DRAFT RESOLUTION ADOPTED BY SHAREHOLDERS OF THE PUBLIC COMPANY ŽEMAITIJOS PIENAS IN A GENERAL SHAREHOLDERS MEETING

1.To approve the annual report by the Board of AB Žemaitijos pienas for the
year of 2006. 
2.To approve an auditor‘s report on AB Žemaitijos pienas for the year of 2006.
3.To approve financial statements of AB Žemaitijos pienas for the year 2006.
4.To approve the appropriation of the profit (loss) (attached)
5.To oblige the Board of the company to select an audit company for 2007-2008
that will offer the best conditions for cooperation. The Board shall agree with
the Lithuanian Securities Commission on a candidate to perform an audit.
Remuneration for an annual audit may not exceed LTL 120,000. 


Dalia Geciene
Chief Financial Officer
(8-444) 22206