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Zemaitijos Pienas Proxy Solicitation & Information Statement 2021

Jun 7, 2021

2255_rns_2021-06-07_cfda0d2e-f7cb-4528-aba8-0378af1f3ad3.pdf

Proxy Solicitation & Information Statement

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"Žemaitijos pienas", AB
Registered Office: Sedos str. 35, Telšiai, LT-87101
Company code 180240752, VAT payer's code LT802407515
Data is collected and stored in the Register of Legal Entities
Extraordinary General Meeting of Shareholders of the 29th of JUNE, 2021

THE GENERAL BALLOT PAPER

Name, surname of the shareholder (name)

Personal number of the shareholder (code)

Number of shares held

Number of votes held

Date of the filling in of the ballot

Please circle the chosen option "FOR" or "AGAINST" in the table below:

Organisational matters for the meeting (insert the candidates proposed or put a dash if no candidates (part of them) are proposed)
To propose the election of the President of the Meeting and to vote in favour of the proposed candidate:
To propose the election of the Secretary of the Meeting and to vote in favour of the proposed candidate:
Row. No. Matters of the Agenda Draft Decision The result of the will expression
1. Delisting of the Company's shares from trading on the regulated market of Nasdaq Vilnius, AB and discontinuation of the execution of the public offer of the Company's shares 1.1. To initiate the delisting of all of the Company's issued shares and delist them from trading on the regulated market of Nasdaq Vilnius, AB; FOR AGAINST
1.2. To cease offering all of the Company's issued shares to the public. 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 delish the shares of the Company from trading on AB Nasdaq Vilnius and not to FOR AGAINST

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continue the public offering of the shares of the Company.
1.4. The price of the official offer to delist the shares from trading on the regulated market of Nasdaq Vilnius, AB will be determined in accordance with the procedure set out in clause 1 of part 1 of article 29 of the Law on Securities of the Republic of Lithuania. FOR AGAINST
2. Delegation of powers to the Head of the Company 2. To authorise and oblige the Head of the Company (Director General), with the right to sub-delegate to another person, the Company's shareholders who voted in favour of the decision to delist the Company's shares from trading on the regulated market of Nasdaq Vilnius, AB and to cease to offer the Company's shares to the public (unless such shareholders agree that one or more shareholders will perform the above-mentioned obligation on behalf of other shareholders), to take necessary steps and submit the necessary documents to Nasdaq Vilnius, AB for the delisting of the Company's shares from trading on this regulated market, and to the Bank of Lithuania for the adoption of a decision on the de-registration of the Company as an issuer after the implementation of the official offer to delist the Company's shares from trading on Nasdaq Vilnius, AB. FOR AGAINST

We hereby confirm that the shareholder of "Žemaitijos Pienas", AB, who has signed this ballot paper has previously familiarised himself with the agenda of the Extraordinary General Meeting of Shareholders of "Žemaitijos Pienas", AB and the draft decisions set out in this ballot paper and may therefore express his / her will in advance in writing by voting on the matters of the agenda of the general meeting of shareholders. In regard to our written will on the matters of the agenda of the Extraordinary General Meeting of Shareholders, it should be considered that the shareholder, who signed this ballot paper, took part in the Extraordinary General Meeting of Shareholders of "Žemaitijos Pienas", AB of the $29^{\text{th}}$ of June, 2021.

Name, surname, position, signature of the shareholder (his/her representative):

The name, date, number of the document providing the right to vote (if the ballot paper is signed not by the shareholder (Manager of the Shareholder)):