental engineering company UAB "HGN Hydrogeologie Baltic", whose name was changed into UAB "FUGRO BALTIC" as from 25th June 2009. Certificates are submitted to Panevėžys RAAD. There is no objectionable influence identified.

In 2010, 13 stationary air pollution resources discharged 10,051 t of pollutants. The transport department consists of 304 vehicles: 212 trailers, 86 automobiles, 6 other vehicles. The mobile resources of contamination discharged 637,1 t of pollutants.

The company has constructed its own waste water treatment plant in order to target loads for pollutants as required by the EU standards. The effectiveness of waste treatment is equal to 96-99 %. UAB "Rokvesta" is contracted for the service of operation. The treated dairy waste is processed into bio-gas and electricity. In 2010, it was processed 9787 t of dairy waste, produced 246547 kWh of electricity which was used for the internal consumption. 6833 t of sludge was used for field

fertilizing. In 2010, the facilities of AB Rokiskio suris treated 938 thousand m³, and 7,5 per cent of waste was transferred to the municipality waste water treatment plant.

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The dairy waste accumulation site of AB "Rokiškio sūris" in Celkiai, Rokiškis district, was recultivated. The site is considered as dangerous in terms of environment.

The company has undergone through risk analysis, consequently a plan of preventive actions and accident liquidation was prepared. The most dangerous company's sites: amonium compresor room, storage of chemical materials of waste water treatment plant, warehouse of chemical materials, petrol station. The company's buildings were evaluated and marked as required by the fire protection regulations. Fire alarms were equipped were necessary in order to improve fire-protection and minimize potential risk.

Key ratios of environment in 2010:

Quantity of issued waste per ton of raw material –	0,005
Fee for pollution per ton of raw material –	0,07
Quantity of waste pollutants according to BDS7 in kg per ton of raw material –	0,37
Quantity of waste per ton of raw material, m³ –	1,39
Consumption of chemical materials in kg per ton of raw material –	1,79
Power consumption in kWh per ton of raw material –	38,82
Thermo-power consumption in kWh per ton of raw material –	67,75

Environmental activities, million litas

Year	2008	2009	2010
Taxes for environment pollution	0,135	0,181	0,101
Income from the environmental operations	0,143	0,151	0,277
Investment into environment protection	2,067	1,027	0,830
Expenditure for environment	3,897	2,480	3,487

Key ratios of the company performance, their dynamics

The table shows consolidated figures of the Group.

No	Indices		2006	2007	2008	2009	2010
1.	Net profit %	Net profit	3	5	(3)	3	4
		Sales and services
2.	Average return	Net profit	0,04	0,10	(0,05)	0,04	0,07
	on assets	Average assets
3.	Debt ratio	Liabilities	0,40	0,34	0,52	0,47	0,40
		Assets
4.	Debt-to-equity	Liabilities	0,67	0,57	1,08	0,88	0,66
	ratio	Equity
5.	General	Current assets	1,60	1,70	0,94	1,42	1,63
	liquidity ratio	Current liabilities
6.	Assets turnover	Revenues	1,61	1,99	1,89	1,61	1,72
	ratio	Assets
7.	Book value per	Equity	40,67**	4,97*	4,07*	4,82*	5,06*
	share, Lt	Number of ordinary
		shares
8.	Net earnings per	Net profit	3,01**	0,81*	(0,45)*	0,38*	0,65*
	share, Lt	Number of shares

* - Nominal value 1 litas per share.

**- Nominal value 10 litas per share.

No	Indices	2006	2007	2008	2009	2010

1.	Income (thousand litas)	510.272	664.962	681.821	560.395	553.760
2.	EBITDA (thousand litas)	46.686	76.225	12.785	52.272	55.413
3.	EBITDA margin (%)	9,15	11,46	1,88	9,33	10,01
4.	Operational profit (thousand litas)	13.021	34.238	(18.327)	14.989	24.625
5.	Operational profit margin (%)	2,55	5,15	(2,69)	2,67	4,45
6.	Return on equity ROE (%)	6,75	16,11	(10,55)	8,08	12.65
7.	Profitability margin (EBT margin) (%)	3,52	6,99	(3,08)	3,59	5,18

29. Investment projects implemented during the last 3 fiscal years

Every year AB "Rokiškio sūris" give great attention to new investment into the production procedures, modernization of existing production facilities and their maintenance, procurement of raw material, continuation of environmental protection, nad transport.

When Lithuania became a member of European Union, the company employed some EU support to increase investment facilities. Therefore, it was successfully used the EU financing in accordance with SAPARD and BPD 2004-2006 programs.

During 2003-2005, following the first priority sector 'Milk and Dairy Products' of the SAPARD rural development programme 'Development of Agricultural and Fishery Product Processing and Marketing', AB "Rokiškio sūris" received financial support, equal to 12,5 million litas, for production modernization. The BPD program was used for improvement of whey collection and treatment. The financial support reached LTL 3,45 million.

Upon implementation of those modern technologies, there are no product leftover for discharge into waste treatment plant. Also, during the production season when the capacities are used at maximal levels, all whey will be collected and processed.

The investment according to the above programs was implemented successfully, the equipment is used in ful capacities and the company continues to impement new investments and modernization of procedures.

The company is very much concerned to have most modern production facilities, and to process the raw milk which would be delivered by modern vehicles with sufficient isolation and accounting systems. It is aimed to maintain high quality of purchased raw milk which fully comply with the requirements for food safety and veterinary.

During the last 3 fizcal years the main investments were directed to reconstruction and modernization of cheese production.

In general, AB Rokiskio suris investments are organized in the way to ensure food safety requirements in terms of raw milk processing, production of produce and delivery of produce to the customer.

In 2007-2010, the company continued the investment program, consequently some new equipment and milk trucks were bought, and the production equipment was modernized which also resulted into the better work conditions for employees, lowered power consumption, and supported environment protection program.

A part of investment was directed into improvement of raw milk quality. In 2007-1010, the main investments were made in accordance with KPP program for the period of 2007-2013. The investments were used not only for the parent company AB Rokiskio suris but for the subsidiary UAB Rokiskio pienas also. The subsidiary prepared four business plans to employ the support. Total sum of the investment plans amounts to LTL 13,81 million.

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In 2007, AB "Rokiškio sūris" and its subsidiary UAB Rokiskio pienas prepared business plans according to 2007-2013 KPP measure "Processing of agricultural products and increase of added value" first section "Marketing of agricultural products". In 2008, a part of the investment was made from the fund and the other part from own resources. In 2007, the Group invested LTL 19,6 million.

In 2008, the group's allocation to investment amounted up to 34,7 million litas, in 2009 it was 8,5 million litas.

Also, it was purchased some new vehicles for raw milk collection and transportation, and also the trucks with refrigeration system for transportation of finished products.

In 2010, AB Rokiskio suris prepared two business plans in accordance with 2007-2013 program. They are "Modernization, of raw milk processing by AB Rokiskio suris in order to increase competitive ability of the company" and "Modernization, of raw milk processing by AB Rokiskio pienas in order to increase competitive ability of the company". Total sum of investment amounts to LTL 6,23 million.

The main directions of the investment in 2010:

Production of high value added products (long maturing various packaging and shapes fermented and processed-smoked cheese);
Modernization of the departments servicing production facilities (thermo and energy supply departments, compressor room, water supply department, laboratory);
Renewal of assortment of fresh dairy products;
Maintenance of competitive ability level in the market
Improvement of sanitary and hygiene level in the production facilities;
Improvement of quality, control and monitoring;
Implementation of new technologies;
Saving power resources complying with EU requirements;
Continuation of environment protection politics;
Increase of competitive ability by high added value products;
Modernization of warehouses of finished products (reconstruction of premises and equipment);
Modernization of transport;
Computerization of management of production procedures and maintenance of technological procedures;
Improvement of work conditions of employees;
Modernization of cheese packaging complying with customer needs.

All investments were made in Lithuania: Rokiskis and the related sites in Utena and Ukmerge.

30. Future plans, forecasts and investments envisaged in 2010

In 2010, the group of AB "Rokiškio sūris" is going to make investments amounting to LTL 11 million. The investments will be used for modernization of production procedures in whole chain of production, for raw milk tanks, cleaning facilities, cheese packaging-labeling equipment, ventilation systems, sanitary maintenance equipment, internal transport as it is provided by the contracts of the KPP 2007-2013 programme, as well as completion of the projects in progress in order to ensure smooth and stabile operations of the equipment and creation of new products. A part of investments will be directed to creation of new packaging of products.

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The main target of the investments is to continue effective usage of current equipment by modernization and improvement of technological procedures.

It is provided that acquisition of equipment should first satisfy customer needs in terms of finished production. It is aimed the equipment would ensure safety and quality of the product as well as variability of packaging responding to growing market demand.

Great attention is paid to the departments providing services to the production plants and modernization of their equipment: cooling systems, power supply, waste utilization, ventilation systems. Also, to the storage and delivery of ready-to-cook products and finished products within the company's departments. Therefore, some more fork-lifts will be bought.

The up-to-date and safe equipment would secure the improved work conditions of employees as well as precision of technological parameters. The employees will have more time for product quality, and control and monitoring of technological parameters.

It should increase the company's competitiveness, as well as improved employment of production facilities by implementing additional equipment and considering environment protection.

31. Dividends paid

Dividends paid according share types and class during the last 6 years:

	2004		2005		2006
Type of	Sum, Lt	Per	Sum, Lt	Per	Sum, Lt	Per share
shares		share		share
Ordinary	21.771.115,00	5,00 Lt	10.275.966,28	2,36 Lt	10.081.101,08	2,36 Lt
registered		(50,00%)		(23,60%)		(23,60%)
shares

Continued

	2007		2008		2009
Type of	Sum, Lt	Per	Sum, Lt	Per	Sum, Lt	Per share
shares		share		share
Ordinary	9.902.131,20	0,24 Lt	Dividends were not paid		3 844 483,40	0,10 Lt
registered		(24,00%)				(10,00%)
shares

Considering the company's results, the company's management intends to continue the dividend policy as before.

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32. Management bodies of the issuer

In accordance with the Articles of Association of AB "Rokiškio sūris", the managing bodies of the company are as follows: General shareholders' meeting, the Board of Directors and the Chief Executive Officer.

General meeting of shareholders:

The competence and procedure of announcement applied to the general shareholders' meeting complies with the competence and procedure of announcement applied to the general shareholders' meeting established by the Law on Joint Stock Companies.

General meeting of shareholders have the following exclusivity rights:

1. to amend the articles of association;
1. to elect a supervisory body, yet if this is not formed then to elect the management board members. In case both bodies are not formed, then to elect the company's executive manager;
1. to recall the supervisory body or its members, as well as the elected board of directors and the company's executive manager;
1. to elect and recall the company's auditor executing annual financial reports, determine its payment module;
1. to establish the class, number, nominal value and minimal price of share emission;
1. to convert of one type of shares into the shares of another type, approval of exchange procedure of the Company's shares;
1. to approve anunual financial reports;
1. to adopt resolution regarding distribution of profit (loss);
1. to form, use, decrease or cancell reserves;
1. to resolve regarding emission of convertible bonds;
1. to resolve regarding cancellation of prerogative right to all shareholders to acquire the Company's shares of a certain emission;
1. to resolve regarding increase of the authorised capital;
1. to resolve regarding decrease of the authorised capital;
1. to resolve regarding purchase of the company's shares;
1. to resolve regarding reorganization or segregation of the Company and approval of terms for reorganization or segregation;
1. to resolve regarding reformation of the Company;
1. to resolve regarding or restructurization of the Company;
1. to resolve regarding liquidation of the Company or cease of liquidation unless the Law on Joint Stock Companies provides differently;
1. to elect and recall the company's liquidator unless the Law on Joint Stock Companies provides differently;

General meeting of shareholders may discuss other issues assigned by the articles of association of the company if the Law on Joint Stock Companies does not assign those functions to other management bodies and in general they are not the functions of management body.

