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. OVERALL LIMITATIONS OF VOTING RIGHTS. 7
13. OVERALL AGREEMENTS BETWEEN SHAREHOLDERS. 7
14. EMPLOYEES 7
15. PROCEDURE FOR AMENDMENTS OF THE ARTICLES OF ASSOCIATION 10
16. TRANSACTIONS WITH RELATED PARTIES AND SIGNIFICANT AGREEMENTS 10
17. KEY CHARACTERISTICS OF THE SECURITIES LAUNCHED TO THE PUBLIC TRADING: 11
18. SECURITIES LISTED ON THE OFFICIAL TRADING LIST 11
19. CAPITALISATION OF SECURITIES. 12
INDICES OF THE BALTIC MARKETS 14
20. THE GROUP'S AND PARENT COMPANY AUDITED CONSOLIDATED FINANCIAL ACCOUNTS FOR THE YEAR 2011 15
21. INFORMATION ON PURCHASE OF ISSUER'S OWN SHARES 15
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 18
26. SALES AND MARKETING 21
27. PURCHASE OF RAW MATERIAL 24
28. RISK FACTORS RELATED WITH THE ISSUER'S PERFORMANCE. 24
29. KEY ASPECTS OF FORMATION OF CONSOLIDATED FINANCIAL ACCOUNTING RELATED WITH THE SYSTEMS OF INTERNAL CONTROL AND RISK MANAGEMENT 28
30. INFORMATION ABOUT THE AUTHORIZATION GIVEN BY THE BOARD MEMBERS 29
31. KEY RATIOS OF THE COMPANY PERFORMANCE, THEIR DYNAMICS 29
32. INVESTMENT PROJECTS IMPLEMENTED DURING THE LAST 3 FISCAL YEARS: 30
33. FUTURE PLANS, FORECASTS AND INVESTMENTS ENVISAGED IN 2012 32
34. DIVIDENDS PAID 33
35. MANAGEMENT BODIES OF THE ISSUER 33
36. COMMITTEES FORMED IN THE COMPANY 34
37. MANAGEMENT BODIES 35
38. MEMBERS OF COLLEGIAL BODIES 36
39. INFORMATION ON OBSERVANCE OF THE COMPANY MANAGEMENT CODEX. 39
40. INFORMATION ON THE PUBLICLY ANNOUNCED DATA 40
41. INFORMATION ON THE PUBLICLY ANNOUNCED DATA AFTER THE END OF FISCAL YEAR 44
42. INFORMATION ON AUDIT 44
43. PERFORMANCE STRATEGY AND EVALUATED CHANGES IN THE NEAREST FISCAL YEAR 44

1. Reporting term of the prepared report.

The consolidated annual report is prepared for the year 2011.

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 35 867 970. There are 35 867 970 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 2011, 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 at 31st December 2011				Share of the group (%)
					as at 31st December 2011
Branches	2011	2010	Subsidiaries	2011	2010
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
			SIA Jekabpils piena kombinats	100,00	50,05
			SIA Kaunata*	60,00	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" is its founder and the only shareholder having 100 per cent of shares.

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).

SIA "Kaunata" was acquired on May 11th, 2010. The company is not consolidated in the financial account of the Group of AB "Rokiškio sūris" due to its insignificance, furthemore SIA Kaunata is not directly subordinate to AB "Rokiškio sūris" (there are no transactions between the companies).

Co-controlled company:

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

Branches of AB "Rokiškio sūris":

AB "Rokiškio sūris" branch Utenos pienas (Company code: 110856741, Pramonės g. 8, LT-28216 Utena);

AB "Rokiškio sūris" branch Ukmergės pieninė (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 SIA Jekabpils piena kombinats – production of fermented cheese and purchase of raw milk.

Basic business of SIA Kaunata – purchase of raw milk and transportation.

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.

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

35 867 970 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 35 867 970.

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 2011, the Authorized capital of AB "Rokiškio sūris":

Type of shares	Number of shares	Nominal value, LTL	Total nominal value, LTL	Share of authorized capital (%)
Ordinary registered shares	35 867 970	1	35 867 970	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 or 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 31.12.2011) – 5.752 shareholders.

The shareholders having or owning over 5 percent of the issuer's authorized capital (as at 31.12.2011):

Name, surname	Address		Proprietary rights		With associated
Name of company					persons
		Number of	Share of	Share	Share of	Share of
		shares	the capital %	of votes %	the capital %	votes %
UAB "Pieno pramonės investicijų valdymas"	Pramonės g. 3, Rokiškis Lietuva	13 937 173	38,86	39,75	64,92	66,41
Antanas Trumpa	Sodų 41a, Rokiškis Lietuva	6 978 370	19,46	19,90	64,92	66,41
Skandinaviska Enskilda Banken AB clients	Sergels Torg 2, 10640 Stockholm, Sweden	3 303 047	9,21	9,42	-	-
Swedbank clients	Liivalaia 8, Tallinn Estonia	2 514 108	7,01	7,17	-	-
AB "Rokiškio sūris"	Pramonės g.3, Rokiškis, Lietuva	802 094	2,24	-	-	-

10. Shareholders' rights

Shareholders have the following non-economic rights:

1) to attend the general meetings of shareholders;
2) to make advance inquiries addressed to the company in regards with the items on the agenda of general meeting of shareholders;
3) based on the rights provided with the shares to vote on the general meetings of shareholders;
4) according with Part 1 of Article 18 of the Law on the Joint Stock Companies to obtain information on the company's operations;
5) 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;

6) other non-economic rights established by the Lithuanian Laws.

Shareholders have the following property rights:

1) to receive a certain portion of the Company's profit (dividend);
2) 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;
3) to receive shares without payment if the authorised capital is increased from the funds of the Company;
4) 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;
5) 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;
6) to receive a portion of assets of the Company in liquidation;
7) 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. Overall limitations of voting rights.

As at 31st December 2011, AB "Rokiškio sūris" owns 802 094 units of own shares. The shares are without voting right. It makes 2,24% of the Authorized capital of AB "Rokiškio sūris". There are no other shares with limited voting rights.

13. Overall 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

Management structure of the Group 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". In June 2011, it was signed an agreement with UAB "Divine training"

for additional training which was financed from the accumulated resources of the project. Within 2010-2011, the trainings were attended by 187 employees. As intended, the training was organized in two directions: development of general skills and specific trainings to improve production technology knowledge. The project ends in April 2012. The budget will be used by 100 per cent. Benefits are reflected by higher quality of products and operations, new knowledge and competencies.

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.

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 2011, the number of employees working for the group of AB "Rokiškio sūris" amounted to 1599 (average number pf employees).

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

Average number of employees	2011.12.31	2010.12.31
Total:	1599	1607
Incl. Managers	10	10
Specialists	315	310
Workers	1274	1287

Average monthly salary, Lt	2011.12.31	2010.12.31
Total:	2319	2082
managers	4784	4648
specialists	2093	1933
workers	2143	2098

Education of the employees working for Rokiskio suris

	2011.12.31	2010.12.31
Education
University degree	142	139
Vocational school	735	753
High school	677	670
Unfinished high school	45	45

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 58,31 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 41,69 per cent of the company's shares belongs to various minor shareholders in Lithuania and foreign countries. The company has acquired 802 094 own shares (2,24 per cent). The major shareholders of AB Rokiskio suris owning more than 5 per cent of the company's authorized capital are identified at point 9 of the report.

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 Remark 33 of Financial accounting.

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

As at 31st December 2011, it was launched to the public trading 35 867 970 (thirty five million eight hundred sixty seven thousand nine hundred seventy) ordinary registered shares. Nominal value equals to LTL 1 (one litas) per share, total nominal value of shares is LTL 35 867 970 (thirty five million eight hundred sixty seven thousand nine hundred seventy litas).

18. Securities listed on the official trading list

The 35 867 970 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.

