0J1Y Zemaitijos Pienas Ab

Update: Regarding alternative draft decision on agenda item 6 of the general meeting of shareholders, to be held on 21 April 2023, related to establishment of the reserve for the purchase of own shares and the determination of the procedure

ŽEMAITIJOS PIENAS, AB (hereinafter – the “Company”) informs that the Board of the Company decided to propose to the Ordinary General Meeting of Shareholders of the Company to be held on 21 April 2023 (the “Meeting”) an alternative draft decision on agenda item 6 “Regarding the establishment of the reserve for the purchase of own shares and the determination of the procedure for the purchase of own shares” (general ballot paper, which also includes the alternative draft decision as well as updated draft decisions of the Meeting is attached as annexes to this notification):

6. Regarding the establishment of the reserve for the purchase of own shares and the determination of the procedure for the purchase of own shares.

1.    To purchase the shares of the private limited liability company ŽEMAITIJOS PIENAS through the official market of Nasdaq Vilnius, AB stock exchange in accordance with the rules governing this market;

2.    To establish (form) a reserve for the acquisition of own shares and to acquire up to 10 per cent of the Company’s own shares (including the number of shares held by the Company prior to adoption  of this decision);

3.    To set the terms and conditions for the acquisition of own shares:

3.1.    to use the funds in the reserve formed for the acquisition of own shares to pay for the acquired own shares;

3.2.    the maximum number of ordinary registered shares of the Company to be acquired is up to 10% of the (total) number of the Company’s shares;

3.3.    the term during which the Company can acquire its own shares: 18 months from the date of adoption of the decision;

3.4.    the minimum price per one acquired own share is EUR 1.00, and the maximum price per one acquired own share is EUR 1.95;

3.5.    the purpose of the acquisition of own shares - cancellation of shares in order to increase each investor's ownership share in the Company's capital;

3.6.    to determine the minimum price for the sale of own shares - own shares purchased by the  Company regarding the decision of the general meeting of shareholders may be cancelled or sold by the decision of the board only if selling price will be not lower than the average price for the purchase of own shares;

3.7.    in accordance with the terms and conditions set forth in this decision and the provisions of the Law on Companies of the Republic of Lithuania, to instruct the Board of the Company to organise the acquisition of own shares for the purposes specified in this decision, to determine the detailed procedure for the acquisition of own shares, the time of the execution of the purchase, the number of shares to be purchased, the price, also to determine the detailed procedure for the sale (transfer) of own shares, the time of the execution of the sale (transfer), the number of shares to be transferred for the purposes specified in this decision (for one or more of the purposes) and the final sale (transfer) price, as well as to perform all and any actions related to the acquisition and transfer of own shares.

The person authorized to provide additional information:

Arnas MatuzasHead of LegalE-mail: a.matuzas@zpienas.lt

Attachments

• ZP general voting bulletin
• draft decisions of ZP OGMS