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ZMP: RESOLUTIONS OF ORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF JOINT STOCK COMPANY „ŽEMAITIJOS PIENAS“

Spekuliantai.lt | 2011-04-10 | NASDAQ OMX biržų naujienos | perskaitė: 810
Raktiniai žodžiai: Zemaitijos Pienas AB, ZMP
ZMP: RESOLUTIONS OF ORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF JOINT STOCK COMPANY „ŽEMAITIJOS PIENAS“

Zemaitijos Pienas AB Notification on material event 10.04.2011

RESOLUTIONS OF ORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF JOINT STOCK
COMPANY „ŽEMAITIJOS PIENAS“

Telšiai, Lithuania, 2011-04-10 09:18 CEST (GLOBE NEWSWIRE) --
The resolutions were adopted during ordinary General meeting of the
shareholders of JCS „Žemaitijos pienas“ on 8th of April, 2011, as follows:



1. ITEM ON THE AGENDA: annual report of the Company of the year 2010.

Annual report of the Company of the year 2010 was heard out (attached hereto).



1. ITEM ON THE AGENDA: conclusion of audit undertaking on the suit of
financial reports of the Company and annual report of the year 2010.

The conclusion and annual report of the Company were heard out (attached
hereto).



1. ITEM ON THE AGENDA: approval of the suit of financial reports of the year
2010, of the Company.

Audited suit of financial reports of the year 2010, of JCS “Žemaitijos pienas”
was approved (attached hereto).



1. ITEM ON THE AGENDA: allocation of the profit (loss) of 2010 of the Company.

Allocation of the profit (loss) (in thousands Litas; in thousands EUR) of 2010
was approved to be allocated as follows:

1. Non-allocated profit (loss) at the beginning of the reported financial year
- 37.872 thous. Litas, 10.968 thous. EUR.
2. Net profit (loss) of the reported financial year - 18.582 thous. Litas;
5.382 thous. EUR.
3. total allocated profit (loss) - 56.454 thous. Litas; 16.350 thous. EUR.
4. part of the profit of JS Company that was allocated to backlog for
procurement of own shares - 5.000 thous. Litas; 1.448 thous. EUR.
5. part of the profit that was allocated for paying dividends - 2.500 000 Lt.;
724 000 EUR (0,051 LTL or 0.014 EUR per share);
6. part of the profit that was allocated for paying profit sharing to members
of the Board and Council of the beholders - 1.500 thous. Litas; 434 thous.
EUR.
7. part of the profit that was allocated for paying bonus to employees and for
other purpose - 1.500 thous. Litas; 434 thous. EUR.
8. Non-allocated profit (loss) at the end of the reported financial year that
was transferred to the next year - 45.954 thous. Litas; 13.310 thous. EUR.

On 2010 with the purpose to allocate profit of the Company of the year 2009, 3
millions Litas were allocated as profit sharing. According to provisions of the
Law, the Company might allocate to profit sharing within 20% of net profit of
the reported year; undischarged amount was allocated back to net profit.

1. ITEM ON THE AGENDA: Regarding procurement of own shares and formation of
backlog with the aim of procurement of own shares.

The decisions were accepted:

1. While allocating profits of 2009 and 2010 years, the backlog was formed of
the amount of 15 millions Litas (fifteen millions Litas), 4, 34 millions
EUR (four millions three hundreds and forty thousand euro) as for
procurement of own shares;
2. The conditions of the procurement of own shares were established:
3. the aim of procurement of the shares is to maintain and increase the price
of shares of the Company;
4. number of purchasable ordinary nominal shares is 10% of authorized capital
of the Company, i.e. 4 837 500 units;
5. the term, during which the Company is able to purchase the shares, is 18
months from the moment of taking the decision.
6. maximal price for one unit of the purchasable shares was established to be
3 Lt; and minimal price for one unit of the purchasable shares was
established as being equal to nominal value of one share, i.e. 1 Lt;
7. under conditions of present decision and being in line with requirements
that are provided by the Law on Joint Stock Companies, the Board of the
Company was enabled to establish more detailed course and conditions of
procurement/ acquisition of own shares, as with respect to criterions of
procurement of own shares stated by decision of the shareholders of the
Company as well as to other circumstances. Hereby decision the Board of the
Company undertakes liability to perform any other actions in respect of
acquisition of own shares of the Company.
8. ITEM ON THE AGENDA: regarding partial complement/alteration of the statute
of the Company.

General meeting of the shareholders has sustained for complementing/ altering
of the statute of the Company as by following clauses:

“7.42.The Board elects and revokes Chief-executive of the COMPANY. The Board
accepts the candidacies of his assistants proposed by Chief-executive of the
COMPANY, also the candidacies to enter the office, to which employees are
assessed by means of the tender.

7.42.1. The Board for the time it has undertakings (for its tenure) elects
production director of the Company, commercial director, financial director,
logistics directors and director for personnel and the law.”

1. ITEM ON THE AGENDA: regarding revocation of members of Council of the
beholders and the Board of the Company and election of new members.
2. The Council of the beholders herewith several members was revoked and new
members for the tenure of four years - Algirdas Bladžinauskas, Romusas
Jarulaitis, Robertas Pažemeckas - were elected;
3. The Council of the beholders as newly approved was committed to revoke
members of the Board of the Company and to elect the new ones.
4. ITEM ON THE AGENDA: regarding revocation of the independent member of Audit
Committee and accepting the new one.

Independent member of Audit Committee Sigitas Ertmanas was revoked and Angelė
Taraškevičienė as new independent member of the Audit Committee was elected.
The Board was committed to settle the wage for independent member of the Audit
Committee. Chief-executive of the Company was committed to sign agreement with
independent member of the Committee. Viktorija Kungytė and Asta Šliogerienė
were elected as members of the Audit Committee.

1. ITEM ON THE AGENDA: laboratory separation as by committing the Board of
the Company to exercise the conditions and course of separation as well as
other provisions regarding separation of laboratory of the Company.

Laboratory separation as by committing the Board of the Company to exercise the
conditions and course of separation as well as other provisions regarding
separation of laboratory of the Company was approved.

1. ITEM ON THE AGENDA: separation of the transport block as by committing the
Board of the Company to prepare the conditions and course of separation as
well as other provisions regarding separation of the transport block of the
Company.

Separation of the transport block as by committing the Board of the Company to
prepare the conditions and course of separation as well as other provisions
regarding separation of the transport block of the Company was approved.

The project for transport separation should be prepared as being processed in
stages.

1. ITEM ON THE AGENDA: providing of Central accounting services.

Providing Central accounting services as by committing the Board of the Company
to exercise the conditions and course as well as other provisions regarding
provision of Central accounting services for the Company was approved.










Lawyer

Gintaras Keliauskas

+ 370 444 22208


1. 2010 comn f. persEN.pdf
(https://newsclient.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmentId=344179)
2. 2010 codexEN.pdf
(https://newsclient.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmentId=344180)
3. 2010fin.EN.pdf
(https://newsclient.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmentId=344178)
4. 2010reportEN.pdf
(https://newsclient.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmentId=344177)

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