A resolution of general meeting of shareholders is considered to be accepted when a simple majority votes for the resolution rather than against, except in case of points 1, 5, 6, 8, 9, 10,

12, 13, 15, 16, 17,18 which requires the participated majority of 2/3 of shares with the voting right. Resolution for an item of point 11 may be adopted with the participated majority of 3/4 of shares with the voting right.

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Audit Committee of AB Rokiskio suris:

The company's Audit Committee is made of 3 members one of which is independent. The cadency of the Audit Committee is four years. Upon recommendation of the company's Board of Directors the members of Audit Committee are elected by the general meeting of shareholders. The members of Audit Committee were elected by the 24th April 2009 general meeting of shareholders.

Members of Audit Committee:

1. Kęstutis Kirejevas independednt member;
1. Rasa Žukauskaitė;
1. Asta Keliuotytė.

Key functions of Audit Committee include the following:

1) supervision of preparation of financial accounts;
2) supervision of functional internal control of the company, risk management and internal audit system,
3) supervision of the Company's auditing procedure;
4) supervision how an auditor pursues the principles of independency and impartiality;
5) honest and responsible operation in favour of the Company and its shareholders.

The Audit Committee is a collegial body accepting its decisions at the meetings. The Audit Committee may adopt resolutions and its meeting is considered to be valid when it is attended by at least 2 (two) members of the commitee. A resolution is adopted when it is voted for by at least two members of the Audit Committee.

Management of the company:

Chief Executive Officer - Antanas Trumpa Deputy CEO - Dalius Trumpa Chief Financial Officer - Antanas Kavaliauskas Development Director – Ramūnas Vanagas Central Services Director – Jonas Kvedaravičius Logistics Director – Jonas Kubilius Procurement Director – Evaldas Dikmonas Sales and Marketing Director – Darius Norkus

System of bonuses for the management:

As the management of the company consists of the same members as the Board of Directors, they receive tantjemes in accordance with the company's performance results.

33. Members of collegial bodies

The Board of Directors of AB "Rokiskio suris"

The Board of Directors is a collegial management body comprised of 9 (nine) members. The Board members are elected and recalled by the general shareholders' meeting pursuing the procedure set by the Law on Joint Stock Companies.

Members of managing bodies:

Dalius Trumpa (Chairman), Antanas Kavaliauskas (Deputy Chairman), Antanas Trumpa, Andrius Trumpa, Ramūnas Vanagas, Jonas Kubilius, Jonas Kvedaravičius, Evaldas Dikmonas and Darius Norkus.

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The members were elected by the 25th April 2008 general meeting of shareholders AB "Rokiškio sūris". Cadency of the Board of Directors is 4 years.

Board of Directors: (as at 31.12.2010)

Dalius Trumpa – Board Chairman (elected by the 25th April 2008 General meeting of shareholders). Owns 759 740 ordinary registered shares. i.e. 1,98% of the Authorized capital and 2,12% of votes of AB "Rokiškio sūris". Education – university degree. Works for the company since 1991. As from 2002 in the capacity of production director. As from 2007 appointed a deputy director. Also the director of UAB Rokiskio pienas from 2007.

Participation in the activities of other companies:

Shareholder of UAB" Pieno pramonės investicijų valdymas", having 3,91 % of the company's shares and votes;

Chief executive officer of UAB "Rokiškio pienas", having no shares; Director of UAB "Rokvalda", having 100% of shares and votes;

Antanas Kavaliauskas - Deputy Chairman (elected by the 25th April 2008 General meeting of shareholders), the Chief Financial Officer of AB "Rokiškio sūris", having no ownership of AB "Rokiškio sūris".

Works for the company since 2002 in the capacity of finance director. Education – university degree. In 1997, obtained a master degree of ficance management in Kaunas technology university. As from 2002, a certified member of international accountants association ACCA.

Participation in the activities of other companies: Shareholder of UAB "Pieno pramonės investicijų valdymas" owning 3,91% of shares of UAB" Pieno pramonės investicijų valdymas".

Board Chairman of Latvian company SIA Jekabpils piena kombinats, having no shares; Director of Lithuanian dairy association "Pieno centras", having no shares.

Antanas Trumpa - Board member (elected by the 25th April 2008 General meeting of shareholders), Chief Executive Officer of AB "Rokiškio sūris", owning 6 578 370 ordinary registered shares of AB "Rokiškio sūris", i.e. 17,11% of the authorized capital of AB "Rokiškio sūris" and 18,34% of votes.

Education – university degree. Works for the company as from 1966. In 1979, prepared a dissertation "Organizing the work of vacuum aparatus" in Riga Politechnical Institute, consequently on 12th October 1994 was granted a doctor degree by Lithuanian Science Counsil.

Participation in the activities of other companies:

Shareholder of UAB "Pieno pramonės investicijų valdymas" with 7 546, i.e. 74,86% of the shares and votes of UAB" Pieno pramonės investicijų valdymas".

Ramūnas Vanagas - Board member (elected by the 25th April 2008 General meeting of shareholders), Development Director of AB "Rokiškio sūris", having no ownership of shares of AB "Rokiškio sūris". Education – university degree. Works for the company since 2005 in the capacity of business development director.

Participation in the activities of other companies: He does not participate in the performance and capital of any other companies.

Andrius Trumpa - Board member (elected by the 25th April 2008 General meeting of shareholders). Education – university degree. Works in Vilnius Gedimino Technikos University in the capacity of lecturer, owns 298 820 shares, i.e. 0,78% of the Authorized capital and 0,83% votes of AB "Rokiškio sūris".

Participation in the activities of other companies: He does not participate in the performance and capital of any other companies.

Jonas Kvedaravičius – Board member, (elected by the 25th April 2008 General meeting of shareholders), Central services director of AB "Rokiškio sūris", having 24 630 shares of AB "Rokiškio sūris", i.e. 0,06 % of the company's authorized capital and 0,07% of votes.

Education – university degree. Works for the company since 1994 in the capacity of the central services director.

Participation in the activities of other companies: Shareholder of UAB "Pieno pramonės investicijų valdymas", having 3,91 % of the company's shares and votes; Director of UAB "Pieno pramonės

investicijų valdymas".

Jonas Kubilius – Board member, (elected by the 25th April 2008 General meeting of shareholders), Logistics director of AB "Rokiškio sūris", having 19 930 shares of AB "Rokiškio sūris", i.e. 0,05 % of the company's authorized capital and 0,06% of votes.

Education – university degree. Works for the company since 1995 in the capacity of the head of transport department. As from 2002 appointed the logistics director.

Participation in the activities of other companies:

Shareholder of UAB "Pieno pramonės investicijų valdymas", having 3,91 % of the company's shares and votes;

Evaldas Dikmonas - Board member, (elected by the 25th April 2008 General meeting of shareholders), Procurement director of AB "Rokiškio sūris", having 2 165 shares of AB "Rokiškio sūris", i.e. 0,01 % of the company's authorized capital and votes.

Education – university degree. Works for the company since 2001 in the capacity of the procurement director.

Participation in the activities of other companies: Shareholder of UAB "Pieno pramonės investicijų valdymas", having 3,91 % of the company's shares and votes;

Board member of Latvian company SIA Jekabpils piena kombinats, having no shares.

Darius Norkus - Board member, (elected by the 25th April 2008 General meeting of shareholders), Sales and Marketing director of AB "Rokiškio sūris", having no shares of the company.

Education – university degree. Works for the company since 2001 in the capacity of the sales and marketing director.

Participation in the activities of other companies: Shareholder of UAB "Pieno pramonės investicijų valdymas", having 3,91 % of the company's shares and votes;

Cadence period of the Board of Directors is 4 years. The cadence ends on 25th April 2012.

Manager of the Company:

The Chief Executive Officer is a one-man management body who organizes everyday activities of the company, discusses and solves the company's long term strategic objectives as well as issues of business plans. Within relationship between the company and other persons, the Chief Executive Officer acts determinatively on behalf of the company.

Information on the company's manager (director):

For more information about the Chief Executive Officer Antanas Trumpa see point 33.

Information on the company's finance director:

For more information about the Chief Financial Officer Antanas Kavaliauskas see point 33.

34. Information on observance of the Company management codex

Annex to the Consolidated annual report

Rokiskio suris AB disclosure of compliance with the Governance Code of the companies whose securities are traded on a regulated market is provided as an annex and it is a part to the consolidated annual report.

35. Information on the publicly announced data

1. The 8th January 2010 Board of Directors of AB "Rokiskio suris" resolved:

_____________________________________________________________________________________

Pursuing the resolution of the 31st August 2009 general meeting of shareholders of AB "Rokiskio suris" - to acquire up to 3.844.480 (three million eight hundred forty four thousand four hundred eighty) units of ordinary registered shares of AB "Rokiskio suris" LTL 1 (one) litas par value. (10 per cent of the authorized capital).
The price for purchase of own shares is set at LTL 2,50 (two litas 50 ct) per ordinary registered share of AB "Rokiskio suris".
Duration of purchase of own shares - 14 days. The shares will be purchased as from 13th January 2010 until 26th January 2010, via the official tender submarket of Securities Exchange NASDAQ OMX Vilnius.
In case the quantity of shares offered for purchase is greater than it is intended to buy, the amount of offered for purchase shares will be proportionally decreased.

The Board of Directors of the Company have decided to continue purchase of own shares due to the results of last purchase of the company's shares (15.07.2009 - 28.07.2009), when the amount of offered shares for purchase was four times as much as it was intended to buy, and the price was set as at LTL 2,20 per share.

Taking into account the price of last share purchase of LTL 2,20, and the financial results of the Company for 3Q as well as significantly decreased turnover of the Company's shares during the last six months, which made less than LTL 3 million (EUR 869 thousand), the Board of Directors believes that the price for share purchase set as at LTL 2,50 reflects the value of shares.

2. Acquisition of own shares by AB "Rokiskio suris"

In the course of official tender as from 13-01-2010 to 26-01-2010 AB "Rokiskio suris" purchased 60 units of own shares, and it makes 0,0002 % of the Company's Authorised Capital.

3. Regarding establishment of association

The 19th February 2010 Board of Directors of AB "Rokiskio suris" resolved to establish an association together with other processors of agricultural production. Consequently, the joint stock company Rokiskio suris becomes one of the incorporators of juridical body -Association of Lithuanian Food Industrialists.

4. Resolutions approved by the general meeting of shareholders of AB "Rokiskio suris" on 30th April 2010

The Company's annual report for the year 2009. To approve the annual report for the year 2009 of AB "Rokiškio sūris". (attached).
Auditor's findings regarding the consolidated financial reports and annual report. To approve the auditor's report (attached).
The Audit Committee report.

To approve the report of the Audit Committee (attached).

Approval of the company's consolidated financial accounting for the year 2009. To approve the consolidated financial statements for the year 2009 (attached).
Allocation of the profit of the Company of 2009.

To approve allocation of the profit of the Company of 2009 as follows:

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)

For the dividends 2009, it shall be allocated LTL 3.844.483,40 (EUR 1.113.439,35), i.e. LTL 0,10 (EUR 0,029) per share (before tax).

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

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.

Regarding purchase of own shares.

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.

Regarding compounding the reserve to acquire own shares.

To compound a 15 (fifteen) million litas (EUR 4.344.300) reserve for acquisition of own shares. Along with the previously compound reserve for acquisition of own shares, the total reserve for acquisition of own shares will make LTL 29.188.000 (EUR 8.453.000).

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5. Regarding purchase of own shares

Pursuing resolution of the 30th April 2010 general meeting of shareholders of AB "Rokiskio suris" to acquire up to 10 per cent of the company's shares, the 26th July 2010 Board of Directors of AB "Rokiskio suris" resolved:

Purchase up to 3.844.400 (three million eight hundred forty four thousand four hundred) units of ordinary registered shares of AB "Rokiskio suris" LTL 1 (one) litas par value. (10 per cent of the authorized capital).
The price for purchase of own shares is set at LTL 4,25 (four litas 25 ct) per ordinary registered share of AB "Rokiskio suris".
Duration of purchase of own shares - 14 days. The shares will be purchased as from July 28th, 2010 until August 10th, 2010 via the official tender submarket of Securities Exchange NASDAQ OMX Vilnius.
In case the quantity of shares offered for purchase is greater than it is intended to buy, the amount of offered for purchase shares will be proportionally decreased.

