Rokiskio Suris — Proxy Solicitation & Information Statement 2011

Apr 7, 2011

ROKISKIO

The draft resolutions prepared by the Board of Directors of AB „Rokiskio suris“ for the general meeting of shareholders to be held on 29th April 2011:

1. The Company’s annual report for the year 2010.

Draft resolution:
Debriefed with the annual report for the year 2010 of AB “Rokiškio suris”.

1. Auditor’s findings regarding the consolidated financial reports and annual report.

Draft resolution:
To endorse the auditor’s report.

1. The Audit Committee report.

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

1. Approval of the company’s consolidated financial accounting for the year 2010.

Draft resolution:
To approve the consolidated financial reports for the year 2010.

1. Allocation of the profit of the Company of 2010.

Draft resolution:
To approve allocation of the profit of the Company of 2010.

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 39
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

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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.

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

Draft resolution:

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

7. Regarding purchase of own shares.

Draft resolution:

1). To purchase up to 10 per cent of own shares.
2). Purpose of acquisition of own shares – maintain and increase the price of the company’s shares.
3). Period during which the company may purchase own shares - 18 months from the approval of resolution.
4). Maximal purchase price per share set as – 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.

8. Regarding compounding the reserve to acquire own shares.

Draft resolution:

To compound a LTL 20 000 thousand (twenty million) litas (EUR 5 792 thousand) reserve. Total reserve for acquisition of own shares including the reserve already accumulated amounts up to LTL 40 287 thousand (EUR 11 668 thousand).

Dalius Trumpa

Board Chairman