PIENO ZVAIGZDES

MATERIAL EVENT



RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS



(Unofficial Translation Done at the NSEL)



The Annual General Meeting of Pieno Zvaigzdes AB Shareholders, held on 27 April

2004, resolved to:

1. Approve the Annual Report 2003.

2. Approve the company’s annual accounts for 2003.

3. Approve the company’s profit appropriation for 2003 by allocating LTL

5,403,045.10 to dividend payable at LTL 0.10  per ordinary registered share of

LTL 1 nominal value.

4. Approve the new wording of the company’s Articles of Association.

5. Buy up shares of the Pieno Zvaigzdes AB by way of a voluntary tender offer

in the manner prescribed by laws regulating the Lithuanian securities market.

5.1. The purpose of share acquisition is to stabilize the price of the

company’s shares, to increase their liquidity and escape the losses due to the

fall in the share price;

5.2. The nominal value of the maximum number of own shares to be acquired,

taken together with own shares already held, cannot exceed the total value of

1/10 of the authorized capital;

5.3. the company may acquire its own shares in the period of 18 months;

5.4. minimum price of the shares to be acquired is by 30% lower than the last

week’s weighted average of the company’s share price on the central market of

the National Stock Exchange; maximum price of the shares to be acquired is by

30% higher than the last week’s weighted average of the company’s share price

on the central market of the National Stock Exchange.

6. Authorize the company’s Board to prepare conditions for the company’s

reorganization, providing for the reorganisation of the company by way of

merger with Panevezio Pienas AB, with  Pieno Zvaigzdes AB continuing its

activities as a legal entity and Panevezio Pienas AB ceasing its activities as

a legal entity after the reorganisation.





Valdas Tekorius

Director General

(+370-5) 246 14 14