6. Preliminary results of the group of AB "Rokiskio suris" for 6 months 2010

The preliminary consolidated non-audited result of the group of AB "Rokiskio suris" for 6 month period of the year 2010 reached LTL 2,7 million of net profit.

7. Acquisition of own shares by AB "Rokiskio suris"

In the course of official tender as from 28-07-2010 to 10-08-2010 AB "Rokiskio suris" purchased 823 234 units of own shares, and it makes 2,14 % of the Company's Authorised Capital.

8. Regarding purchase of own shares

Pursuing resolution of the 30th April 2010 general meeting of shareholders of AB "Rokiskio suris" to acquire up to 10 per cent of the company's shares, the 7th September 2010 Board of Directors of AB "Rokiskio suris" resolved:

Purchase up to 3.020.000 (three million twenty thousand) units of ordinary registered shares of AB "Rokiskio suris" LTL 1 (one) litas par value.
The price for purchase of own shares is set at LTL 4,55 (four litas 55 ct) per ordinary registered share of AB "Rokiskio suris".
Duration of purchase of own shares - 14 days. The shares will be purchased as from September 10th, 2010 until September 23th, 2010 via the official tender submarket of Securities Exchange NASDAQ OMX Vilnius.
In case the quantity of shares offered for purchase is greater than it is intended to buy, the amount of offered for purchase shares will be proportionally decreased.
Acquisition of own shares by AB "Rokiskio suris"

In the course of official tender as from 10/09/2010 to 23/09/2010 AB "Rokiskio suris" purchased 1 753 630 units of own shares, and it makes 4,56 % of the Company's Authorised Capital. Purchase price per share equals to LTL 4,55.

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Currently, AB "Rokiskio suris" owns 2 576 924 units of treasury shares including the previously acquired shares, and it makes 6,70 % of the company's authorized capital.

10. Regarding purchase of shares in treasure

Having considered the results of purchase of treasury shares (it was bought 6,70 per cent of the authorized capital) and following the resolution of general meeting of shareholders to purchase up to 10 per cent of the company's shares, the 24th September 2010 Board of Directors resolved to extend purchase of treasury shares up to the limit as follows:

Purchase up to 1 266 370 units (one million two hundred sixty six thousand three hundred seventy) ordinary registered shares of AB "Rokiskio suris" LTL 1 (one) litas par value, and this would make 10 per cent of the authorized capital including the shares bought before. The company will not be able to buy more shares after it completes this purchase.
Price for purchase of own shares is set at LTL 4,55 (four litas 55 ct) per ordinary registered share of AB "Rokiskio suris", i.e. the same price as it was set for the last purchase session.
Period for purchase of own shares - 14 days. The shares will be purchased as from 29th September 2010 until 12th October 2010 by the Stock Exchange NASDAQ OMX Vilnius via official tender submarket.
Should there be more shares offered to buy compared to the limited amount intended to purchase, the number of shares proposed to buy will be reduced proportionally.

11. Consolidated interim statements of AB "Rokiskio suris" group for 9 months 2010

The consolidated non-audited sales of the AB"Rokiskio suris" group for 9 months 2010 made LTL 390,384 million (EUR 113,063 million), i.e. 8,96 per cent less compared to the same period last year. In 2009, the consolidated sales of the third quarter made LTL 428,831 million (EUR 124,198 million).

The consolidated non-audited net profit of the group within nine months 2010 made LTL 12,526 million (EUR 3,628 million), i.e. 29,19 per cent more compared to the same period last year. In 2009, the third quarter consolidated profit made LTL 9,696 million (EUR 2,808 million).

It should be noted that the company's profit was exclusively earned in the export markets. The sales on the local market made a loss of LTL 1,64 million (EUR 0,47 million) within the nine month period of 2010. The sales on the local market dropped by over 10 per cent compared to the same period last year.

12. Resolutions approved by the extraordinary general meeting of shareholders of AB Rokiskio suris

Resolutions approved by the extraordinary general meeting of shareholders of AB "Rokiskio suris" on 23rd December 2010:

Regarding decrease of the Authorized Capital of the Company by annulment of treasury shares Resolved:

To decrease the Authorized capital of AB "Rokiskio suris" by LTL 2 576 924 (two million five hundred seventy six thousand nine hundred twenty four litas), in the way of annulment of 2 576 924 (two million five hundred seventy six thousand nine hundred twenty four) ordinary registered shares at par value of LTL 1 (one) litas.

After annulment of treasury shares, the Authorized capital of AB "Rokiskio suris" shall make LTL 35 867 970 (thirty five million eight hundred sixty seven thousand nine hundred seventy litas) divided into 35 867 970 (thirty five million eight hundred sixty seven thousand nine hundred seventy) ordinary registered shares at par value of LTL 1 (one) litas.

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Amendments of the Company's Articles of Association.

Resolved:

To amend the Company's Articles of Association:

To identify the corrected size of the authorized capital resulted from its decrease by annulment of treasury shares. The amended point 3.1 of the Company's Articles of Association shall be read as follows:

"3.1. Authorized Capital of the Company is equal to LTL 35,867,970 (thirty five million eight hundred sixty seven thousand nine hundred seventy litas). The Authorized Capital is divided into 35,867,970 (thirty five million eight hundred sixty seven thousand nine hundred seventy) ordinary registered shares at a par value of LTL 1 (one litas)."

To change the procedure of announcement of the Company's notifications. The amended point 10.1 and a new point 10.2 of the Company's Articles of Association shall be read as follows:

"10.1. The Company's information as regulated by the Law on Joint stock companies of the Republic of Lithuania, the Law on securities and the laws on financial markets pursuing Article 28 of the Law on Securities of the Republic of Lithuania are announced publicly and it is placed in the central information base. "

"10.2. In cases set by the Law on Joint stock companies of the Republic of Lithuania, as well as other laws and the Articles of Association when the Company's notices shall be announced publicly, they are announced in an electronic release "Public announcements of juridical bodies" published by a public corporation "VĮ Registrų centras". Other public announcements to be released in accordance with the applicable laws (including announcements on the reorganization of the Company, and decrease of the Authorized capital) shall be announced publicly, they are announced in an electronic release "Public announcements of juridical bodies" published by a public corporation "VĮ Registrų centras" or circulated to every shareholder or other person to be informed by the registered mail or given upon signature. The Company's announcements are announced and/ or sent pursuing the terms set by the Lithuanian Laws and the Articles of Association. The Company's head manager takes responsibility for the timely announcement of the Company's information and its circulation."

To supplement the Company's Articles of Association with Article 11 "Procedure of amendments to be made to the Articles of Association", and point 11.1 shall be read as follows:

"11.1. The Company's Articles of Association may be amended upon the initiative of the Board of Directors or the shareholders whose shares provide not less than 1/20 of the total votes. Resolution to make changes to the Articles of Association shall be accepted by the General Meeting of Shareholders when it is approved by 2/3 of the participating votes. If the General Meeting of

Shareholders decides to make amendments to the Articles of Association, the full text of new reading is prepared and signed by the authorised person by the General Meeting of Shareholders.

The CEO Antanas Trumpa is authorized to sign the Company's Articles of Association and to proceed with any actions related with the amendment of the Articles of Association and its registering in the Register of Juridical Bodies."

Regarding purchase of own shares. Resolved:

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 - EUR 3,475 (LTL 12,00) minimal purchase price per share is set equally to nominal value of share - EUR 0,290 (LTL 1,00).

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, it shall be provided the 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.

Upon the resolution of previous general meeting of shareholders it is formed a reserve of LTL 29 188 thousand to purchase the company's shares. Having decreased the Authorized Capital upon annulment of 2 576 924 treasury shares, the reserve for purchase of own shares is equal to LTL 20 287 thousand (EUR 5 876 thousand).

13. Update on the emission of shares of AB "Rokiskio suris"

As at December 31st 2010, the Authorised capital of AB "Rokiskio suris" makes LTL 38,444,894 divided into 38,444,894 ordinary registered shares at par value of LTL 1 (one) litas. Number of treasury shares makes 2,576,924. number of shares with the voting right is 35,867,970.

All information on the company's material events is presented following Article 28 of the Law on Securities of the Republic of Lithuania.

The company publishes its information through the base of Central Regulated Information, on the website of Vilnius Securities Exchange NASDAQ OMX http://www.nasdaqomxbaltic.com and the company's website www.rokiskio.com

36. Information on the publicly announced data after the end of fiscal year

The 23rd Decembeer 2010 general meeting of shareholders resolved to reduce the authorized capital of AB Rokiskio suris by LTL 2 576 924 (two million five hundred seventy six thousand nine hundred twenty four litas) in the way of annulment of 2 576 924 (two million five hundred seventy six thousand nine hundred twenty four) ordinary registered shares as par value of LTL 1 (one).

The shares were purchased during the year 2010 via the official tender submarket of Securities Exchange NASDAQ OMX Vilnius.

The same general meeting of shareholders resolved to amend the Articles of Association of AB Rokiskio suris regarding decrease of the authorized capital due to the withdrawal of treasury shares.

Having withdrawn the treasury shares, the authorized capital of AB Rokiskio suris makes LTL 35 867 970 (thirty five million eight hundred sixty seven thousand nine hundred seventy litas) divided into 35 867 970 (thirty five million eight hundred sixty seven thousand nine hundred seventy) ordinary registered shares with par value of LTL 1 (one litas). Reduction of the company's

authorized capital made no change to the company's shareholders in terms of the number of shares and their nominal value.

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On March 8th 2011 a new wording of the Articles of Association of AB "Rokiškio sūris" was registered in the Register of Legal Entities. Currently, the authorized capital of AB Rokiskio suris is made of LTL 35 867 970 (thirty five million eight hundred sixty seven thousand nine hundred seventy litas) divided into 35 867 970 (thirty five million eight hundred sixty seven thousand nine hundred seventy) ordinary registered shares with par value of LTL 1 (one litas). Reduction of the company's authorized capital made no change to the company's shareholders in terms of the number of shares and their nominal value.

Other information of the key events having taken place by the end of the financial year is presented with the consolidated financial account under Note 34.

37. Information on audit

The audit of AB "Rokiškio sūris" (The Group) consolidated balance sheet and related comprehensive income statement as at 31st December 2010, as well as cash flow and changes in equity statements were done by UAB "PricewaterhouseCoopers".

38. Performance strategy and evaluated changes in the nearest fiscal year

Vision

Joint stock company Rokiškio sūris – the leader in milk processing in Lithuania and the leader in cheese making in the Baltic States.

Mission

Joint stock company Rokiškio sūris is a strong, modern and reliable enterprise which is creating and constantly increasing its value for company participants as well as taking care of the welfare of its staff.

Essential values:

Professional approach.
Impeccable attention to the satisfaction of the needs of our clients and consumers.
Respect for and trust in employees.
Constant improvement.

Long-term Objectives

Creation of a solid and profitable EU market for AB "Rokiškio sūris" products and services
Consolidation, creation and safeguarding of a safe long-term market for the company's cheese in the EU countries
Development of cheese assortment with the help of new product creation and effective marketing activities, satisfaction of the EU and the world market needs
Modernisation and rationalisation of agricultural product processing and marketing, improvement of their competitive ability and the surplus value increase.
Ensuring of a stable and coordinated waste-free production programme.

The Group's Main Objectives

• Sales and marketing area – preservation of the market share and penetration into new profitable markets, development of new products and services;

Production area preservation of the highest quality, production of new dairy products and assortment renewal, complete use of present production capacities and implementation of the newest technologies;
Raw milk purchase status preservation of the biggest and most reliable raw milk purchaser in Lithuania and milk acquisition in neighbouring countries;
Finance securing desirable profitability and liquidity, maximising shareholders' property value;
Management improving the functional management system by implementing both management and new products.
Human resource management: training of employees at all levels according to the prepared plan and enjoying structural funds. The programme of training should cover not less than 200 employees including managers and specialists, including a cognitive seminar of 7-14 days in a foreign country. Specific attention is paid to learning of foreign languages. Also, attestation of all responsible employees should be carried out.

