Zemaitijos Pienas — Proxy Solicitation & Information Statement 2016

Aug 4, 2016

AB "Zemaitijos pienas"
Registered address: Sedos str. 35, Telšiai, LT-87101
Company code 180240752, VAT payer's code LT802407515
Data stored and kept with the Register of Legal Entities
Extraordinary General Meeting of Shareholders, dated 26 August 2016

GENERAL BALLOT PAPER

Shareholder's first name, surname (legal entity name)

Shareholder's personal ID number (legal entity code)

Number of shares held

Number of votes held

Please mark the selected variant “FOR” or “AGAINST” in the table below:

Organisational issues of the meeting
To propose to elect the following person as the Chairman of the meeting and to vote “for” the proposed candidate:
To propose to elect the following person as the Secretary of the meeting and to vote “for” the proposed candidate:
To propose to elect the following person as the person responsible for performance of actions provided for in paragraphs 2 and 3 of Article 22 of the Law of the Republic of Lithuania on Companies and to vote “for” the proposed candidate:
Matter on the agenda	Draft decision
1. Delisting of the shares of the Company from trading on the regulated market AB Nasdaq Vilnius and non-execution of the public offering of the shares of the Company	1.1. To initiate delisting of all the outstanding shares of the Company and to delist them from trading on the regulated market AB Nasdaq Vilnius.	For	Against
	1.2. Not to continue the public offering of all the outstanding shares of the Company.	For	Against
	1.3. To establish that the Company’s shareholders, who voted for the decision to delist the shares of the Company from trading on the regulated market AB Nasdaq Vilnius and not to continue the public offering of the shares of the Company (unless the respective shareholders agree that one or several shareholders will discharge this duty on behalf of other shareholders), will under the procedure set by legal acts submit the circular of the tender offer aimed at delisting the shares of the Company from trading on AB Nasdaq Vilnius to the Bank of Lithuania for approval and will implement the indicated tender offer. During the effective term of this tender offer, the right to sell the shares will be vested in the shareholders, who voted “against” or who did not vote at the time of taking the decision to delist the shares of the Company from trading on AB Nasdaq Vilnius and not to continue the public offering of the shares of the Company.	For	Against
	1.4. The price of the tender offer aimed at delisting the shares of the Company from trading on AB Nasdaq Vilnius will be set in accordance with paragraph 4 of Article 43 of the Law of the Republic of Lithuania on Securities.	For	Against

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2. Granting of authorisations to the Manager of the Company	To authorise and oblige the Manager of the Company (General Director) with the right to delegate, after the Company’s shareholders, who voted for the decision to delist the shares of the Company from trading on the regulates market AB Nasdaq Vilnius and not to make the public offering of the shares of the Company (unless the respective shareholders agree that one or several shareholders will discharge this duty on behalf of other shareholders), implement the tender offer aimed at delisting the shares of the Company from trading on AB Nasdaq Vilnius, to carry out necessary actions and to submit necessary documents to AB Nasdaq Vilnius on delisting of the shares of the Company from trading on this regulated market, as well as to the Bank of Lithuania for taking a decision on not deeming the Company as the issuer.	For	Against
Regarding any other new draft resolutions, not indicated above, to vote with all the votes held	For	Against
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We hereby confirm that we have familiarised in advance with the agenda of the Extraordinary General Meeting of Shareholders of AB “Žemaitijos pienas” referred to in this Ballot Paper and the draft resolutions contained herein, therefore we may express in advance in writing the will of

AB “Žemaitijos pienas” in voting on the matters considered at the Extraordinary General Meeting of Shareholders. Having regard to our will expressed in writing on the agenda matters of the Extraordinary General Meeting of Shareholders, it should be considered that

General Meeting of Shareholders of AB “Žemaitijos pienas” held on 26 August 2016.

First name, surname, position of the shareholder (its representative):

Date and signature of the shareholder (its representative):

Date, title and number of the document entitling to vote (if the ballot paper is signed by anyone other than the head of the shareholder):