Zemaitijos Pienas — Proxy Solicitation & Information Statement 2016

May 24, 2016

APPROVED BY:
The Board of AB "Žemaitijos pienas"

Draft decisions for AB "ŽEMAITIJOS PIENAS" General Meeting of Shareholders of June 14, 2016

Ser. No.	Agenda Item	Draft decision
1.	Acquisition of the company's own shares	1. April 2010 8 th., 2011 8 April, 2012 27 April General Meeting of Shareholders on the basis of the acquisition of up to 10 per cent of its own shares (calculated in conjunction with the company's already existing own shares);
2. Establish the conditions for acquiring own shares:
a. the funds of the reserve (4,344 eur) for acquiring of own shares are to be used to pay for the acquired own shares;
b. maximum number of the company's ordinary registered shares to be acquired – 2,766,879 shares;
c. period for acquiring the company's own shares – 18 months after making the decision;
d. maximum price of own shares to be acquired – 0.9 euro, and the minimum acquisition price of one shares is equal to the nominal value of the share, i.e. 0.29 euro;
e. in accordance to other conditions established in this decision and the provisions of Law on Companies of the Republic of Lithuania, the Board of the company is assigned to establish the detailed procedure and conditions for acquiring own shares by taking into account the market value of shares, volumes traded in the market and other circumstances;
2.	On establishing the date and agenda of the next Extraordinary General Meeting of Shareholders, where the distribution of profits (loss) of the 1^{st} half of 2016 could be approved.	1. To make a proposal to the shareholders on establishing the date and agenda of the next Extraordinary General Meeting of Shareholders, where the distribution of profits (loss) of the 1^{st} half of 2016 could be approved.