ZEMAITIJOS PIENAS

MATERIAL EVENT



RESOLUTIONS OF THE GENERAL MEETING OF SHAREHOLDERS



(Unofficial Translation Done at the NSEL)



On 22 December  2003,  a general shareholders’ meeting of Zemaitijos Pienas AB

was held. The meeting passed the following resolutions:

(1) Amendments and supplements to the Articles of Association:

a) Chapter “Management of the Company”, paragraph  7.30:  (1) “The Supervisory

Board shall consist of 3 members”;

b) Chapter “Management of the Company”, paragraph  7.42:  (1) “The Board shall

consist of 5 members”;

(2) The Supervisory Board was elected comprising three members: Asta

Kiguoliene, Grazina Narkeviciene, Algirdas Stulpinas.

(3) Discussion of proposals with regard to separation of activities:

3.1. Approve the proposal to further develop other activities delegating them

to newly established companies;

3.2. Authorize the Board to prepare the draft project of the Company’s

reorganization in order to foresee the Company’s reorganization by separating

other activities, i.e. to separate the Company’s divisions, on the basis of

which new companies will be formed. In the event a new wording of the Company

Law  of the Republic of Lithuania will come into force before the general

shareholders’ meeting, at which the reorganization project is to be approved,

takes place to agree that the Board shall prepare the conditions of the

reorganization instead of the reorganization project.

3.3. Authorize the Board to perform other actions to be taken before the

general shareholders’ meeting, at which the reorganization project is to be

approved.





Dalia Gecienė

Chief Financier

(+370-444)-22206