SUPPLEMENT TO THE CONSOLIDATED ANNUAL REPORT 2010

Rokiskio suris AB disclosure of compliance with the Governance Code of the companies whose securities are traded on a regulated market

Rokiskio suris AB, following Article 21 paragraph 3 of the Law on Securities of the Republic of Lithuania and item 24.5 of the Trading Rules of the Vilnius Stock Exchange, discloses its compliance with the Governance Code, approved by the VSE for the companies listed on the regulated market, and its specific provisions.

	YES/N
	O /NOT
PRINCIPLES/ RECOMMENDATIONS	APPLI	COMMENTARY
	CABLE
Principle I: Basic Provisions

		The overriding objective of a company should be to operate in common interests of all the
shareholders by optimizing over time shareholder value.
1.1. A company should adopt and make public	Yes	The Company announces its development
the company's development strategy and		strategy and objectives publicly in its annual
objectives by clearly declaring how the		reports.
company intends to meet the interests of its
shareholders and optimize shareholder value.
1.2. All management bodies of a company	Yes	The Company's managing bodies act in
should act in furtherance of the declared		furtherance of the strategic plan according to
strategic objectives in view of the need to		which the mission is to form a strong,
optimize shareholder value.		financially sound and technically modern
		enterprise creating and constantly increasing
		its value for shareholders.
1.3. A company's supervisory and	Yes	As the Company does not have a supervisory
management bodies should act in close co		body – a Supervisory Board, the function of
operation in order to attain maximum benefit		supervision is acted by the Audit Committee,
for the company and its shareholders.		as well as the Board of Directors and the
		Company's manager in the manner of close
		cooperation (the Company's manager, and
		members of the Board when needed, are
		invited to participate at the meetings of the
		Audit Committee. They submit reports on the
		company's performance, implementation of
		strategic plan and budgeting, provide
		recommendations for the financial reporting),
		which inure to both the Company and
		shareholders benefit.

1.4. A company's supervisory and	Yes	The Company's Board of Directors and
management bodies should ensure that the		managing bodies ensure the rights and interests
rights and interests of persons other than the		of shareholders, employees, raw material
company's shareholders (e.g. employees,		suppliers are duly respected. Employees can
creditors, suppliers, clients, local community),		enjoy opportunities to improve their
participating in or connected with the		qualification at various seminars and courses
company's operation, are duly respected.		in Lithuania and abroad, development of milk
		farms is supported, and organic farms are
		encouraged. The great part of employees and
		milk producers are shareholders of the
		Company.

_____________________________________________________________________________________

Principle II: The corporate governance framework

The corporate governance framework should ensure the strategic guidance of the company, the effective oversight of the company's management bodies, an appropriate balance and distribution of functions between the company's bodies, protection of the shareholders' interests.

2.1. Besides obligatory bodies provided for in the Law on Companies of the Republic of Lithuania – a general shareholders' meeting and the chief executive officer, it is recommended that a company should set up both a collegial supervisory body and a collegial management body. The setting up of collegial bodies for supervision and management facilitates clear separation of management and supervisory functions in the company, accountability and control on the part of the chief executive officer, which, in	No	The Company's managing bodies are a general shareholders' meeting, the Board of Directors and the Chief Executive Officer. The Company does not have a collegial supervisory body, and its functions are overtaken by the Board of Directors. The Company's CEO is accountable to the Board of Directors.
its turn, facilitate a more efficient and transparent management process.
2.2. A collegial management body is responsible for the strategic management of the company and performs other key functions of corporate governance. A collegial supervisory body is responsible for the effective supervision of the company's management bodies.	Yes	Functions of the collegial management body are carried out by the Board of Directors.
2.3. Where a company chooses to form only one collegial body, it is recommended that it should be a supervisory body, i.e. the supervisory board. In such a case, the supervisory board is responsible for the effective monitoring of the functions performed by the company's chief executive officer.	No	The Company has only one collegial management body and it is the Board of Directors who carry out the functions of the supervisory board.
2.4. The collegial supervisory body to be elected by the general shareholders' meeting should be set up and should act in the manner defined in Principles III and IV. Where a company should decide not to set up a	Yes	The Company has a collegial management body – the Board of Directors. Principles III and IV of the Code are applied to the Board of Directors.

collegial supervisory body but rather a collegial management body, i.e. the board, Principles III and IV should apply to the board as long as that does not contradict the essence and purpose of this body.
2.5. Company's management and supervisory bodies should comprise such number of board (executive directors) and supervisory (non executive directors) board members that no individual or small group of individuals can dominate decision-making on the part of these bodies.	Yes	According to the Articles of Association the Board of Directors consists of 9 members. The Company believes that 9 members are able to ensure productive work of the Board of Directors enabling to adopt resolutions and it is assumed that an individual member or small group do not dominate the decisions of the Board of Directors.
2.6. Non-executive directors or members of the supervisory board should be appointed for specified terms subject to individual re election, at maximum intervals provided for in the Lithuanian legislation with a view to ensuring necessary development of professional experience and sufficiently frequent reconfirmation of their status. A possibility to remove them should also be stipulated however this procedure should not be easier than the removal procedure for an executive director or a member of the management board.	Yes	According to the Articles of the Association the Board of Directors is elected for the 4 year period. Cadency number is not limited. A possibility to resign or remove a member of the Board of Directors is regulated by the Lithuanian legislation – a Board member may resign before his/her cadency is ended if the company is informed about it in written not later than 14 days in advance.
2.7. Chairman of the collegial body elected by the general shareholders' meeting may be a person whose current or past office constitutes no obstacle to conduct independent and impartial supervision. Where a company should decide not to set up a supervisory board but rather the board, it is recommended that the chairman of the board and chief executive officer of the company should be a different person. Former company's chief executive officer should not be immediately nominated as the chairman of the collegial body elected by the general shareholders' meeting. When a company chooses to departure from these recommendations, it should furnish information on the measures it has taken to ensure impartiality of the supervision.	No	The Company's Board Chairman is not the Chief Executive Officer, but he is a director of daughter company.

Principle III: The order of the formation of a collegial body to be elected by a general shareholders' meeting

The order of the formation a collegial body to be elected by a general shareholders' meeting should ensure representation of minority shareholders, accountability of this body to the shareholders and objective monitoring of the company's operation and its management bodies.

3.1. The mechanism of the formation of a collegial body to be elected by a general shareholders' meeting (hereinafter in this Principle referred to as the 'collegial body') should ensure objective and fair monitoring of the company's management bodies as well as representation of minority shareholders.	Yes	Only 2 Members of the Board of Directors of total 9 are shareholders of the Company. Other members are minor shareholders. Minor shareholders are not limited in their right to represent their interests and have their representative on the Board of Directors. Pursuing the resolution of general meeting of shareholders according to the Law on Joint Stock Companies the Board members are provided remuneration in the form of tantiemes
3.2. Names and surnames of the candidates to become members of a collegial body, information about their education, qualification, professional background, positions taken and potential conflicts of interest should be disclosed early enough before the general shareholders' meeting so that the shareholders would have sufficient time to make an informed voting decision. All factors affecting the candidate's independence, the sample list of which is set out in Recommendation 3.7, should be also disclosed. The collegial body should also be informed on any subsequent changes in the provided information. The collegial body should, on yearly basis, collect data provided in this item on its members and disclose this in the company's annual report.	Yes	Information about the members of the Board of Directors (names, education, qualifications, professional experience, participation in the activities of other companies, other important professional obligations) is provided in the periodical reports.
3.3. Should a person be nominated for members of a collegial body, such nomination should be followed by the disclosure of information on candidate's particular competences relevant to his/her service on the collegial body. In order shareholders and investors are able to ascertain whether member's competence is further relevant, the collegial body should, in its annual report, disclose the information on its composition and particular competences of individual members which are relevant to their service on the collegial body.	Yes	A candidate to the members of the Board inform general meeting of shareholders about his/ her education, professional performance, position and participation in the activities of other companies. Members of the Board provide information on the participation in qualification programmes related with activities on the Board.

3.4. In order to maintain a proper balance in	Yes	The members of Company's collegial body –
terms of the current qualifications possessed		the Board of Directors – are the Company's
by its members, the desired composition of the		Functional Directors leading some specific
collegial body shall be determined with regard		areas of the Company's performance, they are
to the company's structure and activities, and		competent and qualified to maintain their
have this periodically evaluated. The collegial		functions.
body should ensure that it is composed of		The Audit Committee consists of 3 members,
members who, as a whole, have the required		one of which is independent and has at least 5
diversity of knowledge, judgment and		year experience in accounting. Other members
experience to complete their tasks properly.		of the Audit Committee are also qualified to
The members of the audit committee,		maintain their functions. The Auditing
collectively, should have a recent knowledge		Committee carries out independent and
and relevant experience in the fields of		objective activities analyzing, evaluating and
finance, accounting and/or audit for the stock		consulting the Company in order to improve
exchange listed companies. At least one of the		the Company's performance and increase its
members of the remuneration committee		added value.
should have knowledge of and experience in
the field of remuneration policy.
3.5. All new members of the collegial body	No	All new Board members are informed on the
should be offered a tailored program focused		Company's performance, organization and
on introducing a member with his/her duties,		changes in the meetings of the Board of
corporate organization and activities. The		Directors.
collegial body should conduct an annual
review to identify fields where its members
need to update their skills and knowledge.
3.6. In order to ensure that all material	No	There are no independent members on the
conflicts of interest related with a member of		Board of Directors.
the collegial body are resolved properly, the
collegial body should comprise a sufficient
number of independent members.
3.7. A member of the collegial body should be	No	As from 1995 until 2006, the greatest part of
considered to be independent only if he is free		the Board of the Company was made of

of any business, family or other relationship		independent members. When the structure of
with the company, its controlling shareholder		shareholders changed, and the Board of
or the management of either, that creates a		Directors resigned, the new members were
conflict of interest such as to impair his		elected, and they do not comply with the
judgment. Since all cases when member of the		Code's independency criteria.
collegial body is likely to become dependant
are impossible to list, moreover, relationships
and circumstances associated with the
determination of independence may vary
amongst companies and the best practices of
solving this problem are yet to evolve in the
course of time, assessment of independence of
a member of the collegial body should be
based on the contents of the relationship and
circumstances rather than their form. The key
criteria for identifying whether a member of
the collegial body can be considered to be
independent are the following:
1)He/she is not an executive director or

member of the board (if a collegial body elected by the general shareholders' meeting is the supervisory board) of the company or any associated company and has not been such during the last five years;

2)He/she is not an employee of the company or some any company and has not been such during the last three years, except for cases when a member of the collegial body does not belong to the senior management and was elected to the collegial body as a representative of the employees;
3)He/she is not receiving or has been not receiving significant additional remuneration from the company or associated company other than remuneration for the office in the collegial body. Such additional remuneration includes participation in share options or some other performance based pay systems; it does not include compensation payments for the previous office in the company (provided that such payment is no way related with later position) as per pension plans (inclusive of deferred compensations);
4)He/she is not a controlling shareholder or representative of such shareholder (control as defined in the Council Directive 83/349/EEC Article 1 Part 1);
5)He/she does not have and did not have any material business relations with the company or associated company within the past year directly or as a partner, shareholder, director or superior employee of the subject having such relationship. A subject is considered to have business relations when it is a major supplier or service provider (inclusive of financial, legal, counseling and consulting services), major client or organization receiving significant payments from the

company or its group;
6)He/she is not and has not been, during the last three years, partner or employee of the current or former external audit company of the company or associated company;
7)He/she is not an executive director or member of the board in some other company where executive director of the company or member of the board (if a collegial body elected by the general shareholders' meeting is the supervisory board) is non-executive director or member of the supervisory board, he/she may not also have any other material relationships with executive directors of the company that arise from their participation in activities of other companies or bodies;
8) He/she has not been in the position of a member of the collegial body for over than 12 years;
9)He/she is not a close relative to an executive director or member of the board (if a collegial body elected by the general shareholders' meeting is the supervisory board) or to any person listed in above items 1 to 8. Close relative is considered to be a spouse (common-law spouse), children and parents.
3.8. The determination of what constitutes independence is fundamentally an issue for the collegial body itself to determine. The collegial body may decide that, despite a particular member meets all the criteria of independence laid down in this Code, he cannot be considered independent due to special personal or company-related circumstances.

