ZEMAITIJOS PIENAS

MATERIAL EVENT



NOTIFICATION ABOUT THE PREPARED TERMS OF THE REORGANISATION



(Unofficial Translation Done at the NSEL)



The terms of  Zemaitijos Pienas AB reorganization have been prepared.

The company undergoing the reorganisation is the public company

Zemaitijos Pienas AB;

legal form: public company;

registered office: 35 Sedos St., Telsiai;

code of the legal person: 024075;

VAT payer’s code: LT802407515;

Authorised capital registered in the Register of Enterprises: LTL 37,000,000;

the authorised capital is fully  paid up.

Method of the reorganisation: separation according to Article 71 of the Law

on Companies of the Republic of Lithuania. After the reorganisation the public

company Zemaitijos Pienas AB will continue its main activity (production and

sale of dairy products), while one of its segments will be separated and serve

as the basis for establishment of a new public company, Zemaitijos Pieno

Investicija (legal form: public company; registered office: 35 Sedos St.,

Telsiai), which will carry out activities not related with production of dairy

products. After the reorganisation there will be no company discontinuing its

activities.



The draft terms of the reorganisation provide that the authorised capital and

the nominal value of Zemaitijos Pienas AB shares will not be decreased. Each

shareholder of Zemaitijos Pienas AB will additionally get ordinary registered

shares in the company  Zemaitijos Pieno Investicija AB free of charge in the

amount of ordinary registered shares he/she holds in Zemaitijos Pienas AB on

the day of the extraordinary general meeting of shareholders being convened.

The following documents may be obtained at the registered office of Zemaitijos

Pienas AB at 35 Sedos St., Telsiai, on working days from 3 p.m. to 5 p.m.:

	1) Terms of reorganisation of Zemaitijos Pienas AB;

	2) Draft amendments to the Articles of Association of Zemaitijos Pienas

 AB and draft Articles of Association of Zemaitijos Pieno Investicija AB, the

company to be founded;

	3) Annual accounts of Zemaitijos Pienas AB for the last three years;

	4) Statement of the firm of auditors on the terms of reorganisation of

Zemaitijos Pienas AB;

	5) Statement of the Board of Zemaitijos Pienas AB on the planned

reorganisation





Dalia Geciene

Chief Financier

(+370-444) 22206