Draft resolutions of extraordinary general shareholders meeting of Žemaitijos Pienas AB (SUPPLEMENTED)

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| Source: Zemaitijos Pienas
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Telšiai, Lithuania, 2014-01-24 10:19 CET (GLOBE NEWSWIRE) -- The Board of the company approved of the following draft resolutions of the extraordinary general shareholders meeting of Žemaitijos Pienas AB, which will take place on 7 February 2014.

  1. Regarding the dissolution of the supervisory body of the company – Supervisory Board.

Draft resolution:

  1. To dissolve the supervisory body of the company – Supervisory Board.

The aim: to reduce the levels of management and thus, increase the efficiency of management, to optimize and increase the efficiency of direct activities of the company: production, sales, and other activities; i.e. to allow the directors of the departments, who have been doing an excellent job, to assume the responsibility for their work and the contribution to the activities of the company. The elimination of the Supervisory Board would create a direct relationship between the shareholders (owners) of the company and the management bodies (Board of the company), which would ensure better economical growth of the company.

  1. Regarding the dismissal of the Board members of the company and the election of new ones.

Draft resolution:

  1. To dismiss the Board members of the company and to elect new Board members.

The aim: to increase the efficiency of company management.

Explanation of non-identification of the candidates to Board members.

The dismissed Board members and the proposed candidates to the Board are not publicly specified because the disclosure of individual persons and potential changes of their rights and obligations – the termination or emergence of rights and obligations (due to the occurrence or non-occurrence of such circumstances) – may have a negative influence on personal rights, legal interests, etc. of such persons.  

Regarding the amendment of the Articles of Association.

Draft resolution:

  1. To amend the Articles of Association Žemaitijos pienas AB of the following points - 4.2.4., 7.1.2., 7.3., 7.4., 7.5., 7.6.2., 7.6.3., 7.7., 7.12.2., 7.12.5., 7.14., 7.16., 7.25.13., 7.28., 7.29., 7.30., 7.31., 7.32., 7.33., 7.34., 7.35., 7.36., 7.37., 7.38., 7.39., 7.40.1., 7.40.4., 7.41.4.,  7.56.4., 9.4,  , to authorize the Head of the Company or another person to sign the new version of the Articles of Association.

The aim: revocation of the provisions of the Articles of Association related to the dissolved body of the company (Supervisory Board) and the rights, obligations, and functions of this body. The rights, obligations, and functions of the Supervisory Board will be transferred to the remaining bodies and the Articles of Association will be respectively amended.

         Gintaras Keliauskas
         Lawyer
         + 370 444 22208