3.9. Necessary information on conclusions the collegial body has come to in its determination of whether a particular member of the body should be considered to be independent should be disclosed. When a person is nominated to become a member of the collegial body, the company should disclose whether it considers the person to be independent. When a particular member of the collegial body does not meet one or more criteria of independence set out in this Code, the company should disclose its reasons for nevertheless considering the member to be independent. In addition, the company should annually	No	By 2006, the Board of Directors consisted of 3 independent members of 5. Upon the shareholder structure change, the consistence of the Board changed also. At present, there are no members who comply with the independency criteria.
disclose which members of the collegial body
it considers to be independent.
3.10. When one or more criteria of independence set out in this Code has not been met throughout the year, the company should disclose its reasons for considering a particular member of the collegial body to be independent. To ensure accuracy of the information disclosed in relation with the independence of the members of the collegial body, the company should require independent members to have their independence periodically re-confirmed.	No	At present, there are no members who comply with the independency criteria. No other group of shareholders having no relations with the company's management have not raised a will to have their member on the Company's Board, so they didn't offer a candidacy. The Company's attempt to incorporate an independent member didn't serve the purpose (such a member was Alvydas Miliunas – chairman of agricultural company Kubiliai).
3.11. In order to remunerate members of a collegial body for their work and participation in the meetings of the collegial body, they may be remunerated from the company's funds. The general shareholders' meeting should approve the amount of such remuneration.	No	At present, there are no members who comply with the independency criteria.

Principle IV: The duties and liabilities of a collegial body elected by the general shareholders' meeting

The corporate governance framework should ensure proper and effective functioning of the collegial body elected by the general shareholders' meeting, and the powers granted to the collegial body should ensure effective monitoring of the company's management bodies and protection of interests of all the company's shareholders.

4.1. The collegial body elected by the general	Yes	The Board of Directors approves and submits
shareholders' meeting (hereinafter in this		reciprocations and recommendations to a
Principle referred to as the 'collegial body')		general meeting of shareholders regarding
should ensure integrity and transparency of		annual accountability of the Company,
the company's financial statements and the		distribution of the profit, annual report of the
control system. The collegial body should		Company, as well as carries out other
issue recommendations to the company's		functions.
management bodies and monitor and control
the company's management performance.

4.2. Members of the collegial body should act in good faith, with care and responsibility for the benefit and in the interests of the company and its shareholders with due regard to the interests of employees and public welfare. Independent members of the collegial body should (a) under all circumstances maintain independence of their analysis, decision making and actions (b) do not seek and accept any unjustified privileges that might compromise their independence, and (c) clearly express their objections should a member consider that decision of the collegial body is against the interests of the company. Should a collegial body have passed decisions independent member has serious doubts about, the member should make adequate conclusions. Should an independent member resign from his office, he should explain the reasons in a letter addressed to the collegial body or audit committee and, if necessary, respective company-not-pertaining body (institution).	Yes	By the Company's information, all Board members act in good will vis-a-vis the Company. They are guided by the Company's interests but not their own or any third parties seeking to maintain their independency when accepting decisions.
4.3. Each member should devote sufficient time and attention to perform his duties as a member of the collegial body. Each member of the collegial body should limit other professional obligations of his (in particular any directorships held in other companies) in such a manner they do not interfere with proper performance of duties of a member of the collegial body. In the event a member of the collegial body should be present in less than a half of the meetings of the collegial body throughout the financial year of the company, shareholders of the company should be notified.	Yes	Each member of the collegial body fulfills his/ her functions properly: actively participates at the meetings of collegial body, and devotes sufficient time to perform his/ her duties as a member of the collegial body. The quorum of each meeting was regulated so the Board of Directors would be enabled to accept decisions constructively.
4.4. Where decisions of a collegial body may have a different effect on the company's shareholders, the collegial body should treat all shareholders impartially and fairly. It should ensure that shareholders are properly informed on the company's affairs, strategies, risk management and resolution of conflicts of interest. The company should have a clearly established role of members of the collegial body when communicating with and committing to shareholders.	Yes	The Company acts honestly and without bias with its shareholders. The shareholders are informed on the Company's activities in accordance with the Lithuanian legislation by announcing the information in annual reports, through the Central information base and the company's website.

4.5. It is recommended that transactions (except insignificant ones due to their low value or concluded when carrying out routine operations in the company under usual conditions), concluded between the company and its shareholders, members of the supervisory or managing bodies or other natural or legal persons that exert or may exert influence on the company's management should be subject to approval of the collegial body. The decision concerning approval of such transactions should be deemed adopted only provided the majority of the independent members of the collegial body voted for such a decision.	Yes	The Company's collegial body conclude transactions according to the Articles of Association of the Company and Work regulations of the collegial body.
4.6. The collegial body should be independent in passing decisions that are significant for the company's operations and strategy. Taken separately, the collegial body should be independent of the company's management bodies. Members of the collegial body should act and pass decisions without an outside influence from the persons who have elected it. Companies should ensure that the collegial body and its committees are provided with sufficient administrative and financial resources to discharge their duties, including the right to obtain, in particular from employees of the company, all the necessary information or to seek independent legal, accounting or any other advice on issues pertaining to the competence of the collegial body and its committees. When using the services of a consultant with a view to obtaining information on market standards for remuneration systems, the remuneration committee should ensure that the consultant concerned does not at the same time advise the human resources department, executive directors or collegial management organs of the company concerned.	No	The Company's Board members are not independent from the Executive management of the Company. Eight of nine board members are the company's employees. The Board of Directors pursue the Work Regulations of the Board in order to pass decisions. They work for benefit of the Company, and ensure continuous rise of shareholder value. The Company ensures that the collegial body – the Board of Directors – is provided with sufficient resources (including financial) to discharge their duties, including the right to obtain, in particular from employees of the company, all the necessary information or to seek independent legal, accounting or any other advice on issues pertaining to the competence of the collegial body and its committees. The Remuneration Committee is not formed at the Company.

4.7. Activities of the collegial body should be organized in a manner that independent members of the collegial body could have major influence in relevant areas where chances of occurrence of conflicts of interest are very high. Such areas to be considered as highly relevant are issues of nomination of company's directors, determination of directors' remuneration and control and assessment of company's audit. Therefore when the mentioned issues are attributable to the competence of the collegial body, it is recommended that the collegial body should establish nomination, remuneration, and audit committees. Companies should ensure that the functions attributable to the nomination, remuneration, and audit committees are carried out. However they may decide to merge these functions and set up less than three committees. In such case a company should explain in detail reasons behind the selection of alternative approach and how the selected approach complies with the objectives set forth for the three different committees. Should the collegial body of the company comprise small number of members, the functions assigned to the three committees may be performed by the collegial body itself, provided that it meets composition requirements advocated for the committees and that adequate information is provided in this respect. In such case provisions of this Code relating to the committees of the collegial body (in particular with respect to their role, operation, and transparency) should apply, where relevant, to the collegial body as a whole.	Yes/No	Pursuing the Law on Audit Article 52 part 1, the Company established the Audit Committee 21st complying with the August 2008 Resolution No. 1K-18 of the Securities Commission. Following the above requirements, the 24th April 2009 general meeting of shareholders approved Regulations of establishment and performance of the Audit Committee, also it elected an independent member of the committee, and approved full composition of the Audit Committee. The Audit Committee is an independent, and objective committee carrying out the functions of supervision, analyzing, evaluation and consultation in order to improve general organization and create value added. The main function of the Committee is systematic and versatile evaluation, as well as encouragement of better risk management, and sufficient control and maintenance procedures resulting in submission of recommendations to the Board of Directors and management. The nomination and remuneration committees are not formed at the Company.
4.8. The key objective of the committees is to increase efficiency of the activities of the collegial body by ensuring that decisions are based on due consideration, and to help organize its work with a view to ensuring that the decisions it takes are free of material conflicts of interest. Committees should exercise independent judgment and integrity when exercising its functions as well as present the collegial body with recommendations concerning the decisions of the collegial body. Nevertheless the final decision shall be adopted by the collegial body. The recommendation on creation of	No	The elected Audit Committee pursues the Regulations of the Audit Committee, including supervision of preparation of financial accounts, as well as functional internal control of the company, risk management and internal audit system, consequently the Committee will submit recommendations to the general meeting of shareholders in relation with the company's annual financial accounting and related matters. The collegial body remains fully responsible for the decisions made within its competence and adopts final decisions.

committees is not intended, in principle, to constrict the competence of the collegial body or to remove the matters considered from the purview of the collegial body itself, which remains fully responsible for the decisions taken in its field of competence.
4.9. Committees established by the collegial body should normally be composed of at least three members. In companies with small number of members of the collegial body, they could exceptionally be composed of two members. Majority of the members of each committee should be constituted from independent members of the collegial body. In cases when the company chooses not to set up a supervisory board, remuneration and audit committees should be entirely comprised of non-executive directors. Chairmanship and membership of the committees should be decided with due regard to the need to ensure that committee membership is refreshed and that undue reliance is not placed on particular individuals	Yes	The Audit Committee consists of 3 members, one of which is an independent member.
4.10. Authority of each of the committees should be determined by the collegial body. Committees should perform their duties in line with authority delegated to them and inform the collegial body on their activities and performance on regular basis. Authority of every committee stipulating the role and rights and duties of the committee should be made public at least once a year (as part of the information disclosed by the company annually on its corporate governance structures and practices). Companies should also make public annually a statement by existing committees on their composition, number of meetings and attendance over the year, and their main activities. Audit committee should confirm that it is satisfied with the independence of the audit process and describe briefly the actions it has taken to reach this conclusion.	Yes	The Audit Committee pursue its duties following the work regulations approved by the general meeting of shareholders. The Committee is accountable to the general meeting of shareholders providing the information on the independency of auditing procedure.

4.11. In order to ensure independence and impartiality of the committees, members of the collegial body that are not members of the committee should commonly have a right to participate in the meetings of the committee only if invited by the committee. A committee may invite or demand participation in the meeting of particular officers or experts. Chairman of each of the committees should have a possibility to maintain direct communication with the shareholders. Events when such are to be performed should be specified in the regulations for committee activities.	Yes	The Audit Committee will invite the CEO of the Company as well as other employees related with the discussed issues to their meetings. Also, the Chairman of the Committee is provided with the right to communicate with shareholders.
4.12. Nomination Committee. 4.12.1. Key functions of the nomination committee should be the following:	No	There is not a Nomination Committee in the Company.
• Identify and recommend, for the approval of the collegial body, candidates to fill board vacancies. The nomination committee should evaluate the balance of skills, knowledge and experience on the management body, prepare a description of the roles and capabilities required to assume a particular office, and assess the time commitment expected. Nomination committee can also consider candidates to members of the collegial body delegated by the shareholders of the company; • Assess on regular basis the structure, size, composition and performance of the supervisory and management bodies, and make recommendations to the collegial body regarding the means of achieving necessary changes; • Assess on regular basis the skills, knowledge and experience of individual directors and report on this to the collegial body; • Properly consider issues related to succession planning; • Review the policy of the management bodies for selection and appointment of senior management.
4.12.2. Nomination committee should consider proposals by other parties, including management and shareholders. When dealing with issues related to executive directors or members of the board (if a collegial body elected by the general shareholders' meeting is the supervisory board) and senior

management, chief executive officer of the company should be consulted by, and entitled to submit proposals to the nomination committee.