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.	avver.	Last session	Date od last trade session	max.	min	Last session
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

Trade on central market:

2010.07.01	2010.09.30	1,437	0,959	1,231	1,381	2010.09.30	368 253,90	13 667,75
2010.10.01	2010.12.31	1,830	1,410	1,735	1,792	2010.12.30	740 490,00	0
2011.01.01	2011.03.31	1,789	1,505	1,696	1,750	2011.03.31	92 633,76	0
2011.04.01	2011.06.30	1,807	1,410	1,574	1,440	2011.06.30	118 496,02	118 496,02
2011.07.01	2011.09.30	1,485	1,370	1,404	1,400	2011.09.30	223.147,30	14 035,60
2011.10.01	2011.12.30	1,478	1,205	1,256	1,298	2011.12.30	644 770,74	3 595,46

19. Capitalisation of securities.

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

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
2011.01.01	2011.03.31	482 039	817 582,95	2011.03.31	62 768 948
2011.04.01	2011.06.30	791 936	1 246 500,83	2011.06.30	51 649 877
2011.07.01	2011.09.30	821 016	1 152 527,70	2011.09.30	50 215 158
2011.10.01	2011.12.30	1 192 435	1 498 010,23	2011.12.30	46 556 625

Capitalization of the company's securities within 2009-2011, Eur

Turnover of the company's securities within 2009-2011, (items and Eur)

Indices of the Baltic markets: (2011.01.01-2011.12.31)

Data of diagram:

Indeksas/Akcijos	01.01.2011	30.12.2011	+/-%
OMX Baltic Benchmark GI	533,99	431,94	-19,11
OMX Vilnius	409,65	298,78	-27,06
OMX Baltic Benchmark PI	355,06	279,54	-21,27
RSU1L	1,79 EUR	1,30 EUR	-27,57

Share price DIAGRAM: OMX Vilnius and AB "Rokiškio sūris(RSU1L), AB "Pieno žvaigždės" (PZV1L), AB "Žemaitijos pienas" (ZMP1L) ir AB "Vilkyškių pieninė" (VLP1L): Indices of the Baltic markets: (2011.01.01-2011.12.31)

Indices of the Baltic markets

Indeksas/Akcijos	01.01.2011	30.12.2011	+/-%
OMX Vilnius	409,65	298,78	-27,06
RSU1L	1,79 EUR	1,30 EUR	-27,57
ZMP1L	0,70 EUR	0,68 EUR	-2,86
PZV1L	1,48 EUR	1,69 EUR	14,12
VLP1L	1,72 EUR	1,20 EUR	-30,23

20. The Group's and parent company audited consolidated financial accounts for the year 2011

See attached Annex: The consolidated audited financial accounts of AB "Rokiškio sūris" group and parental company for the year 2011.

21. Information on purchase of issuer's own shares

During the financial year 2011, AB "Rokiškio sūris" bought 802 094 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 3 868 000. It made 2,24 per cent of the company's authorized capital.

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.

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.

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.

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" bought 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.

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 May 2010, the company acquired 40 per cent of the shares of Latvian company SIA "Kaunata".

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.

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.

The systems are reviewed on the constant basis and improved in order to maintain high product quality, satisfy customer needs and have wide product range for the market.

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 fress cheese includes ,,Cagliata" (various fat content and weigth), ,,Mozzarella". The group of semi-hard cheese includes the following products: "Rokiškio sūris" (various fat content and weigth), Saulės sūris, Lietuviškas, ,,Gouda", Edamo sūris, Sūris "Visiems", "Žaloji karvutė" etc, whereas Kietasis suris (various fat, moisture content and weigth), "Montecampo" and "Gojus" belong to the hard cheese type.

In order to satisfy customer needs, in 2011 it was started production of cheese product with high quality vegetable oils.

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 2011, production of milk sugar exceeded quantities of any previous periods.

Production / Year	2009	2010	2011
Fermented cheese, t	25.392	28.142	29.508
Cream 35% fat, t	10.679	10.099	10.642
Whey cream 35% fat, t	1.464	1.542	1.347
Whey protein concentrate, t	3.923	5.339	5.810
Milk sugar, t	8.297	10.190	11.039
Processed cheese, t	767	708	749
Smoked cheese, t	132	81	71

UAB "Rokiškio pienas"

The company is highly concerned to maintain excellent quality of the produce and its safety, therefore the production costs are constantly reduced in order to maintain high level of operations and reduce negative impact on the environment whilst using lower quantities of hazardous substancies and generating lower amount of waste.

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, also it prolongs shelf life of the products.

In 2011, it was mounted a new automatic equipment "Elopak" for packing 2 liter packs.

Production / Year	2009	2010	2011
Fresh dairy products, t	47.530	54.770	61.880
Butter and spreadable fat blends, t	4.775	3.084	2.865

Dry milk products, t	9.967	4.657	7.360
Exported cream, t	5.213		8.212

In 2011, UAB "Rokiškio pienas" started implementation of a new Standard of social responsibility SA8000. The Standard covers requirements for a company which employes expertise in order to demonstrante its socially responsible attitude to employment conditions.

Purpose of Standard SA8000 is to establish requirements based on international norms related with human rights and national legislation concerning employment in order to secure all employees throughout the management chain, as well as all other employees who produce goods or supply services to the company, including the employees hired directly by the company, and its suppliers and subcontractors.

Keeping in line with the standard's requirements the company will be able to:

create, maintain and implement the politics and procedures related with the issues being in its control or sphere of influence.
demonstrate to the third parties that the company's politics, procedures and practices conform to the standard requirements.

Politics of the company:

The company's business operations are based on human and employee rights recognized internationally. We endevour honest and honorable treatment of all employees. We expect and seek our supliers and subcontractors as well as further chain of supply to follow similar rules. We believe that the dialogue between the employer and employees is and can contribute to the sustainable success for the company and its employees.

Fundamentals of social responsibility:

Accountability (for impact on the society, economics, and environment);

Transparency (decisions and the operations influencing the society and environment);

Ethical conduct;

Honor in regards with the thiord parties'interests (hear and react);

Honor the superiority of laws;

Follow the international conduct norms;

Honor human rights.

Subsidiary of UAB "Rokiškio pienas" 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	2009	2010	2011
Curd	2943	2789	3.389
Cheese	592	646	760
Curd bars	1060	724	647
Processed products	334	332	298

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. The company expects to receive the confirmation in the nearest future.

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

Following an order of UAB "Naisių vasara" to support development of Lithuanian cinemamatography it was started production of the following products:

curd cheese, 13% fat, NAISIŲ VASARA, in vacuum packaging
curd, 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 byproducts (Whey protein concentrate and lactose) are increasing.

Rokiškis group is one of the dairy leaders on the local market with market share of 20-25 per cent. The company produces around 200 products of high qualuity and reasonably price for the final customer. In Lithuania Rokiškis is famous for its cheese and also other fresh dairy products such as kefir, fuild milk, sour cream, butter, curd products, yogurts, chocolate coated curd bars...

In acordance with the Lithuanian trade assosiation the most popular goods in 2011 it was Rokiškio "Naminis" milk, Rokiškio "Naminis" kefir, Rokiškio "Naminė" curd and Rokiškio "Visiems" processed cheese.

The company owns a range of strong brands targeted to various customer groups, the brands are perceived as high quality products. The product assortment produced by the group's companies is added with new qualitative products every year.

Inspite of rather weak market situation, the sales of Rokiškio group in Lithuania in 2011 reached LTL 226 million and was by 11 per cent higher compared to 2010.

The Group aims to further increase reliability of its produce, encourage healthy life style, and to increase consumption of dairy products per person.

Brands as follows:

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

Names of				Sold
countries	2009 2010			2011
	LTL, thou	%	LTL, thou	%	LTL, thou	%
Lithuania	243 679	43,48	201 784	36,44	225 725	32,81
European countries	259 383	46,29	259 351	46,83	341 615	49,65
Other countries	57 333	10,23	92 625	16,73	120 685	17,54
Total	560 395	100	553 760	100	688 025	100

Sales markets in 2009-2011 (the Group)

27. Purchase of raw material

In 2011, in Lithuania it was purchased 1317,22 thousand tons of natural milk which is by 3.1 per cent more than in 2010 (1278,13 thousand tons). The average price of natural raw milk was LTL/ t 985,5 and it was by 14.1 % higher compared to 2010 (LTL/t 863,7).

