Published: 2011-11-24 08:24:23 CET
Pieno Zvaigzdes
Notification on material event

General Shareholders' Meeting of Pieno Zvaigzdes AB

Vilnius, Lithuania, 2011-11-24 08:24 CET -- General Meeting of Shareholders of Pieno Zvaigzdes AB is called on 15 December 2011 at 11.00 am (at corporate headquarters at Perkunkiemio 3, Vilnius, Lithuania, company code 1246 65536, VAT code LT 246655314, data kept and stored at Legal Registrar) by the decision by the company‘s Board.

The Meeting will take place at corporate headquarters at Perkunkiemio 3, Vilnius, Lithuania.  Registration starts at 10:30 am.

 

Agenda of the Meeting:

1. Shares buy back

Draft decision:

1.1 Buy back the shares of Pieno Zvaigzdes AB through the submarket of official proposal at NASDAQ OMX AB Vilnius, in accordance to the rules governing this market, without approving the circular at Securities Commission.

a) The purpose of share buy back- to stabilize the Company's share price, increase liquidity of shares and avoid a losses due to decreased share price;

b) The maximum number of shares to be purchased - the nominal value of shares to be purchased altogether with already purchased shares shall not exceed 1/10 of nominal 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 purchased - 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 purchased - 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 selling own shares and the minimum selling price: the minimum 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 such auction timing and the order by registered letter or through public announcement.

1.2 According to the decision of this Annual General Shareholders' Meeting and Article No. 54 of Joint Stock Companies Law of Republic of Lithuania, the Company’s CEO is authorised to take all decisions, related to share buy back timing, determining price as well as decisions on acquired shares selling time, price and order as well as to solve any other issues, which are not covered by this authorisation.

The account date for the General Meeting of Shareholders is 8 December 2011. Persons who are shareholders by the end of the account day may take part and vote at Annual Meeting of Shareholders.

21 days prior to the General Shareholders' Meeting the shareholders of Pieno Zvaigzdes AB may get acquainted with the following issues at the company's web page http://www.pienozvaigzdes.lt:

-  right and manner to raise questions to the company in advance regarding Agenda of the Annual General Shareholders' Meeting;

-  right to propose to add the Agenda of the Annual General Shareholders' Meeting, propose draft resolutions as per Agenda;

-  with all proposed draft resolutions, explanations by the Board and the shareholders as well as other documentation which is presented to the Annual General Shareholders' Meeting;

-  with information related to implementation of the shareholder rights.

Pieno Zvaigzdes has not yet made the shareholders available to participate, vote and give proxies to represent the shareholders at the Shareholders' Meeting via electronic means. The company has not set authorization form. Any shareholder may authorise legal or natural person to participate and vote for

the shareholder at the Meeting. Persons representing a shareholder have similar rights to shareholder. Persons representing a shareholder shall present a valid ID and authorisation as per legal regulations.

A shareholder or his representative may vote in advance through filing in general voting bulletin. Form of the general voting bulletin is presented at the company‘s web site. General voting bulletin when filled in shall be signed.

In case vote is given by shareholder‘s representative, proxy shall be attached to the bulletin. General voting bulletin shall be placed by registered mail to Perkunkiemio 3, Vilnius or handed in person before the Meeting.

All information about the coming Meeting of Shareholders is presented at Pieno Zvaigzdes AB web page http://www.pienozvaigzdes.lt.

 

Audrius Statulevicius
CFO
+370 5 246 1419


AGM Voting Bulletin 2011 12 15.pdf