4.13. Remuneration Committee. 4.13.1. Key functions of the remuneration committee should be the following: 1) Make proposals, for the approval of the collegial body, on the remuneration policy for members of management bodies and executive directors. Such policy should address all forms of compensation, including the fixed remuneration, performance-based remuneration schemes, pension arrangements, and termination payments. Proposals considering performance-based remuneration schemes should be accompanied with recommendations on the related objectives and evaluation criteria, with a view to properly aligning the pay of executive director and members of the management bodies with the long-term interests of the shareholders and the objectives set by the collegial body; 2) Make proposals to the collegial body on the individual remuneration for executive directors and member of management bodies in order their remunerations are consistent with company's remuneration policy and the evaluation of the performance of these persons	No	There is not a Remuneration Committee in the Company.

concerned. In doing so, the committee should
be properly informed on the total
compensation obtained by executive directors
and members of the management bodies from
the affiliated companies;
3) Ensure that remuneration of individual
executive directors or members of
management body is proportionate to the
remuneration of other executive directors or
members of management body and other staff
members of the company.
4) Periodically review the remuneration policy
for executive directors or members of
management body, including the policy
regarding share-based remuneration, and its
implementation.
5) Make proposals to the collegial body on
suitable forms of contracts for executive
directors and members of the management
bodies;
6) Assist the collegial body in overseeing how
the company complies with applicable
provisions regarding the remuneration-related
information disclosure (in particular the
remuneration policy applied and individual
remuneration of directors);
7) Make general recommendations to the
executive directors and members of the
management bodies on the level and structure of remuneration for senior management (as
defined by the collegial body) with regard to
the respective information provided by the
executive directors and members of the
management bodies.
4.13.2. With respect to stock options and other
share-based incentives which may be granted
to directors or other employees, the committee
should:
1) Consider general policy regarding the
granting of the above mentioned schemes, in
particular stock
options, and make any related proposals to the
collegial body;
2) Examine the related information that is
given in the company's annual report and
documents intended for the use during the
shareholders meeting;
3) Make proposals to the collegial body
regarding the choice between granting options
to subscribe shares or granting options to
purchase shares, specifying the reasons for its

choice as well as the consequences that this
choice has.
4.13.3. Upon resolution of the issues
attributable to the competence of the
remuneration committee, the committee
should at least address the chairman of the
collegial body and/or chief executive officer
of the company for their opinion on the
remuneration of other executive directors or
members of the management bodies.
4.13.4. The remuneration committee should
report on the exercise of its functions to the
shareholders and be
present at the annual general meeting for this
purpose.
4.14. Audit Committee.	Yes	The Audit Committee is independent, objective
		committee carrying out the functions of
4.14.1. Key functions of the audit committee		supervision, analyzing, evaluation and
should be the following:		consultation in order to improve general
• Observe the integrity of the financial		organization and create value added. The key
information provided by the company, in		function of the Committee is systematic and
particular by reviewing the relevance and		versatile evaluation, as well as encouragement
consistency of the accounting methods used		of better risk management, and sufficient
by the company and its group (including the		control and maintenance procedures resulting
criteria for the consolidation of the accounts of		in submission of recommendations to the
companies in the group);		general meeting of shareholders and the board
• At least once a year review the systems of		of directors in order to implement set
internal control and risk management to		objectives.
ensure that the key risks (inclusive of the risks		The Audit Committee analyses the
in relation with compliance with existing laws		consolidated financial information and provide
and regulations) are properly identified,		their recommendations for the integrity of such
managed and reflected in the information		information, the Committee make their
provided;		recommendations regarding selection of the
• Ensure the efficiency of the internal audit		external auditor and inspects effectiveness of
function, among other things, by making		the external auditor's performance as well as
recommendations on the selection,		the reaction of the Company's management to
appointment, reappointment and removal of		their recommendations which are provided by
the head of the internal audit department and		the letter to the management.
on the budget of the department, and by		All members of the committee are furnished
monitoring the responsiveness of the		with complete information on particulars of
management to its findings and		accounting, financial and other operations of
recommendations. Should there be no internal		the company. Company's management
audit authority in the company, the need for		informs the Audit Committee of the methods
one should be reviewed at least annually;		used to account for significant and unusual
• Make recommendations to the collegial body		transactions.
related with selection, appointment,		The Audit Committee has a right to demand
reappointment and removal of the external		that the Board Chairman, Chief Executive
auditor (to be done by the general		Officer of the company, Chief Financial
shareholders' meeting) and with the terms and		Officer would participate at its meetings. The
conditions of his engagement. The committee		committee is also entitled, when needed, to
should investigate situations that lead to a		meet with any relevant person without

resignation of the audit company or auditor and make recommendations on required actions in such situations;

• Monitor independence and impartiality of the external auditor, in particular by reviewing the audit company's compliance with applicable guidance relating to the rotation of audit partners, the level of fees paid by the company, and similar issues. In order to prevent occurrence of material conflicts of interest, the committee, based on the auditor's disclosed inter alia data on all remunerations paid by the company to the auditor and network, should at all times monitor nature and extent of the non-audit services. Having regard to the principals and guidelines established in the 16 May 2002 Commission Recommendation 2002/590/EC, the committee should determine and apply a formal policy establishing types of non-audit services that are (a) excluded, (b) permissible only after review by the committee, and (c) permissible without referral to the committee; • Review efficiency of the external audit process and responsiveness of management to recommendations made in the external auditor's management letter.

4.14.2. All members of the committee should be furnished with complete information on particulars of accounting, financial and other operations of the company. Company's management should inform the audit committee of the methods used to account for significant and unusual transactions where the accounting treatment may be open to different approaches. In such case a special consideration should be given to company's operations in offshore centers and/or activities carried out through special purpose vehicles (organizations) and justification of such operations.

4.14.3. The audit committee should decide whether participation of the chairman of the collegial body, chief executive officer of the company, chief financial officer (or superior employees in charge of finances, treasury and accounting), or internal and external auditors in the meetings of the committee is required (if required, when). The committee should be executive directors and members of the management bodies present.

The Audit Committee will present its performance report for the general meeting of shareholders, when the annual financial reports are being approved.

entitled, when needed, to meet with any relevant person without executive directors and members of the management bodies present.

4.14.4. Internal and external auditors should be secured with not only effective working relationship with management, but also with free access to the collegial body. For this purpose the audit committee should act as the principal contact person for the internal and external auditors.

4.14.5. The audit committee should be informed of the internal auditor's work program, and should be furnished with internal audit's reports or periodic summaries. The audit committee should also be informed of the work program of the external auditor and should be furnished with report disclosing all relationships between the independent auditor and the company and its group. The committee should be timely furnished information on all issues arising from the audit.

4.14.6. The audit committee should examine whether the company is following applicable provisions regarding the possibility for employees to report alleged significant irregularities in the company, by way of complaints or through anonymous submissions (normally to an independent member of the collegial body), and should ensure that there is a procedure established for proportionate and independent investigation of these issues and for appropriate follow-up action.

4.14.7. The audit committee should report on its activities to the collegial body at least once in every six months, at the time the yearly and half-yearly statements are approved.

4.15. Every year the collegial body should	No	There	is	no	practice	of	collegial	body
conduct the assessment of its activities. The		assessment.
assessment should include evaluation of
collegial body's structure, work organization
and ability to act as a group, evaluation of
each of the collegial body member's and
committee's competence and work efficiency
and assessment whether the collegial body has
achieved its objectives. The collegial body
should, at least once a year, make public (as
part of the information the company annually
discloses on its management structures and
practices) respective information on its
internal organization and working procedures,
and specify what material changes were made
as a result of the assessment of the collegial
body of its own activities.

Principle V: The working procedure of the company's collegial bodies

The working procedure of supervisory and management bodies established in the company should ensure efficient operation of these bodies and decision-making and encourage active co-operation between the company's bodies.

5.1. The company's supervisory and management bodies (hereinafter in this Principle the concept 'collegial bodies' covers both the collegial bodies of supervision and the collegial bodies of management) should be chaired by chairpersons of these bodies. The chairperson of a collegial body is responsible for proper convocation of the collegial body meetings. The chairperson should ensure that information about the meeting being convened and its agenda are communicated to all members of the body. The chairperson of a collegial body should ensure appropriate conducting of the meetings of the collegial body. The chairperson should ensure order and working atmosphere during the meeting.	Yes	The Company's Board of Directors is chaired by the Board Chairman acting in accordance with the approved Work Regulations. The Board Chairman is responsible for sufficient information about the meeting being convened and its agenda communication to all members of the body. He/ she also ensures order and working atmosphere during the meeting.
5.2. It is recommended that meetings of the company's collegial bodies should be carried out according to the schedule approved in advance at certain intervals of time. Each company is free to decide how often to convene meetings of the collegial bodies, but it is recommended that these meetings should be convened at such intervals, which would guarantee an interrupted resolution of the essential corporate governance issues. Meetings of the company's supervisory board should be convened at least once in a quarter,	Yes	The company's collegial bodies should be carried out according to the schedule approved in advance at certain intervals of time, i.e. not less than once per three month period. 5 (five) days prior a meeting each Board member is provided with the announcement of the meeting to be convened and its agenda. Planned Board meetings are convened by the Board Chairman, in his absence – the Deputy Board Chairman.

and the company's board should meet at least once a month.
5.3. Members of a collegial body should be notified about the meeting being convened in advance in order to allow sufficient time for proper preparation for the issues on the agenda of the meeting and to ensure fruitful discussion and adoption of appropriate decisions. Alongside with the notice about the meeting being convened, all the documents relevant to the issues on the agenda of the meeting should be submitted to the members of the collegial body. The agenda of the meeting should not be changed or supplemented during the meeting, unless all members of the collegial body are present or certain issues of great importance to the company require immediate resolution.	Yes	5 (five) days prior a meeting each Board member is provided with the announcement of the meeting to be convened and its agenda. Planned Board meetings are convened by the Board Chairman, in his absence – the Deputy Board Chairman. The agenda might be supplemented only if all members of the Board of Directors present at he meeting, and they all agree that the item is important enough to be put on the agenda.
5.4. In order to co-ordinate operation of the company's collegial bodies and ensure effective decision-making process, chairpersons of the company's collegial bodies of supervision and management should closely co-operate by co-coordinating dates of the meetings, their agendas and resolving other issues of corporate governance. Members of the company's board should be free to attend meetings of the company's supervisory board, especially where issues concerning removal of the board members, their liability or remuneration are discussed.	No	The Company does not have a Supervisory Board and this statement is not applied.

Principle VI: The equitable treatment of shareholders and shareholder rights

The corporate governance framework should ensure the equitable treatment of all shareholders, including minority and foreign shareholders. The corporate governance framework should protect the rights of the shareholders.

6.1. It is recommended that the company's	Yes	As at 31st December 2010, the authorized
capital should consist only of the shares that		capital of AB Rokiskio suris amounted up to
grant the same rights to voting, ownership,		LTL 38,444,894. It is made of 38,444,894
dividend and other rights to all their holders.		ordinary registered shares. Nominal value of
		the shares amounts to LTL 1.