During the ten months of quota period, i.e. 2011- 2012, the amount of total national raw milk for processing reached 68,19 per cent (last year – 67,10 per cent).

In total it was purchased 416,4 thousand tons of natural milk (average fat content of 4,08 per cent and 3,26 per cento f proteins) or 12,1 per cent more than in 2010.

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) cheaper Polish products on Lithuanian market;
c) high competition;
d) high concentration of producers;
e) substitution of dry milk products with cheaper ingredients for further production;
f) uncontrollable increase of prices for fuel/power;
g) abolishment of EU export subsidies to third countries;
h) bureaucratic restrains;
i) volatility in export prices;
j) inadequate attention of the government in regards with business;
k) volatility in the Russia market;
l) unflexible politics in regards with VAT and excise taxes.
m) Volatile competition due to instabile currency ration between euro and Russian ruble.

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 summer period is twice as much compared to winter period. It has a negative impact on the effectiveness of milk processing, utilization of equipment capacities and cut of work places during the low session period.

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.

Inefficiency of the government to create new labour places, high level of unepmployment, politics of allowances, which do not encoureage the will to work, lost of trust in the government politics, and the government's inefficiency.

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:

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. The first TIPK permission was obtained on 30-12-2005, it was issued by the Department of environment protection of Panevezys region. 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, lateron it was corrected on 01-07-2011. 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. In 2010, the environmental protection system was successfully recertified.

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 2011, during the external and internal audit it was identified 11 remarks and 1 non-compliancy which were corrected. The remarks were taken into account and the management system was improved. The targets are set for every year in order to improve the system and reduce ecological risks. The evaluation and analysis 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) Monitoring program for field fertilization by waste from AB "Rokiškio sūris", 2) Monitoring program for treated waste from AB "Rokiškio sūris" to Ruopiškis (Alseta) lake in Rokiškis district, 3) Monitoring program for underground water of AB "Rokiškio sūris", 4) Monitoring program for underground water in petrol stations of AB "Rokiškio sūris" in Rokiškis and Obeliai. The mponitoring is made by a research company UAB Geoaplinka, 5) The monitoring testing of pollution sources is made by the following cerified laboratories: UAB Ekometrija, UAB Rokvesta. Certificates are submitted to Panevėžys RAAD. There is no objectionable influence identified.

In 2011, 13 stationary air pollution resources discharged 7.74 t of pollutants. The transport department consisted of 290 vehicles: 203 trailers, 81 automobiles, 6 other vehicles. The mobile resources of contamination discharged 668.6 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%. The treated dairy waste is processed into bio-gas and electricity. In 2011, it was processed 7779 t of dairy waste, produced 190 499 kWh of electricity which was used for the internal consumption. 5462 t of sludge was used for field fertilizing. In 2011, the facilities of AB Rokiskio suris treated 978 thousand m³, and 6,5 % of waste was transferred to the municipality waste water treatment plant.

The former dairy waste accumulation site of AB "Rokiškio sūris" in Celkiai, Rokiškis district, was inspected and the Ministry of Envoronment issued a positive evaluation, therefore, the site is going to be taken out of the register of dangerous objects.

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 fireprotection and minimize potential risk.

	2010	2011	GPGB –ES*
Quantity of issued waste per ton of raw material	0,005	0,002	-
Fee for pollution per ton of raw material	0,07	0,07	-
Quantity of waste pollutants according to BDS7 in kg per ton of raw	0,37	0,26	-
material
Quantity of waste per ton of raw material, m³	1,39	1,31	0,7-6
Consumption of chemical materials in kg per ton of raw	1,79	1,9	1,1-10,7
material
Power consumption in kWh per ton of raw material	38,82	39,6	60-208
Thermo-power consumption in kWh per ton of raw material	67,75	66,2	60-820

Key environmental indices:

*- GPGB- "Integrated Pollution Prevention and Control, Reference Document on Best Available Techniques in the Food, Drink and Milk Indusries " August 2006

Environmental activities, LTL million

Year	2008	2009	2010	2011
Taxes for environment pollution	0,135	0,105	0,101	0,108
Income from the environmental operations	0,143	0,151	0,277	0,628
Investment into environment protection	2,067	1,027	0,830	0,526
Expenditure for environment	3,897	2,480	3,487	3,300

29. Key aspects of formation of consolidated financial accounting related with the systems of internal control and risk management

These consolidated financial statements have been prepared according to International Financial Reporting Standards (IFRS) as adopted by the European Union.

The preparation of consolidated and parent company's financial statements in conformity with IFRS requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The estimates are based on the knowledge obtained by the management as well as current situation and actions. The financial accounts include consolidated financial accounting of the Group and individual financial accounting of the Company.

Subsidiaries are all entities (including special purpose entities) over which the group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases.The group uses the acquisition method of accounting to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the group recognizes any non-controlling interest in the acquirer

either at fair value or at the non-controlling interest's proportionate share of the acquirer's net assets.

The excess of the consideration transferred, the amount of any non-controlling interest in the acquirer and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the group's share of the identifiable net assets acquired is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognized directly in the statement of comprehensive income

Inter-company transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.

The group treats transactions with non-controlling interests as transactions with equity owners of the group. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.

When the group ceases to have control or significant influence, any retained interest in the entity is remeasured to its fair value, with the change in carrying amount recognized in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognized in other comprehensive income in respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognized in other comprehensive income are reclassified to profit or loss.

The group's interests in jointly controlled entities are accounted for by proportionate consolidation. The group combines its share of the joint ventures' individual income and expenses assets and liabilities and cash flows on a line-by-line basis with similar items in the group's financial statements. The group recognises the portion of gains or losses on the sale of assets by the group to the joint venture that is attributable to the other venturers. The group does not recognise its share of profits or losses from the joint venture that result from the group's purchase of assets from the joint venture until it resells the assets to an independent party. However a loss on the transaction is recognised immediately if the loss provides evidence of a reduction in the net realisable value of current assets or an impairment loss.

30. Information about the authorization given by the Board members

Members of the Board of Directors have not authorized any other third parties to perform the fuctions attributable to the Board of Directors.

31. Key ratios of the company performance, their dynamics

No.	Ratio		2007	2008	2009	2010	2011
1.	Net profit %	Net profit	5	(3)	3	4	4
		Sales and services
2.	Average return	Net profit	0,10	(0,05)	0,04	0,07	0,07
	on assets	Average assets
3.	Debt ratio	Liabilities	0,34	0,52	0,47	0,40	0,35
		Assets
4.	Debt-to-equity	Liabilities	0,57	1,08	0,88	0,66	0,55
	ratio	Equity
5.	General	Current assets	1,70	0,94	1,42	1,10	1,85
	liquidity ratio	Current liabilities
6.	Assets turnover	Revenues	1,99	1,89	1,61	1,72	1,54
	ratio	Assets
7.	Book value per	Equity	4,97	4,07	4,82	5,06	8,07
	share, Lt	Number of ordinary shares
8.	Net earnings per	Net profit	0,81	(0,45)	0,38	0,65	0,78
	share, Lt	Number of ordinary shares

The table shows consolidated figures of the Group.

No	Ratio	2007	2008	2009	2010	2011

1.	Income (thousand litas)	664 962	681 821	560 395	553 760	688 025
2.	EBITDA (thousand litas)	76 225	12 785	52 272	55 413	58 771
3.	EBITDA margin (%)	11,46	1,88	9,33	10,01	8,54
4.	Operational profit (thousand litas)	48 785	(14 995)	22 358	29 663	35 141
5.	Operational profit margin (%)	2,82	(2,20)	3,99	5,36	5,11
6.	Return on equity ROE (%)	16,11	(10,55)	8,08	12,65	9,56
7.	Profitability margin (EBT margin) (%)	6,99	(3,08)	3,59	5,18	4,83

32. 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, and 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 high production season (summer) 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 complies with the requirements for food safety and veterinary. Also, the products should be produced with the most modern equipment.

