On convening of a scheduled general meeting of shareholders

AB "ŽEMAITIJOS PIENAS" (domiciled at Sedos g. 35, Telšiai, company code 180240752, hereinafter, the Company) is convening an scheduled general meeting of shareholders of the Company on 30 April 2018 at the initiative of the management and by 6 April 2018 decision of the Company management.

Meeting place - PE "Telšiu apskrities verslo inkubatorius", conference hall, at Sedos g. 34A, Telšiai.

Meeting starts at 11:00 AM (shareholder registration begins from 10:00 AM and continues until 10:50 AM, registration place PE "Telšiu apskrities verslo inkubatorius", conference hall, at Sedos g. 34A, Telšiai).

Meeting attendance count day 0 23 April 2018 (only the persons (or authorized representatives thereof) who are shareholders of the Company on the day of shareholder meeting attendance count day or persons with whom a voting right reassignment agreement was entered into have the right to participate and vote in the general meeting of shareholders).

Property rights accounting day - 15 May 2018, these rights will be available to persons who will be shareholders of the Company (joint-stock company) at the end the tenth day after the general meeting of shareholders that adopted the corresponding decision.

Meeting agenda:

1. General shareholder meeting organization matters;
2. Auditor conclusions and presentation of the 2017 annual consolidated statement;
3. Approval of the 2017 annual consolidated reports of the Company;
4. Approval of 2017 Company profit (loss) distribution;
5. Establishment of the budget for members of collegial bodies of the Company for activities within the Company;
6. Determination of conditions and procedure for purchasing of own shares;
7. On working with commercial banks for issuing (obtainment) of a 10 million loan;
8. On part of the decision adopted by 2016 unscheduled general meeting of shareholders regarding assignment of bonuses.

The Company does not provide the option to participate and vote in the meeting by means of electronic communications. 

Draft decisions on matters on the agenda of the general meeting, documents that have to be provided for the general meeting of shareholders, and information associated with implementation of shareholder rights will be published in the near future in accordance with the procedure established in legal acts.

Shareholders whose shares grant them no less than 1/20 of all votes can suggest additional matters for the general meeting agenda providing a general meeting decision draft with each suggested additional item or, if no decision is required, an explanation. Suggestions on extension of the agenda have to be submitted in writing or over e-mail. Suggestions in writing have to be submitted on business days at the Company or sent via registered mail to the Company's domicile address specified in herein. Suggestions via e-mail are to be submitted by sending to info@zpienas.lt. The agenda will be extended if the suggestion is received no later than 14 days prior to the unscheduled general meeting of shareholders. If the agenda of the general meeting of shareholders is extended, the Company will announce such extensions no later than 10 days in advance of the meeting using the same means as for conveining of the meeting.

Shareholders whose shares grant them no less than 1/20 of all votes can propose alternative decision drafts on matters that are or will be on the agenda of the meeting at any time prior to the general meeting of shareholders or at the time thereof. Such proposals have to be submitted in writing or over e-mail. Suggestions in writing have to be submitted on business days at the Company or sent via registered mail to the Company's domicile address specified in herein. Suggestions via e-mail are to be submitted by sending to info@zpienas.lt.

Shareholders have the right to submit questions related to the matters on the agenda of the general meeting of shareholders. Shareholders can submit such questions in writing on business days at the Company or send them via registered mail to the Company address specified herein no later than 3 business days in advance of the general meeting of shareholders. The Company will respond to submitted questions via e-mail or in writing before the meeting, except for questions that are associated with the Company's commercial (production) secrets or confidential information, unless the questions are submitted later than 3 business days in advance of the general meeting of shareholders.

When registering for participation in the meeting shareholders or their authorized representatives shall present a personal ID. Authorized representatives of shareholders shall present powers of attorney issued to them in accordance with legal acts. A power of attorney issued by a natural person shall be certified by a notary. A power of attorney issued abroad shall have a Lithuanian translation and be formalized in accordance with legal acts. A representative may be authorized by more than one shareholder and vote differently according to instructions provided by corresponding shareholders.

The company does not establish a special form for the power of attorney. Before voting in the general meeting of shareholder, a shareholder owning Company shares obtained in their own name but in the interests of other persons must notify the Company of the end client's identity, number of voting shares, and nature of voting instructions issued to such a shareholder or provide a different clarification regarding the participation and voting in the general meeting of shareholders agreed with the client. A shareholder may vote with such portfolio of shares differently then they vote with another portfolio. The shareholders have and may use other rights granted by the Republic of Lithuania Law on Companies not outlined herein.

A shareholder or an authorized representative thereof may vote in writing in advance by filling out a general voting ballot (will be attached with other documents). Should a shareholder so require, the Company will send a general voting ballot via registered mail or provide it in person against signature no later than 10 days before the meeting. A filled out general voting ballot shall be signed by the shareholder or authorized representative thereof and accompanied with documents certifying the power of attorney of such a representative. If a general voting ballot is signed by an authorized representative, the ballot shall be accompanied with a document confirming the right to vote. A filled out general voting ballot with attached documents (if any are required) shall be submitted to the Company domicile address specified herein no later than before the meeting. Drafts of the general meeting decisions as well as other information are available in accordance with legal acts.

Company shareholders can peruse the drafts of the general meeting decisions and general voting ballot form in accordance with legal acts at the Company's domicile (Sedos g. 35, Telšiai) or on the Company's website http://www.zpienas.lt/.

Lawyer
G. Keliauskas
 + 370 444 22208