		All company's owners have the same property and non-property rights, except treasury shares are not entitled to enjoy these rights. The company had bought 2,576,924 treasury skares which made 6,70 per cento f the company's authorized capital. Following the resolution made by the 23rd December 2010 general meeting of shareholders to reduce the company's authorized capital in the way of annulment of treasury shares, on March 8th 2011 a new wording of the Articles of Association of AB "Rokiškio sūris" was registered in the Register of Legal Entities which is LTL 35 867 970 divided into 35 867 970 ordinary registered shares with par value of LTL 1 (one litas).
6.2. It is recommended that investors should	Yes	Investors have access to the information
have access to the information concerning the		concerning the rights attached to the shares of
rights attached to the shares of the new issue		the new issue or those issued earlier in
or those issued earlier in advance, i.e. before		advance.
they purchase shares.
6.3. Transactions that are important to the company and its shareholders, such as transfer, investment, and pledge of the company's assets or any other type of encumbrance should be subject to approval of the general shareholders' meeting. All shareholders should be furnished with equal opportunity to familiarize with and participate in the decision-making process when significant corporate issues, including approval of transactions referred to above, are discussed.	No	According to the Articles of Association of the Company, important transactions, i.e. the decisions regarding investment, transference, lease or mortgage of non-current assets whose book value makes over 1/20 of the Company's Authorized Capital, as well as the decisions regarding execution, warranty or pledge of other bodies' liabilities whose total sum is over 1/20 of the Company's Authorized Capital, and the decisions to acquire non-current assets whose price is over 1/20 of the Company's Authorized Capital, do not require approbation by shareholders. Such resolutions (according to the Articles of Association) are approved by the Board of Directors.
6.4. Procedures of convening and conducting a general shareholders' meeting should ensure equal opportunities for the shareholders to effectively participate at the meetings and should not prejudice the rights and interests of the shareholders. The venue, date, and time of the shareholders' meeting should not hinder wide attendance of the shareholders. Prior to the shareholders' meeting, the company's supervisory and management bodies should enable the shareholders to lodge questions on issues on the agenda of the general shareholders' meeting and receive answers to them.	Yes	The documents prepared for General meeting of shareholders including draft resolutions of the meeting are available not later than 21 day prior the date of general meeting of shareholders as required by the Law on Joint stock companies. The documents placed on the website of NASDAQ OMX security exchange and the company website are available in Lithuanian and English languages. Resolutions accepted by the general meeting of shareholders including financial reports, the audit report, annual report, amendments of articles of ssociation etc are announce in Lithuanian and English languages are announced on the website of NASDAQ OMX

		security exchange and the company website www.rokiskio.com
6.5. If is possible, in order to ensure shareholders living abroad the right to access to the information, it is recommended that documents on the course of the general shareholders' meeting should be placed on the publicly accessible website of the company not only in Lithuanian language, but in English and /or other foreign languages in advance. It is recommended that the minutes of the general shareholders' meeting after signing them and/or adopted resolutions should be also placed on the publicly accessible website of the company. Seeking to ensure the right of foreigners to familiarize with the information, whenever feasible, documents referred to in this recommendation should be published in Lithuanian, English and/or other foreign languages. Documents referred to in this recommendation may be published on the publicly accessible website of the company to the extent that publishing of these documents is not detrimental to the company or the company's commercial	Yes	Shareholders of the company have the right to participate at general meeting of shareholders personally or appoint a representative if there is a proper Power of Attorney or Agreement to pass votes according to the applicable legislation. Also, the Company provides its shareholders with the right to fill in a common voting bulletin as it is required by the Law on Joint Stock Companies.
secrets are not revealed. 6.6. Shareholders should be furnished with the opportunity to vote in the general shareholders' meeting in person and in absentia. Shareholders should not be prevented from voting in writing in advance by completing the general voting ballot.	No	This statement is not followed by the Company because there is not an opportunity to secure safety of the transmitted information and it is impossible to identify personality of the participator and voter.

No

Principle VII: The avoidance of conflicts of interest and their disclosure

The corporate governance framework should encourage members of the corporate bodies to avoid conflicts of interest and assure transparent and effective mechanism of disclosure of conflicts of interest regarding members of the corporate bodies.

7.1. Any member of the company's	Yes	The company follows these recommendations.
supervisory and management body should
avoid a situation, in which his/her personal
interests are in conflict or may be in conflict
with the company's interests. In case such a
situation did occur, a member of the
company's supervisory and management body
should, within reasonable time, inform other
members of the same collegial body or the
company's body that has elected him/her, or
to the company's shareholders about a
situation of a conflict of interest, indicate the
nature of the conflict and value, where
possible.
7.2. Any member of the company's	Yes
supervisory and management body may not
mix the company's assets, the use of which
has not been mutually agreed upon, with
his/her personal assets or use them or the
information which he/she learns by virtue of
his/her position as a member of a corporate
body for his/her personal benefit or for the
benefit of any third person without a prior
agreement of the general shareholders'
meeting or any other corporate body
authorized by the meeting.

7.3. Any member of the company's supervisory and management body may	No	A member of the company's management body may make a transaction with the
conclude a transaction with the company, a		company whose member he appears to be,
member of a corporate body of which he/she		however he/ she shall not inform the other
is. Such a transaction (except insignificant		members of the same body or the company's
ones due to their low value or concluded when		body having elected him/ her as well as shall
carrying out routine operations in the		not inform the company's shareholders.
company under usual conditions) must be
immediately reported in writing or orally, by
recording this in the minutes of the meeting, to
other members of the same corporate body or
to the corporate body that has elected him/her
or to the company's shareholders.
Transactions specified in this recommendation
are also subject to recommendation 4.5.
7.4. Any member of the company's	Yes	The company follows the recommendation. A
supervisory and management body should		Board member abstains from voting, when
abstain from voting when decisions		discussing the transactions or other issues in
concerning transactions or other issues of		which he/ she has certain interests.
personal or business interest are voted on.

Principle VIII: Company's remuneration policy

Remuneration policy and procedure for approval, revision and disclosure of directors' remuneration established in the company should prevent potential conflicts of interest and abuse in determining remuneration of directors, in addition it should ensure publicity and transparency both of company's remuneration policy and remuneration of directors.

8.1. A company should make a public statement of the company's remuneration policy (hereinafter the remuneration statement) which should be clear and easily understandable. This remuneration statement should be published as a part of the company's annual statement as well as posted	No	The company does not announce any information on the remuneration system.
on the company's website. 8.2. Remuneration statement should mainly focus on directors' remuneration policy for the following year and, if appropriate, the subsequent years. The statement should contain a summary of the implementation of the remuneration policy in the previous financial year. Special attention should be given to any significant changes in company's remuneration policy as compared to the previous financial year.	No	As from 2004, the Company applies a remuneration system which conforms all the statements of this point. The system is approved by the Company's manager, but it is not announced publicly.

8.3. Remuneration statement should leastwise	No	As there is not a Remuneration Committee, the
include the following information:		statements are not determined.
1) Explanation of the relative importance of
the variable and non-variable components of
directors' remuneration;
2) Sufficient information on performance
criteria that entitles directors to share options,
shares or variable components of
remuneration;
3) An explanation how the choice of
performance criteria contributes to the long
term interests of the company;
4) An explanation of the methods, applied in
order to determine whether performance
criteria have been fulfilled;
5) Sufficient information on deferment periods
with regard to variable components of
remuneration;
6) Sufficient information on the linkage
between the remuneration and performance;
7) The main parameters and rationale for any
annual bonus scheme and any other non-cash
benefits;
8) Sufficient information on the policy
regarding termination payments;
9) Sufficient information with regard to
vesting periods for share-based remuneration,
as referred to in point 8.13 of this Code;
10) Sufficient information on the policy
regarding retention of shares after vesting, as
referred to in point 8.15 of this Code;
11) Sufficient information on the composition
of peer groups of companies the remuneration
policy of which has been examined in relation
to the establishment of the remuneration
policy of the company concerned;
12) A description of the main characteristics
of supplementary pension or early retirement
schemes for directors;
13) Remuneration statement should not
include commercially sensitive information.

8.4. Remuneration statement should also		As there is not a Remuneration Committee, the
summarize and explain company's policy	No	provision is not respected.
regarding the terms of the contracts executed
with executive directors and members of the
management bodies. It should include, inter
alia, information on the duration of contracts
with executive directors and members of the
management bodies, the applicable notice

periods and details of provisions for
termination payments linked to early
termination under contracts for executive
directors and members of the management
bodies.
8.5. Remuneration statement should also	No	The company does not disclose the
contain detailed information on the entire		information such as yearly paid salaries and
amount of remuneration, inclusive of other		average wages, as well as tantiemes and other
benefits, that was paid to individual directors		payments falling on a member of
over the relevant financial year. This		Administration. It is believed that this kind of
document should list at least the information		information is confident.
set out in items 8.5.1 to 8.5.4 for each person
who has served as a director of the company at
any time during the relevant financial year.
8.5.1. The following remuneration and/or
emoluments-related information should be
disclosed:
• The total amount of remuneration paid or
due to the director for services performed

during the relevant financial year, inclusive of,
where relevant, attendance fees fixed by the
annual general shareholders meeting;
• The remuneration and advantages received
from any undertaking belonging to the same
group;
• The remuneration paid in the form of profit
sharing and/or bonus payments and the
reasons why such bonus payments and/or
profit sharing were granted;
• If permissible by the law, any significant
additional remuneration paid to directors for
special services outside the scope of the usual
functions of a director;
• Compensation receivable or paid to each
former executive director or member of the
management body as a result of his
resignation from the office during the previous
financial year;
• Total estimated value of non-cash benefits
considered as remuneration, other than the
items covered in the above points.
8.5.2. As regards shares and/or rights to

acquire share options and/or all other share

incentive schemes, the following information
should be disclosed:
• The number of share options offered or
shares granted by the company during the
relevant financial year and their conditions of
application;
• The number of shares options exercised
during the relevant financial year and, for each
of them, the number of shares involved and
the exercise price or the value of the interest in
the share incentive scheme at the end of the
financial year;
• The number of share options unexercised at
the end of the financial year; their exercise
price, the exercise date and the main
conditions for the exercise of the rights;
• All changes in the terms and conditions of
existing share options occurring during the
financial year.
8.5.3. The following supplementary pension
schemes-related information should be
disclosed:
• When the pension scheme is a defined
benefit scheme, changes in the directors'
accrued benefits under that scheme during the
relevant financial year;
• When the pension scheme is defined
contribution scheme, detailed information on
contributions paid or payable by the company
in respect of that director during the relevant
financial year.
8.5.4. The statement should also state amounts
that the company or any subsidiary company
or entity included in the consolidated annual
financial statements of the company has paid
to each person who has served as a director in
the company at any time during the relevant
financial year in the form of loans, advance
payments or guarantees, including the amount
outstanding and the interest rate.
8.6. Where the remuneration policy includes	Yes	The Company applies the remuneration system
variable components of remuneration,		according to which compensation for work
companies should set limits on the variable		consists of variable parts. The variable
component(s). The non-variable component of		constituents are allocated to every function
remuneration should be sufficient to allow the		according to the overall functional
company to withhold variable components of		management system.
remuneration when performance criteria are
not met.

The variable constituents are allocated by the
Company's management, taking into account
the results of the Company's performance,
number of employees, market situation and

When a variable part of compensation is
allocated, the biggest part of the payment of
variable part of compensation is reserved to





The variable part of compensation is only paid






Termination payments are paid in accordance
with the statements of Work Codex of the
Republic of Lithuania article 140, and the
statements of Corporate Agreement approved


Termination payments are not paid out if the
bad













Remuneration is not based on share award.

8.14. Share options or any other right to	No	Remuneration is not based on share award.
acquire shares or to be remunerated on the
basis of share price movements should not be
exercisable for at least three years after their
award. Vesting of shares and the right to
exercise share options or any other right to
acquire shares or to be remunerated on the
basis of share price movements, should be
subject to predetermined and measurable
performance criteria.
8.15. After vesting, directors should retain a
number of shares, until the end of their
mandate, subject to the need to finance any
costs related to acquisition of the shares. The
number of shares to be retained should be
fixed, for example, twice the value of total
annual remuneration (the non-variable plus the
variable components).
8.16. Remuneration of non-executive or
supervisory directors should not include share
options.
8.17. Shareholders, in particular institutional	No	Shareholders are encouraged to attend general
shareholders, should be encouraged to attend		meetings of shareholders, yet the meetings do
general meetings where appropriate and make		not consider issues of the directors'
considered use of their votes regarding		remuneration system. It is considered to be a
directors' remuneration.		prerogative of the Board of Directors.
8.18. Without prejudice to the role and	No
organization of the relevant bodies responsible
for setting directors' remunerations, the
remuneration policy or any other significant
change in remuneration policy should be
included into the agenda of the shareholders'
annual general meeting. Remuneration
statement should be put for voting in
shareholders' annual general meeting. The
vote may be either mandatory or advisory.