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.

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 investment of the Group in 2010 amounted to LTL 6,5 million.

Total investment of the Group in 2011 amounted to LTL 16,4 million.

The main directions of the investment in 2011:

Production of high value added products (long maturing various packaging and shapes fermented and processed-smoked cheese);
Production of big wheels of had grated cheese, 35 kilos each;
Modernization of technological process of whey products;
Modernization of the departments servicing production facilities (thermo and energy supply departments, compressor room, water supply department, laboratory);
Renewal of assortment and packaging of fresh dairy products;
Maintenance of competitive ability level in the market;
Improvement of sanitary and hygiene level in the production facilities (in the way of equipment of ventilation systems, humidity collectors, and CIP sites);
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;
Increase of level of competitiveness introducing added value products to the market;
Modernization of warehouses of finished products (reconstruction of premises and equipment);
Modernization of internal transport;
Automatization of cheese loading/unloading from containers;
Improvement of work conditions of employees;
Modernization of cheese packaging complying with customer needs;
Implementation of new technologies;
Modernization of heating system and compressor room, implementation of accounting system;

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

33. Future plans, forecasts and investments envisaged in 2012

In 2012, the group of AB "Rokiškio sūris" is going to make investments amounting to LTL 9 million. The investments will be used for modernization of production procedures in whole chain of production (cheese pre-presses, robot for cheese packaging, decentralized cleaning systems, internal transport, modernization of heating system, integrated management system, sanitary maintenance equipment, i.e. floor cleaning machine, high pressure cleaning equipment, 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.

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.

34. Dividends paid

	2005		2006		2007
Type of	Sum, LTL	Per	Sum, LTL	Per	Sum, LTL	Per share
shares		share		share
Ordinary	10.275.966,28	2,36 Lt	10.081.101,08	2,36 Lt	9.902.131,20	0,24 Lt
registered		(23,60%)		(23,60%)		(24,00%)
share

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

Table continued

	2008		2009		2010
Type of	Sum, LTL	Per	Sum, LTL	Per	Sum, LTL	Per share
shares		share		share
Ordinary	Dividends were not paid		3 844 483,40	0,10 Lt	3 586 797	0,10 Lt
registered				(10,00%)		(10,00%)
share

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

35. 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 change the company's legal address;
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 approve interim financial accounting prepared on purpose to accept resolution regarding dividends payout for the period shorter than a financial year;
1. to accept resolution regarding dividends payout for the period shorter than a financial year;
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, 6, 7, 9, 10, 12, 13, 15, 16, 18, 19, 20, 21 which requires the participated majority of 2/3 of shares with the voting right. Resolution for an item of point 14 may be adopted with the participated majority of 3/4 of shares with the voting right.

36. Committees formed in the Company

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:

Kęstutis Kirejevas – independent member, director of UAB "EuropaPrint", has no shares of AB "Rokiškio sūris";

Rasa Žukauskaitė – works for AB "Rokiskio suris", in the financial department, has 2 shares of AB "Rokiškio sūris";

Asta Keliuotytė - works for AB "Rokiskio suris", in the financial department, has no shares of AB "Rokiškio sūris".

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.

Members of the Audit Committee are elected and recalled by the company's general shareholders' meeting following recomendations of the Board of Directors.

Cadency periodo f the Audit Committee ends in April 2013.

There are no other committees formed in the company.

37. Management bodies

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.

38. 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.

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 31-12-2011)

Dalius Trumpa – Board Chairman (elected by the 25th April 2008 General meeting of shareholders). Owns 994 787 ordinary registered shares. i.e. 2,77% of the Authorized capital and 2,84% 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 6 978 370 ordinary registered shares of AB "Rokiškio sūris", i.e. 19,46% of the authorized capital of AB "Rokiškio sūris" and 19,90% 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".

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 38.

Information on the company's finance director:

For more information about the Chief Financial Officer Antanas Kavaliauskas see point 38.

Data on the allocated funds

In 2011 it was allocated the following sums to the members of the Board of Directors of AB "Rokiškio sūris", manager of the Company and the chief finansist, average amounts are calculated falling on one member of managemen bodies, as well as transfered property and guarantees:

Members of collegial bodies	Number of people	Total allocated sums, (salary and tantjemes) LTL, thou	Average amount per person, (salary and tantjemes) LTL, thou	Transferred property, Lt	Guarantees given, Lt
Members of the Board of Directors	9	1 784	198	4	-
Manager of the company and chief finansist	2	144*	72*	-	-

* only salary

39. 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.

40. Information on the publicly announced data

Disposal of treasury shares of AB "Rokiskio suris"

The company was disposed of its treasury shares (2 576 924 shares) when they were withdrawn. On March 8th 2011 a new wording of the Articles of Association of AB "Rokiskio suris" was registered in the Register of Legal Entities regarding decrease of the authorized capital due to the withdrawal of treasury shares. The resolution to decrease the authorized capital in the course of share withdrawal was accepted on 23rd December 2010 general meeting of shareholders.

The company has no shares in treasure after annulment of 2 576 924 shares.

Resolutions of the 29th April 2011 general meeting of shareholders of AB "Rokiskio suris".

-The Company's annual report for the year 2010.

Debriefed with the consolidated annual report of AB "Rokiškio sūris" for the year 2010 after its approval by the Board of Directors and evaluation by auditors.

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

Resolution: To endorse the auditor's report

-The Audit Committee report.

Resolution: To endorse the report of the Audit Committee

-Approval of the company's consolidated financial accounting for the year 2010.

Resolution: To approve the consolidated financial reports for the year 2010

-Allocation of the Company's profit of 2010.

Resolution: To approve allocation of the Company's profit (loss) of 2010.

	Tytle	Thou LTL	Thou EUR
1.	Non-distributable profit (loss) at beginning of year	83 741	24 253
2.	Approved by shareholders dividends related to the year 2009	3 884	1 124
3.	Transfers to reserves provided by law	359	104
4.	Profit share transferred to reserves for acquisition of own shares	15 000	4 344
5.	Non-distributable profit (loss) at beginning of year after dividend payout and transfer to reserves	64 498	18 680
6.	Net profit (loss) of fiscal year	24 561	7 113
7.	Distributable profit (loss)	89 059	25 793
8.	Profit share for mandatory reserve	-	-
9.	Profit share for acquisition of treasury shares	20 000	5 792
10.	Profit share for other reserves	-	-
11.	Profit share for dividend payout	3 587	1 039
12.	Profit share for annual payments (tantiemes) to the Board of Directors, employee bonuses and other	4 900	1 419
13.	Non-distributable profit (loss) at end of year	60 572	17 543

Allotted for the dividends related to 2010 – LTL 3 586 797 (EUR 1 038 808) i.e. LTL 0,10 (EUR 0,029) per share (before taxes).

The Law on Companies of the Republic of Lithuania provides that dividends shall be paid to the shareholders who at the end of the tenth business day following the Annual General Meeting that adopts a decision on dividend payment (rights accounting day) will be on the Shareholders' List of the Company, i.e. the shareholders of AB Rokiskio suris on 13 May 2011.

Following Lithuanian laws dividends paid to natural persons-residents of the Republic of Lithuania and natural persons-residents of foreign countries are subject to withholding Personal income tax of 20 per cent. Dividends paid to legal entities of the Republic of Lithuania and legal entities-residents of foreign countries are subject to withholding Corporate income tax of 15 per cent, unless otherwise provided for by the laws.

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

Resolution:

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

-Regarding purchase of own shares.

Resolution:

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

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

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

4). Maximal purchase price per share set as – 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.

-Regarding compounding the reserve to acquire own shares.

Resolution:

To compound a LTL 20 000 thousand (twenty million) litas reserve. The total reserve for acquisition of own shares including the reserve already accumulated amounts up to LTL 40 287 thousand.

