Zemaitijos Pienas

AGM Information • Apr 29, 2025

DECISIONS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF THE PUBLIC LIMITED LIABILITY COMPANY "ŽEMAITIJOS PIENAS" OF 29 APRIL 2025

No	Agenda item	Resolution
1.	Presentation of the auditor's report and the Company's consolidated management report for 2024.	The auditor's report and the consolidated management report are presented and heard. No decision is taken on this item. The auditor's report and the consolidated management report are attached.
2.	Approval of the Company's consolidated annual financial and activity reports for 2024.	The Company's consolidated annual financial statements (set) and the activity report are presented (submitted/published), reviewed, and approved. The approved 2024 consolidated annual financial statements of the Company with annexes are attached.
3.	Approval of the Company's 2024 profit (loss) distribution.	To approve the draft decision of the Company's Board on the distribution of the 2024 profit (loss):
		No.	Profit distribution items	EUR thousand
		1	Retained earnings (loss) from previous financial years at the end of the reporting financial year	89,944
		2	Net profit (loss) for the reporting financial year	24,357
		3	Profit (loss) of the reporting financial year not recognized in the profit (loss) statement – actuarial change	-3,058
		4	Profit (loss) of the reporting financial year not recognized in the profit (loss) statement – result of reduction of share capital and cancellation of treasury shares
		5	Transfers from reserves	10,200
		6	Shareholders' contributions to cover the Company's losses (if shareholders decided to cover all or part of the losses)
		7	Total distributable profit (loss)	121,443
		8	Share of profit allocated to the mandatory reserve	0
		9	Share of profit allocated to the reserve for acquisition of own shares	10,000
		10	Share of profit allocated to the reserve for granting shares	0
		11	Share of profit allocated to other reserves	0
		12	Share of profit allocated for dividend payment *	0
		13	Share of profit allocated for employee bonuses and other purposes **	200
		14	Retained earnings (loss) at the end of the reporting financial year, carried forward to the next financial year	111,243
			** for employee bonuses EUR 200,000
4.	Approval of the remuneration policy for members of the Supervisory Board, members of the	PIENAS, AB.	To approve the remuneration policy for members of the Supervisory Board, members of the Board, and the Manager of ŽEMAITIJOS

	Board, and the Manager of ŽEMAITIJOS PIENAS, AB.
5.	Establishment of the budget for the Company's collegial bodies for their activities in the Company.	To approve a budget of EUR 200,000.00 (two hundred thousand) for the activities of the Company's collegial bodies in the Company for the period from the date of the decision of the Annual General Meeting of Shareholders in 2025 until the date of the decision of the Annual General Meeting of Shareholders in 2026.
6.	Formation of a reserve for acquisition of own shares and establishment of the procedure for acquisition of own shares.	1. To repurchase shares of the public limited liability company ŽEMAITIJOS PIENAS on the official offer market of the AB NASDAQ Vilnius Stock Exchange in accordance with the rules regulating this market. 2. To establish a reserve for the acquisition of own shares and to acquire up to 10 percent of the Company's own shares (including the number of shares held by the Company prior to the adoption of this resolution); 3. To establish the conditions for the acquisition of own shares: 3.1. to use the funds from the formed reserve for the acquisition of own shares to settle payments for the acquired shares; 3.2. the maximum number of the Company's ordinary registered shares to be acquired – up to 10 percent of the total number of the Company's shares; 3.3. the period during which the Company may acquire its own shares – 18 months from the date of the adoption of this resolution; 3.4. the minimum purchase price per share – EUR 1.75, and the maximum purchase price per share – EUR 3.00; 3.5. the purpose of the share acquisition – cancellation of shares in order to increase each investor's ownership proportion in the Company's capital; 3.6. in accordance with the conditions set out in this resolution and the provisions of the Law on Companies of the Republic of Lithuania, to authorize the Company's Board to organize the acquisition of own shares for the purposes stated in this resolution, to determine the detailed procedure for the acquisition of own shares, the timing of execution, the number of shares to be acquired, the price, and to carry out all and any actions related to the acquisition of own shares.