8.19. Schemes anticipating remuneration of	Schemes anticipating remuneration of directors
directors in shares, share options or any other	in shares, share options or any other right to
right to purchase shares or be remunerated on	purchase shares or be remunerated on the basis
the basis of share price movements should be	of share price movements are not determined
subject to the prior approval of shareholders'	at the Company.
annual general meeting by way of a resolution
prior to their adoption. The approval of
scheme should be related with the scheme
itself and not to the grant of such share-based
benefits under that scheme to individual
directors. All significant changes in scheme
provisions should also be subject to
shareholders' approval prior to their adoption;

the approval decision should be made in
shareholders' annual general meeting. In such
case shareholders should be notified on all
terms of suggested changes and get an
explanation on the impact of the suggested
changes.
8.20. The following issues should be subject	Schemes anticipating remuneration of directors
to approval by the shareholders' annual	in shares are not determined at the Company.
general meeting:
1) Grant of share-based schemes, including
share options, to directors;
2) Determination of maximum number of
shares and main conditions of share granting;
3) The term within which options can be
exercised;
4) The conditions for any subsequent change
in the exercise of the options, if permissible by
law;
5) All other long-term incentive schemes for
which directors are eligible and which are not
available to other employees of the company
under similar terms. Annual general meeting

should also set the deadline within which the
body responsible for remuneration of directors
may award compensations listed in this article
to individual directors.
8.21. Should national law or company's
Articles of Association allow, any discounted
option arrangement under which any rights are
granted to subscribe to shares at a price lower
than the market value of the share prevailing
on the day of the price determination, or the
average of the market values over a number of
days preceding the date when the exercise
price is determined, should also be subject to
the shareholders' approval.

8.22. Provisions of Articles 8.19 and 8.20
should not be applicable to schemes allowing
for participation under similar conditions to
company's employees or employees of any
subsidiary company whose employees are
eligible to participate in the scheme and which
has been approved in the shareholders' annual
general meeting.
8.23. Prior to the annual general meeting that
is intended to consider decision stipulated in
Article 8.19, the shareholders must be
provided an opportunity to familiarize with
draft resolution and project-related notice (the
documents should be posted on the company's
website). The notice should contain the full
text of the share-based remuneration schemes
or a description of their key terms, as well as
full names of the participants in the schemes.
Notice should also specify the relationship of
the schemes and the overall remuneration
policy of the directors. Draft resolution must
have a clear reference to the scheme itself or
to the summary of its key terms. Shareholders
must also be presented with information on
how the company intends to provide for the
shares required to meet its obligations under
incentive schemes. It should be clearly stated
whether the company intends to buy shares in
the market, hold the shares in reserve or issue
new ones. There should also be a summary on
scheme-related expenses the company will
suffer due to the anticipated application of the
scheme. All information given in this article
must be posted on the company's website.

Principle IX: The role of stakeholders in corporate governance

The corporate governance framework should recognize the rights of stakeholders as established by law and encourage active co-operation between companies and stakeholders in creating the company value, jobs and financial sustainability. For the purposes of this Principle, the concept "stakeholders" includes investors, employees, creditors, suppliers, clients, local community and other persons having certain interest in the company concerned.

9.1. The corporate governance framework	Yes	The corporate governance framework assures
should assure that the rights of stakeholders		the rights of stakeholders that are protected by
that are protected by law are respected.		law are respected. Also it is ensured the

9.2. The corporate governance framework	interest holders are able to participate in
should create conditions for the stakeholders	governance. For example, participation of the
to participate in corporate governance in the	company's employees and raw milk suppliers
manner prescribed by law. Examples of	in the company governance. The greatest part
mechanisms of stakeholder participation in	of shareholders are the company's employees
corporate governance include: employee	and raw milk suppliers. In 1994, raw milk
participation in adoption of certain key	suppliers enjoyed acquisition of shares
decisions for the company; consulting the	depending on milk supplied. The interest
employees on corporate governance and other	holders have the right to receive information
important issues; employee participation in the	required.
company's share capital; creditor involvement
in governance in the context of the company's
insolvency, etc.
9.3. Where stakeholders participate in the
corporate governance process, they should
have access to relevant information.

Principle X: Information disclosure and transparency

The corporate governance framework should ensure that timely and accurate disclosure is made on all material information regarding the company, including the financial situation, performance and governance of the company.

10.1. The company should disclose	Yes	The company announces the information
information on:		immediately via the information disclosure
• The financial and operating results of the		system of Vilnius Stock Exchange in both the
company;		Lithuanian and English languages. The Stock
• Company objectives;		Exchange places the information in its data
• Persons holding by the right of ownership or		base so the information would be accessible to
in control of a block of shares in the company;		each shareholder simultaneously. In addition,
• Members of the company's supervisory and		the company when possible provides
management bodies, chief executive officer of		information before or after trading sessions of
the company and their remuneration;		NASDAQ OMX Vilnius in order to ensure all
• Material foreseeable risk factors;		shareholders and investors of the Company
• Transactions between the company and		would have equal opportunities to get the
connected persons, as well as transactions		information needed to make appropriate
concluded outside the course of the		investment decitions. The company does not
company's regular operations;		disclose any information possibly influencing
• Material issues regarding employees and		share price prior it is announced publicly via
other stakeholders;		the central stock exchange data base.
• Governance structures and strategy.

This list should be deemed as a minimum
recommendation, while the companies are
encouraged not to limit themselves to
disclosure of the information specified in this
list.

10.2. It is recommended to the company, which is the parent of other companies, that consolidated results of the whole group to which the company belongs should be disclosed when information specified in item 1 of Recommendation 10.1 is under disclosure.
10.3. It is recommended that information on the professional background, qualifications of the members of supervisory and management bodies, chief executive officer of the company should be disclosed as well as potential conflicts of interest that may have an effect on their decisions when information specified in item 4 of Recommendation 10.1 about the members of the company's supervisory and management bodies is under disclosure. It is also recommended that information about the amount of remuneration received from the company and other income should be disclosed with regard to members of the company's supervisory and management bodies and chief executive officer as per Principle VIII.
10.4. It is recommended that information about the links between the company and its stakeholders, including employees, creditors, suppliers, local community, as well as the company's policy with regard to human resources, employee participation schemes in the company's share capital, etc. should be disclosed when information specified in item 7 of Recommendation 10.1 is under disclosure.
10.5. Information should be disclosed in such a way that neither shareholders nor investors are discriminated with regard to the manner or scope of access to information. Information should be disclosed to all simultaneously. It is recommended that notices about material events should be announced before or after a trading session on the NASDAQ OMX Vilnius Stock Exchange, so that all the company's shareholders and investors should have equal access to the information and make informed investing decisions.	Yes	In the company's website, the company publishes all its reports which are placed in the central information base in Lithuanian and English.

10.6. Channels for disseminating information should provide for fair, timely and cost efficient or in cases provided by the legal acts free of charge access to relevant information by users. It is recommended that information technologies should be employed for wider dissemination of information, for instance, by placing the information on the company's website. It is recommended that information should be published and placed on the company's website not only in Lithuanian, but also in English, and, whenever possible and necessary, in other languages as well.	Yes	In the company's website, the company publishes all its reports which are placed in the central information base in Lithuanian and English, including the Company's annual report, a set of financial statements and other periodical reports prepared by the Company, as well as other stock events.
10.7. It is recommended that the company's annual reports and other periodical accounts prepared by the company should be placed on the company's website. It is recommended that the company should announce information about material events and changes in the price of the company's shares on the Stock Exchange on the company's website too.	Yes	In the company's website, the company publishes all its reports which are placed in the central information base in Lithuanian and English, including the Company's annual report, a set of financial statements and other periodical reports prepared by the Company, as well as other stock events.

Principle XI: The selection of the company's auditor

The mechanism of the selection of the company's auditor should ensure independence of the firm of auditor's conclusion and opinion.

11.1. An annual audit of the company's financial reports and interim reports should be conducted by an independent firm of auditors in order to provide an external and objective opinion on the company's financial statements.	Yes	The Board of Directors proposes an auditing firm to the general meeting of shareholders.
11.2. It is recommended that the company's supervisory board and, where it is not set up, the company's board should propose a candidate firm of auditors to the general shareholders' meeting.	Yes	The company's board of directors puts the audit company candidature to voting on the general meeting of shareholders
11.3. It is recommended that the company should disclose to its shareholders the level of fees paid to the firm of auditors for non-audit services rendered to the company. This information should be also known to the company's supervisory board and, where it is not formed, the company's board upon their consideration which firm of auditors to propose for the general shareholders' meeting.	Yes	The Audit Company has been paid for the service to supervise tax management. Such an information shall be provided to the general meeting of shareholders.

AI assistant

Rokiskio Suris — Annual Report 2010

2242_10-k-afs_2011-05-02_eeb22649-96f6-42c9-bfaa-399ea2e15c43.pdf

1. Reporting term of the prepared report

2. Key information of the issuer

3. Information on the issuer's daughter enterprises and subsidiaries

Subsidiaries of AB "Rokiškio sūris":

Co-controlled company:

Branches of AB "Rokiškio sūris":

4. Characterization of the issuer's basic business

Daughter enterprises:

Co-controlled company:

Branches of AB "Rokiškio sūris":

5. Contracts with financial brokers

6. Trade on issuer's securities by stock exchange and other organised markets

7. Authorized capital of the issuer

8. Limitation on transference of securities

9. Shareholders

10. Shareholders' rights

Shareholders have the following non-economic rights:

Shareholders have the following property rights:

11. Shareholders with special control rights and description of the rights

12. All limitations of voting rights

13. All agreements between shareholders

14. Employees

Group's structure of AB "Rokiškio sūris"

15. Procedure for amendments of the Articles of association

16. Transactions with related parties and significant agreements

17. Key characteristics of the securities launched to the public trading

18. Securities listed on the official trading list

Trade on central market:

19. Capitalization of securities

20. The Group's and parent company audited consolidated financial accounts for the year 2010

21. Information on purchase of issuer's own shares

22. Legal grounds of the issuer's performance

23. Belonging to the associated organizations

24. Brief description of the issuer's history

25. Production, description of production capacities, and implementation of new products

AB "Rokiškio sūris"

UAB "Rokiškio pienas"

UAB "Rokiškio pienas" branch Ukmergės pieninė

26. Sales and marketing

Sales markets in 2008-2010 (The Group)

27. Purchase of raw material

28. Risk factors related with the issuer's performance

Economic factors:

Low productivity of milking cows:

Social factors:

Technical – technological factors:

Ecological factors:

Key ratios of environment in 2010:

Key ratios of the company performance, their dynamics

29. Investment projects implemented during the last 3 fiscal years

30. Future plans, forecasts and investments envisaged in 2010

31. Dividends paid

Continued

32. Management bodies of the issuer

General meeting of shareholders:

Audit Committee of AB Rokiskio suris:

Management of the company:

System of bonuses for the management:

33. Members of collegial bodies

The Board of Directors of AB "Rokiskio suris"

Members of managing bodies:

Board of Directors: (as at 31.12.2010)

Manager of the Company:

Information on the company's manager (director):

34. Information on observance of the Company management codex

35. Information on the publicly announced data

1. The 8th January 2010 Board of Directors of AB "Rokiskio suris" resolved:

2. Acquisition of own shares by AB "Rokiskio suris"

3. Regarding establishment of association

4. Resolutions approved by the general meeting of shareholders of AB "Rokiskio suris" on 30th April 2010

5. Regarding purchase of own shares

6. Preliminary results of the group of AB "Rokiskio suris" for 6 months 2010

7. Acquisition of own shares by AB "Rokiskio suris"

8. Regarding purchase of own shares

10. Regarding purchase of shares in treasure

11. Consolidated interim statements of AB "Rokiskio suris" group for 9 months 2010

12. Resolutions approved by the extraordinary general meeting of shareholders of AB Rokiskio suris

Rokiskio Suris Annual Report 2010