AB Rokiskio suris increased the block of shares of Latvian company

On 31st May 2011, AB Rokiskio suris has additionally acquired 49,95 per cent of shares of Latvian company SIA Jekabpils piena kombinats and increased the controlled block of shares up to 100 per cent.

The value of share transaction of acquired 49,95 per cent equals to EUR 416 thousand. The share acquisition will not have any significant influence on the company's operations and financial state.

SIA Jekabpils piena kombinats operates in the field of raw milk purchase.

Regarding purchase of own shares

Considering the fluctuation of share price and pursuing resolution of the 29th April 2011 general meeting of shareholders of AB "Rokiskio suris", the 2nd September 2011 Board of Directors of AB "Rokiskio suris" resolved:

1. Purchase up to 3.586.700 (three million five hundred eighty six thousand seven hundred) units of ordinary registered shares of AB "Rokiskio suris" LTL 1 (one) litas par value. It makes 10 % of the Authorized Capital of AB "Rokiskio suris".
1. The price for purchase of own shares is set at EUR 1,40 per ordinary registered share of AB "Rokiskio suris".
1. Duration of purchase of own shares 14 days. The shares will be purchased as from September 7th, 2011 until September 20th, 2011 via the official tender submarket of Securities Exchange NASDAQ OMX Vilnius.
1. 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.
1. Acquisition of own shares by AB "Rokiskio suris"

In the course of purchase of own shares started from 07/09/2011 to 20/09/2011 AB "Rokiskio suris" purchased 788 804 units of own shares, and it makes 2,20 % of the Company's Authorised Capital. Purchase price per share equals to EUR 1,40.

Regarding purchase of own shares

Considering the fluctuation of share price and pursuing resolution of the 29th April 2011 general meeting of shareholders of AB "Rokiskio suris", the 28th November 2011 Board of Directors of AB "Rokiskio suris" resolved:

1. Purchase up to 2.797.890 (two million seven hundred ninety seven thousand eight hundred ninety) units of ordinary registered shares of AB "Rokiskio suris" LTL 1 (one) litas par value. It makes 10 % of the Authorized Capital of AB "Rokiskio suris" including 788.804 units own shares in treasure.
1. The price for purchase of own shares is set at EUR 1,20 per ordinary registered share of AB "Rokiskio suris".
1. Duration of purchase of own shares 14 days. The shares will be purchased as from December 1st, 2011 until December 14th, 2011 via the official tender submarket of Securities Exchange NASDAQ OMX Vilnius.
1. 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.
1. Acquisition of own shares by AB "Rokiskio suris"

As of 14th December 2011, AB "Rokiskio suris" completed purchasing of own shares on the "NASDAQ OMX Vilnius" stock exchange market, consequently the company acquired 13,290 ordinary registered shares which makes 0.04 % of the Company's Authorised Capital. Purchase price per share equals to EUR 1,200.

Currently, AB "Rokiskio suris" owns 802,094 units of treasury shares including the previously acquired shares, and it makes 2.24 % of the company's authorized capital.

Information about the share issues of AB "Rokiškio sūris"

As of 31st December 2011, the authorized capital of AB "Rokiškio sūris" makes LTL 35,867,970. It compounds of 35,867,970 ordinary registered shares. Nominal value per share equals to LTL1 (one litas).

The quantity of treasury shares equals to 802,094. Shares with the voting right amounts to 35,065,876.

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 Public Information, on the website of Vilnius Securities Exchange http://www.baltic.omxnordicexchange.com and the company's website www.rokiskio.com

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

Other information on the important events after the end of fiscal year is presented with the consolidated financial reports, under Remark 34.

42. Information on audit

The audit of AB "Rokiškio sūris" (The Group) consolidated balance sheet and related comprehensive income statement as at 31st December 2011, as well as cash flow and changes in equity statements were prepared by UAB "PricewaterhouseCoopers".

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

Mission

AB "Rokiškio sūris" = Reliable Dairy Industry Professionals (Patikimi Pieno Pramonės Profesionalai).

Key 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
Ensuring of a stable and coordinated waste-free production programme
Maintenance of stabile relationships with raw milk suppliers.

Key values and strengths:

Harmonized team and sustainable management.
Modern technologies.
Experience.
Finansial stability.
Fast and flexible decision making and reaction the the external changes.
Continuous improvement.

In the Baltic region we are:

The most effective dairy producer because:
We have a reliable quality management system,
We are a reliable partner of milk producers,
We are attractive employer,
The company's brand is a guarantee of reliability and quality, well known in the Baltic region, and the Eastern and Western markets.
Leader of dairy industry in Lithuania and the Baltics in accordance with the following:
Quantity of processed milk,
Production of fermented cheese,
Turnover and profit.

SUPPLEMENT TO THE CONSOLIDATED ANNUAL REPORT 2011

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/NO
PRINCIPLES/ RECOMMENDATIONS	/NOT	COMMENTARY
	APPLICAB
	LE
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 the	Yes	The Company announces its development strategy and
company's development strategy and objectives by		objectives publicly in its annual reports and interim
clearly declaring how the company intends to meet the		reports which are submitted via the central base of
interests of its shareholders and optimize shareholder		regulated information and the company's website.
value.
1.2. All management bodies of a company should act in	Yes	The Company's managing bodies act in furtherance of
furtherance of the declared strategic objectives in view of		the strategic plan according to which the mission is to
the need to optimize shareholder value.		form a strong, financially sound and technically modern
		enterprise creating and constantly increasing its value
		for shareholders.

1.3. A company's supervisory and management bodies	Yes	As the Company does not have a supervisory body – a
should act in close co-operation in order to attain		Supervisory Board, the function of supervision is acted
maximum benefit for the company and its shareholders.		by the Audit Committee, 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

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

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	No	The Company's managing bodies are a general
Companies of the Republic of Lithuania – a general		shareholders' meeting, the Board of Directors and the
shareholders' meeting and the chief executive officer, it is		Chief Executive Officer. The Company does not have a
recommended that a company should set up both a		collegial supervisory body, and its functions are
collegial supervisory body and a collegial management		overtaken by the Board of Directors. The Company's
body. The setting up of collegial bodies for supervision		CEO is accountable to the Board of Directors.
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 its turn, facilitate a more
efficient and transparent management process.

2.2. A collegial management body is responsible for the	Yes	Functions of the collegial management body are carried
strategic management of the company and performs other		out by the Board of Directors.
key functions of corporate governance. A collegial
supervisory body is responsible for the effective
supervision of the company's management bodies.
2.3. Where a company chooses to form only one collegial	No	The Company has only one collegial management body
body, it is recommended that it should be a supervisory		and it is the Board of Directors who carry out the
body, i.e. the supervisory board. In such a case, the		functions of the supervisory board.
supervisory board is responsible for the effective
monitoring of the functions performed by the company's
chief executive officer.
2.4. The collegial supervisory body to be elected by the	Yes	The Company has a collegial management body – the
general shareholders' meeting should be set up and		Board of Directors. Principles III and IV of the Code are
should act in the manner defined in Principles III and IV.		applied to the Board of Directors.
Where a company should decide not to set up a 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	Yes	According to the Articles of Association the Board of
should comprise such number of board (executive		Directors consists of 9 members. The Company believes
directors) and supervisory (non-executive directors)		that 9 members are able to ensure productive work of
board members that no individual or small group of		the Board of Directors enabling to adopt resolutions and
individuals can dominate decision-making on the part of		it is assumed that an individual member or small group
these bodies.		do not dominate the decisions of the Board of Directors.
		Every Board member has one vote.
2.6. Non-executive directors or members of the	Yes	According to the Articles of the Association the Board
supervisory board should be appointed for specified terms		of Directors is elected for the 4 year period. Cadency
subject to individual re-election, at maximum intervals		number is not limited. A possibility to resign or remove
provided for in the Lithuanian legislation with a view to		a member of the Board of Directors is regulated by the
ensuring necessary development of professional		Lithuanian legislation – a Board member may resign
experience and sufficiently frequent reconfirmation of		before his/her cadency is ended if the company is
their status. A possibility to remove them should also be		informed about it in written not later than 14 days in
stipulated however this procedure should not be easier		advance. A Board member may be recalled by the same
than the removal procedure for an executive director or a		institution which ellected, i.e. general meeting of
member of the management board.		shareholders.

