Draft agenda and draft decisions for the annual general shareholders meeting of
Pieno Zvaigzdes, AB to be held on 27 April 2007 at 11:00 am (registration
starts at 10:00 am) at Hotel Le Meridien Villon, highway A2, Vilnius-Ryga,
LT-03005 Vilnius-9, Lithuania, proposed by the Board of the Company:
1. Company's Annual report.
Taken for the information.
2. Information of the Company's auditors.
Taken for the information.
3. Approval of the Company's annual financial statements for the year 2006.
Draft decision:
1. To approve audited Company's annual financial statements for the year 2006,
prepared according to the International Financial Reporting Standards.
4. Allocation of 2006 Company's profit.
Draft decision:
To allocate the Company's profit of the year 2006 according the draft of profit
allocation presented for Annual General Meeting of Shareholders:
The Board proposes for the Annual General Meeting to allocate from the
Company's distributable profit LTL 10.779.504 (EUR 3.121.960) for the dividend
payment for the year 2006 or LTL 0.20 (EUR 0.058) dividend per share. To
transfer to the own shares acquisition reserve LTL 3.000.000 (EUR 868.860). To
allocate LTL 200.000 (EUR 57.924) for the annual payments to the members of the
Board for the year 2006. To transfer to the social activities reserve LTL
300.000 (EUR 86.886).
5. Acquisition of the Company‘s shares.
Draft decision:
Purchase the shares of Pieno Zvaigzdes AB through a non-obligatory official
offers following the legal procedures of the securities‘ market.
a) purpose of acquiring shares is to stabilize share market price, increase
liquidity and avoid losses due to decrease in share price;
b) par values of all purchased shares shall not exceed 10% of statutory capital;
c) the Company may execute purchase of its shares within 18 calendar months;
d) the lowest and the highest purchase price shall not exceed 30% of the
arithmetic average of the last week‘s trade at the central market of Vilnius
Stock Exchange;
e) the lowest sales price of purchased shares shall not exceed 2/3 of the
purchase price. The shares shall be sold in the central securities market or
through an auction in order to ensure the equal possibilities to all
shareholders. All shareholders shall be informed of the auction by registered
mail or through public announcement.
As per this resolution by the General Shareholders Meeting and as per Act 54 of
the Company Law of Republic of Lithuania the Board of the company is authorized
to take all decisions relating to time and price to purchase shares as well as
to time, price and manned to sell shares and decide on other issues that are
not foreseen in this resolution.
6. Approval of the audit company.
Draft decision:
Approve the lowest price service proposal.
Audrius Statulevicius
CFO
(+370 5)246 1419
