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PZV: Decisions of the annual general shareholders meeting

Spekuliantai.lt | 2009-04-23 | NASDAQ OMX biržų naujienos | perskaitė: 1655
Raktiniai žodžiai: Pieno Zvaigzdes AB, PZV
PZV: Decisions of the annual general shareholders meeting

Pieno Zvaigzdes AB Notification on material event 23.04.2009

Decisions of the annual general shareholders meeting

Annual General Meeting of Shareholders of Pieno Zvaigzdes was hold on 23 April
2009 at 11:00 am.

Agenda:

1. Annual report
2. Audit report of the Company‘s financial accounts and Annual report.
3. Approval of Company‘s financial accounts for the full financial year 2008.
4. Profit distribution.
5. Acquisition of the Company‘s shares.
6. Establishment of the Audit committee and approval of the Audit committee
regulation.
7. Election of the new members to the Audit committee.
8. Election of the Audit firm.

16 April 2009 is the account date of the AGM of Shareholders held on 23 April
2009.

RESOLUTIONS:

1. Annual report.
Taken for the information.

2. Audit report of the Company‘s financial accounts and the Annual report.
Taken for the information.

3. Company‘s financial accounts.

Decision:
Approve the Company‘s financial accounts for the full financial year 2008.

4. Profit distribution.

Decision:
Approve profit distribution for the full financial year 2008 as follows:
To dividend LTL 5.917.221 (EUR 1.713.746) at LTL 0,1125 (EUR 0,0326) per share;
Form a reserve of LTL 6.000.000 (EUR 1.737.720) to acquire company's shares.
Form a reserve of LTL 250.000 (EUR 72.405) to donations and charity.

5. Acquisition of the Company‘s shares

Decision:
5.1. Buy Pieno Zvaigzdes AB shares back through the submarket of official
proposal of NASDAQ OMX AB Vilnius, in accordance to the rules, governing this
market, do not approving the circular at Securities Commission.
a) The purpose of shares acquisition - to stabilize the Company's share price,
increase shares liquidity and avoid of a loss because of the Company's share
price decreasing;
b) The maximum number of shares to be purchased - the nominal value of own
shares to be purchased together with other already existing own shares may not
exceed 1/10 of share capital;
c) the period during which the joint stock company may acquire its own shares -
18 months;
d) the minimum price of the shares to be acquired - 30% lower than last week`s
weighted arithmetic average of Company's share price at NASDAQ OMX Stock
Exchange Vilnius Central Market. The maximum price for the shares to be
acquired - 30% higher than last week`s weighted arithmetic average of Company's
share price at NASDAQ OMX Stock Exchange Vilnius Central Market.
e) The order of own shares selling and the minimum selling price. The minimum
shares selling price is not less than 2/3 of the share purchasing price. In
order to ensure equal opportunities for all shareholders to acquire shares that
were bought back, shares will be sold at Stock Exchange Central Market or at
auction, informing all shareholders about auction time and about the order by
registered letter or in public press.
5.2. According to the decision of the present general meeting of shareholders
and to Article No. 54 of Joint Stock Companies Law of Republic of Lithuania,
the Board is delegated to take all decisions, related to time of shares buying
of, price fixing, as well as decisions on time of selling own shares that were
acquired, price and proceed fixing, also to solve any other issues, which are
not covered by this decision.

6. Establishment of the Audit Committee of Pieno Zvaigzdes AB and approval of
the operating rules.

Decision:
Establish the Audit Committee of Pieno Zvaigzdes AB and approve the operating
rules.

7. Election of members of the Audit Committee of Pieno Zvaizgdes AB.

Decision:
Elect to the Audit Committee of Pieno Zvaigzdes AB to a term of one year two
members: Independent member - Ričardas Bagdonas, another member - company's
internal auditor Violeta Liutkuvienė.

8. Election of the Audit firm and setting of payment conditions for the audit
services.

Decision:
8.1. KPMG Baltic was elected to audit the company for the 2009 and 2010
financial years.
8.2. CEO of the Company is authorized to identify the specific payment for
audit services and other terms and conditions, as well to conclude a contract
with the auditor.


Audrius Statulevicius
CFO
(+370 5)246 1419

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