2.7. Chairman of the collegial body elected by the general	No	The Company's Board Chairman is not the Chief
shareholders' meeting may be a person whose current or		Executive Officer, but he is a director of daughter
past office constitutes no obstacle to conduct independent		company.
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.

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	Yes	Only 2 Members of the Board of Directors of total 9 are
to be elected by a general shareholders' meeting		shareholders of the Company. Other members are minor
(hereinafter in this Principle referred to as the 'collegial		shareholders. Minor shareholders are not limited in their
body') should ensure objective and fair monitoring of the		right to represent their interests and have their
company's management bodies as well as representation		representative on the Board of Directors.
of minority shareholders.		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	Yes	Information about the members of the Board of
members of a collegial body, information about their		Directors (names, education, qualifications, professional
education, qualification, professional background,		experience, participation in the activities of other
positions taken and potential conflicts of interest should		companies, other important professional obligations) is
be disclosed early enough before the general		provided in the periodical reports.
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.







3.3. Should a person be nominated for members of a	Yes	A candidate to the members of the Board inform general
collegial body, such nomination should be followed by		meeting of shareholders about his/ her education,
the disclosure of information on candidate's particular		professional performance, position and participation in
competences relevant to his/her service on the collegial		the activities of other companies. Members of the Board
body. In order shareholders and investors are able to		provide information on the participation in qualification
ascertain whether member's competence is further		programmes related with activities on the Board.
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.
3.4. In order to maintain a proper balance in terms of the	Yes	The members of Company's collegial body – the Board
current qualifications possessed by its members, the		of Directors – are the Company's Functional Directors
desired composition of the collegial body shall be		leading some specific areas of the Company's
determined with regard to the company's structure and		performance, they are competent and qualified to
activities, and have this periodically evaluated. The		maintain their functions.
collegial body should ensure that it is composed of		The Audit Committee consists of 3 members, one of
members who, as a whole, have the required diversity of		which is independent and has at least 5 year experience
knowledge, judgment and experience to complete their		in accounting. Other members of the Audit Committee
tasks properly. The members of the audit committee,		are also qualified to maintain their functions. The
collectively, should have a recent knowledge and relevant		Auditing Committee carries out independent and
experience in the fields of finance, accounting and/or		objective activities analyzing, evaluating and consulting
audit for the stock exchange listed companies. At least		the Company in order to improve the Company's
one of the members of the remuneration committee		performance and increase its added value.
should have knowledge of and experience in the field of
remuneration policy.

3.5. All new members of the collegial body should be offered a tailored program focused on introducing a member with his/her duties, corporate organization and activities. The 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 conflicts of interest related with a member of the collegial body are resolved properly, the collegial body should comprise a	No No	All new Board members are informed on the Company's performance, organization and changes in the meetings of the Board of Directors. There are no independent members on the Board of Directors.
sufficient number of independent members. 3.7. A member of the collegial body should be considered to be independent only if he is free of any business, family or other relationship with the company, its controlling shareholder or the management of either, that creates a conflict of interest such as to impair his judgment. Since all cases when member of the 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	No	As from 1995 until 2006, the greatest part of the Board of the Company was made of independent members. When the structure of shareholders changed, and the Board of Directors resigned, the new members were elected, and they do not comply with the Code's independency criteria.

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	No	At present, there are no members who comply with the
body has come to in its determination of whether a		independency criteria.
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 disclose which members of the collegial
body it considers to be independent.








3.10. When one or more criteria of independence set out	No	At present, there are no members who comply with the
in this Code has not been met throughout the year, the		independency criteria.
company should disclose its reasons for considering a		No other group of shareholders having no relations with
particular member of the collegial body to be		the company's management have not raised a will to
independent. To ensure accuracy of the information		have their member on the Company's Board, so they
disclosed in relation with the independence of the		didn't offer a candidacy.
members of the collegial body, the company should		The Company's attempt to incorporate an independent
require independent members to have their independence		member didn't serve the purpose (such a member was
periodically re-confirmed.		Alvydas Miliunas – chairman of agricultural company
		Kubiliai).
3.11. In order to remunerate members of a collegial body	No	At present, there are no members who comply with the
for their work and participation in the meetings of the		independency criteria.
collegial body, they may be remunerated from the
company's funds. The general shareholders' meeting
should approve the amount of such remuneration.

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 Principle		reciprocations and recommendations to a general
referred to as the 'collegial body') should ensure integrity		meeting of shareholders regarding annual accountability
and transparency of the company's financial statements		of the Company, distribution of the profit, annual report
and the control system. The collegial body should issue		of the Company, as well as carries out other functions.
recommendations to the company's management bodies
and monitor and control the company's management
performance.

4.2. Members of the collegial body should act in good	Yes	By the Company's information, all Board members act
faith, with care and responsibility for the benefit and in		in good will vis-a-vis the Company. They are guided by
the interests of the company and its shareholders with due		the Company's interests but not their own or any third
regard to the interests of employees and public welfare.		parties seeking to maintain their independency when
Independent members of the collegial body should (a)		accepting decisions.
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).
4.3. Each member should devote sufficient time and	Yes	Each member of the collegial body fulfills his/ her
attention to perform his duties as a member of the		functions properly: actively participates at the meetings
collegial body. Each member of the collegial body should		of collegial body, and devotes sufficient time to perform
limit other professional obligations of his (in particular		his/ her duties as a member of the collegial body. The
any directorships held in other companies) in such a		quorum of each meeting was regulated so the Board of
manner they do not interfere with proper performance of		Directors would be enabled to accept decisions
duties of a member of the collegial body. In the event a		constructively. During the reporting period there was
member of the collegial body should be present in less		not a meeting which would have been attended by less
than a half of the meetings of the collegial body		than a half of the Board members.
throughout the financial year of the company,
shareholders of the company should be notified.
4.4. Where decisions of a collegial body may have a	Yes	The Company acts honestly and without bias with its
different effect on the company's shareholders, the		shareholders. The shareholders are informed on the
collegial body should treat all shareholders impartially		Company's activities in accordance with the Lithuanian
and fairly. It should ensure that shareholders are properly		legislation by announcing the information in annual
informed on the company's affairs, strategies, risk		reports, through the Central information base and the
management and resolution of conflicts of interest. The		company's website.
company should have a clearly established role of
members of the collegial body when communicating with
and committing to shareholders.

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

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

collegial body. The recommendation on creation of
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	Yes	The Audit Committee consists of 3 members, one of
normally be composed of at least three members. In		which is an independent member.
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
4.10. Authority of each of the committees should be	Yes	The Audit Committee pursue its duties following the
determined by the collegial body. Committees should		work regulations approved by the general meeting of
perform their duties in line with authority delegated to		shareholders. The Committee is accountable to the
them and inform the collegial body on their activities and		general meeting of shareholders providing the
performance on regular basis. Authority of every		information on the independency of auditing procedure.
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.

