Zemaitijos Pienas

AGM Information • Apr 4, 2025

NOTICE ON CONVENING THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF ŽEMAITIJOS PIENAS, AB

NOTICE ON CONVENING THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF ŽEMAITIJOS PIENAS, AB

Pursuant to the provisions of the Law on Companies of the Republic of Lithuania and on the initiative and decision of the Company’s Board, the Public Limited Liability Company “ŽEMAITIJOS PIENAS” (registered office address: Sedos g. 35, Telšiai, company code 180240752) convenes the Annual General Meeting of Shareholders on 29 April 2025.

Meeting information:

• Date: 29 April 2025
• Time: 14:00 (EET) (shareholder registration from 13:00 to 13:45)
• Venue: AB “ŽEMAITIJOS PIENAS”, Sedos g. 35, Telšiai (conference hall)

Record dates:

• General Meeting record date: 22 April 2025

  Only persons who are shareholders of the Company at the end of this day, their authorized representatives or persons with voting rights transferred under agreement shall have the right to participate and vote at the meeting.
  - Property rights record date: 14 May 2025

  These rights will belong to persons who will be shareholders of the Company at the end of the tenth business day following the meeting.

Agenda:

1. Organisational matters of the meeting;
2. Presentation of the auditor’s report and the Company’s consolidated annual management report for 2024;
3. Approval of the consolidated annual financial and activity reports for 2024;
4. Approval of the profit (loss) distribution for 2024;
5. Approval of the remuneration policy for members of the Supervisory Board, Board and the Manager;
6. Determination of the budget for members of the collegial management bodies (Board, Supervisory Board);
7. Formation of a reserve for the acquisition of own shares and establishment of the procedure for acquisition of own shares.

Important information for shareholders:

• Advance voting:

  Shareholders are encouraged to vote in advance by submitting a completed general ballot paper by email to: info@zpienas.lt, a.matuzas@zpienas.lt, a.butkeviciene@zpienas.lt

  The ballot paper must be received no later than 29 April 2025 at 13:00. Otherwise (if received later), it will be considered that the shareholder did not vote in advance, i.e., the shareholder's vote will not be registered or counted.

  The ballot paper shall be considered valid if transmitted electronically, ensuring the security of the information and the identification of the shareholder.
  - Remote participation:

  The Company does not provide the possibility to participate and vote at the General Meeting remotely, as it is currently not possible to ensure secure identification of shareholders.

Shareholders’ rights:

• Shareholders holding at least 1/20 of all votes have the right to:
  • Propose additional items to the agenda (by 15 April 2025). Each proposed additional item must be accompanied by a draft resolution of the General Meeting of Shareholders or, where no resolution is required – an explanation. If the agenda of the General Meeting of Shareholders is supplemented, the Company shall notify the shareholders thereof not later than 10 days before the meeting in the same manner as this notice.
  • Submit draft resolutions on the existing agenda items at any time before or during the General Meeting of Shareholders;
  • Submit questions in advance related to the agenda by 23 April 2025. The Company will reply to submitted questions by email or in writing before the meeting, except for those related to the Company’s commercial (production) secrets or confidential information, or those submitted later than 3 business days before the meeting.

Proposals and questions can be submitted:

• In writing (to: AB “ŽEMAITIJOS PIENAS”, Sedos g. 35, Telšiai);
• By email: info@zpienas.lt

Registration and documents:

• At the time of registration, shareholders must present a personal identity document.
• Authorized representatives must present a notarized power of attorney (a power of attorney issued abroad must be translated into Lithuanian and legalized). An authorized person may represent more than one shareholder and may vote differently according to the instructions of each shareholder.

• A shareholder holding the Company’s shares in their own name but for the benefit of others must, before voting at the General Meeting, disclose to the Company the identity of the ultimate client, the number of shares being voted with, and the content of any instructions received or other explanation related to participation and voting at the meeting as agreed with the client. The shareholder may vote with part of the shares in a different manner than with the other part.

  Shareholders also have and may exercise other rights granted by the Law on Companies of the Republic of Lithuania that are not specified in this notice.

  The Company does not establish a specific form of power of attorney.

A shareholder or their authorized representative may vote in advance in writing by completing a general ballot paper (attached as an annex). If requested in writing by the shareholder, the Company shall, no later than 10 days before the meeting, send the general ballot paper by registered mail or deliver it personally upon signature. The completed general ballot paper must be signed by the shareholder or their authorized representative and must be accompanied by documents confirming the authorization. If the general ballot paper is signed by the authorized representative, a document confirming the right to vote must be attached. The completed general ballot paper, together with any attached documents (if necessary), must be submitted to the Company at the address indicated in this notice no later than the date of the meeting.

The draft resolutions of the General Meeting of Shareholders and other related information have been published in accordance with the procedure established by law.

Shareholders of the Company will be able to familiarise themselves with the draft resolutions, the general ballot paper form and other documents, in accordance with legal requirements, at the Company’s registered office at Sedos g. 35, Telšiai or on the Company’s website at http://www.zpienas.lt or https://nasdaqbaltic.com.

Additional information:

• The Company has issued 41,737,500 ordinary registered shares.
• The nominal value of a share is EUR 0.29.
• The total number of voting rights is 41,737,500.
• The Company holds 222,020 shares, the number of shares with voting rights is 41,515,480.

Contact person:

Arnas Matuzas, Head of Legal

Email: a.matuzas@zpienas.lt

Attachments: