Rokiskio Suris — Share Issue/Capital Change 2017

Oct 13, 2017

Disclosure 355540

Rokiskio Suris - Notification on material event

Agreements with the strategic investor Fonterra (Europe) Coöperatie U.A. have been signed

AB Rokiskio suris informs that negotiations with the strategic investor Fonterra (Europe) Coöperatie U.A regarding investment into the Company have been completed, and on October 13th, 2017, Strategic Investment Agreement was signed. According to the agreement, the Company’s new share emission amounting up to 3,586,797 ordinary registered shares to be acquired by the strategic investor Fonterra (Europe) Coöperatie U.A. (company code 822560100, registered address: Barbara Strozzilaan 356-360, EurBld2, 3a, 1083 HN Amsterdam, the Netherlands). Price per share of the emission shall be equal to EUR 1.98. Total price for the share emission shall be equal to EUR 7,101,858.06.

Having increased the Company’s Authorised Capital by the additional monetary contributions, the Company’s Authorised Capital will increase from EUR 9,361,540.17 up to EUR 10,401,711.30. The Authorised Capital is considered to be increased when the new Articles of Association of the Company are registered in the Register of Legal Entities.

On October 13th, 2017, the Shareholders’ Agreement between the Company’s shareholders (UAB Pieno pramones investiciju valdymas, SIA RSU Holding, Antanas Trumpa and Ledina Trumpienė, Dalius Trumpa and Rasa Trumpienė), the strategic investor (Fonterra (Europe) Coöperatie U.A., and the Company), and the Company was also signed. Purposes of this agreement are the following:

• To regulate the relations between the shareholders, the strategic investor and the Company, as the case may be;
• To secure mutual actions in the course of development of the Company;
• To agree on certain conditions and restrictions applicable to the disposal of the shares of the Company;
• To enable the shareholders and the strategic investor to protect their interests with respect to their investments into the Company.

The group of the abovementioned legal and natural persons acting in concert is intending, pursuant to Article 36 of the Law on Securities of the Republic of Lithuania, to make a tender offer to buy out a remaining part of the Company’s voting shares.

Dalius Trumpa

Board Chairman

+370 458 55200