4.11. In order to ensure independence and impartiality of	Yes	The Audit Committee will invite the CEO of the
the committees, members of the collegial body that are		Company as well as other employees related with the
not members of the committee should commonly have a		discussed issues to their meetings. Also, the Chairman
right to participate in the meetings of the committee only		of the Committee is provided with the right to
if invited by the committee. A committee may invite or		communicate with shareholders.
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.
4.12. Nomination Committee.	No	There is not a Nomination Committee in the Company.
4.12.1. Key functions of the nomination committee
should be the following:

• 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.	No		There is not a Remuneration Committee in the
4.13.1. Key functions of the remuneration committee		Company.
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

consistent with company's remuneration policy and the
evaluation of the performance of these persons
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 supervision,
4.14.1. Key functions of the audit committee should be		analyzing, evaluation and consultation in order to
the following:		improve general organization and create value added.
• Observe the integrity of the financial information		The key function of the Committee is systematic and
provided by the company, in particular by reviewing the		versatile evaluation, as well as encouragement of better
relevance and consistency of the accounting methods		risk management, and sufficient control and
used by the company and its group (including the criteria		maintenance procedures resulting in submission of
for the consolidation of the accounts of companies in the		recommendations to the general meeting of shareholders
group);		and the board of directors in order to implement set
• At least once a year review the systems of internal		objectives.
control and risk management to ensure that the key risks		The Audit Committee analyses the consolidated
(inclusive of the risks in relation with compliance with		financial information and provide their
existing laws and regulations) are properly identified,		recommendations for the integrity of such information,
managed and reflected in the information provided;		the Committee make their recommendations regarding
• Ensure the efficiency of the internal audit function,		selection of the external auditor and inspects
among other things, by making recommendations on the		effectiveness of the external auditor's performance as
selection, appointment, reappointment and removal of the		well as the reaction of the Company's management to
head of the internal audit department and on the budget of		their recommendations which are provided by the letter
the department, and by monitoring the responsiveness of		to the management.
the management to its findings and recommendations.		All members of the committee are furnished with
Should there be no internal audit authority in the		complete information on particulars of accounting,
company, the need for one should be reviewed at least		financial and other operations of the company.

annually;

• Make recommendations to the collegial body related with selection, appointment, reappointment and removal of the external auditor (to be done by the general shareholders' meeting) and with the terms and conditions of his engagement. The committee should investigate situations that lead to a 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 Company's management informs the Audit Committee of the methods used to account for significant and unusual transactions.

The Audit Committee has a right to demand that the Board Chairman, Chief Executive Officer of the company, Chief Financial Officer would participate at its meetings. The committee is also entitled, when needed, to meet with any relevant person without 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.

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 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 conduct the assessment of its activities. The 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.	No	There is no practice of collegial body assessment.

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

5.4. In order to co-ordinate operation of the company's	No	The Company does not have a Supervisory Board and
collegial bodies and ensure effective decision-making		this statement is not applied.
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.

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 capital should	Yes	As at 31st December 2011, the authorized capital of AB
consist only of the shares that grant the same rights to		Rokiskio suris amounted up to 35 867 970 ordinary
voting, ownership, dividend and other rights to all their		registered shares. Nominal value of the shares amounts
holders.		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 802 094 treasury skares which made 2.24 per
		cent of the company's authorized capital.
		The shares with voting right equals to 35 065 876.
6.2. It is recommended that investors should have access	Yes	Investors have access to the information concerning the
to the information concerning the rights attached to the		rights attached to the shares of the new issue or those
shares of the new issue or those issued earlier in advance,		issued earlier in advance.
i.e. before they purchase shares.
6.3. Transactions that are important to the company and	No	According to the Articles of Association of the
its shareholders, such as transfer, investment, and pledge		Company, important transactions, i.e. the decisions
of the company's assets or any other type of encumbrance		regarding investment, transference, lease or mortgage of
should be subject to approval of the general shareholders'		non-current assets whose book value makes over 1/20 of
meeting. All shareholders should be furnished with equal		the Company's Authorized Capital, as well as the
opportunity to familiarize with and participate in the		decisions regarding execution, warranty or pledge of
decision-making process when significant corporate		other bodies' liabilities whose total sum is over 1/20 of
issues, including approval of transactions referred to		the Company's Authorized Capital, and the decisions to
above, are discussed.		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	Yes	The documents prepared for General meeting of
shareholders' meeting should ensure equal opportunities		shareholders including draft resolutions of the meeting
for the shareholders to effectively participate at the		are available not later than 21 day prior the date of
meetings and should not prejudice the rights and interests		general meeting of shareholders as required by the Law
of the shareholders. The venue, date, and time of the		on Joint stock companies. The documents placed on the
shareholders' meeting should not hinder wide attendance		website of NASDAQ OMX security exchange and the
of the shareholders. Prior to the shareholders' meeting,		company website are available in Lithuanian and
the company's supervisory and management bodies		English languages.
should enable the shareholders to lodge questions on		Resolutions accepted by the general meeting of
issues on the agenda of the general shareholders' meeting		shareholders including financial reports, the audit report,
and receive answers to them.		annual report, amendments of articles of ssociation etc
		are announce in Lithuanian and English languages are
		announced via the central base of regulated information
		of NASDAQ OMX security exchange and the company
		website www.rokiskio.com


6.5. If is possible, in order to ensure shareholders living	Yes	Shareholders of the company have the right to
abroad the right to access to the information, it is		participate at general meeting of shareholders personally
recommended that documents on the course of the		or appoint a representative if there is a proper Power of
general shareholders' meeting should be placed on the		Attorney or Agreement to pass votes according to the
publicly accessible website of the company not only in		applicable legislation. Also, the Company provides its
Lithuanian language, but in English and /or other foreign		shareholders with the right to fill in a common voting
languages in advance. It is recommended that the minutes		bulletin as it is required by the Law on Joint Stock
of the general shareholders' meeting after signing them		Companies.
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

6.6. Shareholders should be furnished with the	No	This statement is not followed by the Company because
opportunity to vote in the general shareholders' meeting		there is not an opportunity to secure safety of the
in person and in absentia. Shareholders should not be		transmitted information and it is impossible to identify
prevented from voting in writing in advance by		personality of the participator and voter.
completing the general voting ballot.
6.7. With a view to increasing the shareholders'	No
opportunities to participate effectively at shareholders'
meetings, the companies are recommended to expand use
of modern technologies by allowing the shareholders to
participate and vote in general meetings via electronic
means of communication. In such cases security of
transmitted information and a possibility to identify the
identity of the participating and voting person should be
guaranteed. Moreover, companies could furnish its
shareholders, especially shareholders living abroad, with
the opportunity to watch shareholder meetings by means
of modern technologies.

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 supervisory and	Yes	A member of the company's management body may
management body should avoid a situation, in which		make a transaction with the company whose member he
his/her personal interests are in conflict or may be in		appears to be, however he/ she shall not inform the other
conflict with the company's interests. In case such a		members of the same body or the company's body
situation did occur, a member of the company's		having elected him/ her as well as shall not inform the
supervisory and management body should, within		company's shareholders.
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 supervisory and	Yes
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	No	The company follows the recommendation. A Board
management body may conclude a transaction with the		member abstains from voting, when discussing the
company, a member of a corporate body of which he/she		transactions or other issues in which he/ she has certain
is. Such a transaction (except insignificant ones due to		interests.
their low value or concluded when carrying out routine
operations in the 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 supervisory and	Yes	The company follows the recommendation. A Board
management body should abstain from voting when		member abstains from voting, when discussing the
decisions concerning transactions or other issues of		transactions or other issues in which he/ she has certain
personal or business interest are voted on.		interests.

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	No	The company does not announce any information on the
company's remuneration policy (hereinafter the		remuneration system.
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 on the company's website.

8.2. Remuneration statement should mainly focus on	No	As from 2004 and up to date, the Company applies a
directors' remuneration policy for the following year and,		remuneration system which conforms all the statements
if appropriate, the subsequent years. The statement should		of this point. The system is approved by the Company's
contain a summary of the implementation of the		manager, but it is not announced publicly.
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.
8.3. Remuneration statement should leastwise include the	No	As there is not a Remuneration Committee, 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 summarize and		The company does not annouce any informatikon on
explain company's policy regarding the terms of the	No	remuneration amounts or any other benefits received by
contracts executed with executive directors and members		the directors because the company believs this is a
of the management bodies. It should include, inter alia,		confidential information.
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 contain detailed	No
information on the entire amount of remuneration,
inclusive of other benefits, that was paid to individual
directors over the relevant financial year. This document
should list at least the information 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 variable	Yes	The Company applies the remuneration system
components of remuneration, companies should set limits		according to which compensation for work consists of
on the variable component(s). The non-variable		variable parts. The variable constituents are allocated to
component of remuneration should be sufficient to allow		every function according to the overall functional
the company to withhold variable components of		management system.
remuneration when performance criteria are not met.
8.7. Award of variable components of remuneration	Yes	The variable constituents are allocated by the
should be subject to predetermined and measurable		Company's management, taking into account the results
performance criteria.		of the Company's performance, number of employees,
		market situation and other factors.
8.8. Where a variable component of remuneration is	Yes	When a variable part of compensation is allocated, the
awarded, a major part of the variable component should		biggest part of the payment of variable part of
be deferred for a minimum period of time. The part of the		compensation is reserved to the first quarter.
variable component subject to deferment should be
determined in relation to the relative weight of the
variable component compared to the non-variable
component of remuneration.
8.9. Contractual arrangements with executive or	No	The variable part of compensation is only paid when its
managing directors should include provisions that permit		validity is fully certain.
the company to reclaim variable components of
remuneration that were awarded on the basis of data
which subsequently proved to be manifestly misstated.
8.10. Termination payments should not exceed a fixed	Yes	Termination payments are paid in accordance with the
amount or fixed number of years of annual remuneration,		statements of Work Codex of the Republic of Lithuania
which should, in general, not be higher than two years of		article 140, and the statements of Corporate Agreement
the non-variable component of remuneration or the		approved by the Company.
equivalent thereof.

8.11. Termination payments should not be paid if the	Yes	Termination payments are not paid out if the job
termination is due to inadequate performance.		contract is terminated due to bad performance results.
8.12. The information on preparatory and decision	No	The company doesn't have any other remuneration
making processes, during which a policy of remuneration		system designed to the directors except the variable part
of directors is being established, should also be disclosed.		of salary which depends on the company's performance
Information should include data, if applicable, on		results, market situation and other factors.
authorities and composition of the remuneration
committee, names and surnames of external consultants
whose services have been used in determination of the
remuneration policy as well as the role of shareholders'
annual general meeting.
8.13. Shares should not vest for at least three years after	No	Remuneration is not based on share award.
their award.
8.14. Share options or any other right to acquire shares or	No	Remuneration is not based on share award.
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	No	See point 8.13.
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	No	See point 8.13.
directors should not include share options.
8.17. Shareholders, in particular institutional	No	Shareholders are encouraged to attend general meetings
shareholders, should be encouraged to attend general		of shareholders, yet the meetings do not consider issues
meetings where appropriate and make considered use of		of the directors' remuneration system. It is considered to
their votes regarding directors' remuneration.		be a prerogative of the Board of Directors.

8.18. Without prejudice to the role and organization of	No	See point 8.13.
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 directors in	No	Schemes anticipating remuneration of directors in
shares, share options or any other right to purchase shares		shares, share options or any other right to purchase
or be remunerated on the basis of share price movements		shares or be remunerated on the basis of share price
should be subject to the prior approval of shareholders'		movements are not determined 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 to approval	No	Schemes anticipating remuneration of directors in shares
by the shareholders' annual general meeting:		are not determined at the Company.
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	No	There are no share subscription transactions or grants
Association allow, any discounted option arrangement		based on share price fluctuation.
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	No	The employees of the company and subsidiarines do not
applicable to schemes allowing for participation under		get remuneration with shares.
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	No	See point 8.19.
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 should assure that the rights of stakeholders that are protected by law are respected. 9.2. The corporate governance framework should create conditions for the stakeholders to participate in corporate governance in the manner prescribed by law. Examples of mechanisms of stakeholder participation in corporate governance include: employee participation in adoption

of certain key decisions for the company; consulting the employees on corporate governance and other important issues; employee participation in the company's share capital; creditor involvement in governance in the context

of the company's insolvency, etc.

information.

Yes The corporate governance framework assures the rights of stakeholders that are protected by law are respected. The company applies a Corporate Contract with employees, and the contract is signed by the CEO and Trade Union. Also it is ensured the interest holders are able to participate in governance. For example, participation of the company's employees and raw milk suppliers in the company governance. The greatest part of shareholders are the company's employees and raw milk suppliers. The interest holders have the right to receive information required.

Principle X: Information disclosure and transparency

9.3. Where stakeholders participate in the corporate governance process, they should have access to relevant

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

stakeholders;		data base of the regulated information.
• 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	Yes

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	Yes	The company's annual reports include informatikon
professional background, qualifications of the members		about the activities of Board members, participation in
of supervisory and management bodies, chief executive		the activities of other companies as well as the amount
officer of the company should be disclosed as well as		of shares of the company owned by the members. Also,
potential conflicts of interest that may have an effect on		there is informatikon about the average payment
their decisions when information specified in item 4 of		amounts.
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	Yes
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	Yes	In the company's website, the company publishes all its
neither shareholders nor investors are discriminated with		reports which are placed in the central information base
regard to the manner or scope of access to information.		in Lithuanian and English.
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.
10.6. Channels for disseminating information should	Yes	In the company's website, the company publishes all its
provide for fair, timely and cost-efficient or in cases		reports which are placed in the central information base
provided by the legal acts free of charge access to		in Lithuanian and English, including the Company's
relevant information by users. It is recommended that		annual report, a set of financial statements and other
information technologies should be employed for wider		periodical reports prepared by the Company, as well as
dissemination of information, for instance, by placing the		other stock events.
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.
10.7. It is recommended that the company's annual	Yes	In the company's website, the company publishes all its
reports and other periodical accounts prepared by the		reports which are placed in the central information base
company should be placed on the company's website. It		in Lithuanian and English, including the Company's
is recommended that the company should announce		annual report, a set of financial statements and other
information about material events and changes in the		periodical reports prepared by the Company, as well as
price of the company's shares on the Stock Exchange on		other stock events.
the company's website too.
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	Yes	The Board of Directors proposes an auditing firm to the
and interim reports should be conducted by an		general meeting of shareholders.
independent firm of auditors in order to provide an
external and objective opinion on the company's financial
statements.
11.2. It is recommended that the company's supervisory	Yes	The company's board of directors puts the audit
board and, where it is not set up, the company's board		company candidature to voting on the general meeting
should propose a candidate firm of auditors to the general		of shareholders
shareholders' meeting.
11.3. It is recommended that the company should disclose	Yes	The Audit Company has been paid for the service to
to its shareholders the level of fees paid to the firm of		supervise tax management. Such an information shall be
auditors for non-audit services rendered to the company.		provided to the general meeting of shareholders.
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.

AI assistant

Rokiskio Suris — Annual Report 2011

2242_10-k_2012-04-05_6f14890a-1d04-4777-b95d-79298750ff2e.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. Overall limitations of voting rights.

13. Overall agreements between shareholders.

14. Employees

Management structure of the Group of AB "Rokiškio sūris"

Education of the employees working for Rokiskio suris

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. Capitalisation of securities.

Capitalization of the company's securities within 2009-2011, Eur

Turnover of the company's securities within 2009-2011, (items and Eur)

Indices of the Baltic markets

20. The Group's and parent company audited consolidated financial accounts for the year 2011

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"

Subsidiary of UAB "Rokiškio pienas" Ukmergės pieninė

26. Sales and marketing

Sales markets in 2009-2011 (the Group)

27. Purchase of raw material

28. Risk factors related with the issuer's performance.

Economic factors:

Social factors:

Technical – technological factors:

Ecological:

Key environmental indices:

Environmental activities, LTL million

29. Key aspects of formation of consolidated financial accounting related with the systems of internal control and risk management

30. Information about the authorization given by the Board members

31. Key ratios of the company performance, their dynamics

32. Investment projects implemented during the last 3 fiscal years:

33. Future plans, forecasts and investments envisaged in 2012

34. Dividends paid

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

Table continued

35. Management bodies of the issuer

General meeting of shareholders:

36. Committees formed in the Company

Audit Committee of AB Rokiskio suris:

Members of Audit Committee:

Key functions of Audit Committee include the following:

37. Management bodies

Management of the company:

System of bonuses for the management:

38. Members of collegial bodies

The Board of Directors of AB "Rokiskio suris"

Members of managing bodies:

Board of Directors:

Manager of the Company:

Information on the company's manager (director):

Information on the company's finance director:

Data on the allocated funds

Rokiskio Suris Annual Report 2011