Acting in accordance with the provisions of the Law on Companies of the Republic of Lithuania and the decision and initiative of the Board, the public company ŽEMAITIJOS PIENAS, AB (registered office address: Sedos g. 35, Telšiai, company code 180240752) convenes the Annual General Meeting of Shareholders on 24 April 2026.
Information about the Meeting:
- Date: 24 April 2026;
- Time: 12:00 (EET) (registration from 11:00 to 11:45);
- Venue: ŽEMAITIJOS PIENAS, AB, Sedos g. 35, Telšiai (one of the conference halls).
Record Dates:
- Record date of the Meeting: 17 April 2026;
Only those persons who at the end of this day will be shareholders of the Company, or their authorised representatives, or persons with whom an agreement on the transfer of voting rights has been concluded, shall have the right to attend and vote at the Meeting.
- Record date of rights: 8 May 2026;
These rights shall be held by persons who at the end of the tenth business day following the Meeting will be shareholders of the Company.
Agenda:
- Organisational matters of the Meeting (election of the chairman, secretary, and vote counting commission);
- Presentation of the independent auditor’s report and the Company’s consolidated management report for 2025;
- Approval of the Company’s set of annual consolidated financial statements for 2025 and the annual report;
- Approval of the distribution of the Company’s profit (loss) for 2025;
- Regarding the determination of the budget for the remuneration of members of the Company’s collegial bodies;
- Regarding the formation of a reserve for the acquisition of own shares and the procedure for acquisition of own shares;
- Regarding the reduction of the Company’s share capital by cancelling own shares;
- Regarding the amendment of the Company’s Articles of Association and approval of the new wording of the Articles of Association.
Important information for shareholders:
- Advance voting:
Shareholders may vote in advance by submitting a completed general ballot by e-mail to: info@zpienas.lt.
The ballot must be received no later than 24 April 2026 at 11:00.
Ballots received later will not be registered and will be considered invalid.
A ballot shall be considered valid if it is transmitted by electronic means ensuring information security and identification of the shareholder.
- Participation in the Meeting:
Shareholders who intend to participate in the Meeting physically are requested to notify the Company no later than 3 business days before the Meeting by e-mail: info@zpienas.lt or a.matuzas@zpienas.lt,or a.zileviciute@zpienas.lt, indicating their name, surname and (if applicable) submitting documents confirming representation.
- Remote participation:
The Company does not provide the possibility to participate and vote in the General Meeting of Shareholders remotely.
Rights of shareholders:
Shareholders holding not less than 1/20 of all votes shall have the right:
- To propose additional items to the agenda (by 10 April 2026). Each proposed additional item must be accompanied by a draft decision of the General Meeting of Shareholders or, where no decision is required, an explanation. If the agenda of the General Meeting of Shareholders is supplemented, the Company shall notify about such additions no later than 10 days before the Meeting in the same manner as the notice of convening the Meeting;
- At any time prior to the General Meeting of Shareholders or during the Meeting, submit draft decisions on the items included in the agenda;
- To submit questions related to the agenda in advance by 21 April 2026. The Company will respond to the submitted questions by e-mail or in writing before the Meeting, except for those questions which are related to the Company’s commercial (production) secret, confidential information, or are submitted later than 3 business days before the Meeting.
Submission of questions and proposals:
- In writing at: ŽEMAITIJOS PIENAS, AB, Sedos g. 35, Telšiai;
- By e-mail: info@zpienas.lt
Registration and documents:
- During registration, shareholders must present a document confirming their identity;
- Authorised representatives must present a notarised power of attorney (powers of attorney issued abroad must be translated into Lithuanian and legalised). An authorised representative may represent more than one shareholder and vote differently according to the instructions given by each shareholder;
- A shareholder holding shares of the Company acquired in their own name but for the benefit of other persons must, before voting at the General Meeting of Shareholders, disclose to the Company the identity of the ultimate client, the number of shares voted, and the content of voting instructions provided to them or another explanation regarding the agreed participation and voting at the General Meeting of Shareholders. Such shareholder may vote differently with respect to votes granted by part of the shares from those granted by another part of the shares. Shareholders have and may exercise other rights provided by the Law on Companies of the Republic of Lithuania which are not specified in this notice.
The Company does not establish a special form of power of attorney.
A shareholder or their authorised representative may vote in advance in writing by completing a general ballot (attached as an annex). Upon a written request of a shareholder, the Company shall, no later than 10 days before the Meeting, send the general ballot by registered mail or deliver it personally against signature. The completed general ballot must be signed by the shareholder or their authorised representative and documents confirming the authorisation must be submitted. If the general ballot is signed by an authorised representative of the shareholder, a document confirming the right to vote must be attached. The completed general ballot with accompanying documents (if required) must be submitted to the Company at the registered office address specified in the notice no later than the Meeting. Draft resolutions of the General Meeting of Shareholders and other information are published in accordance with the procedure established by legal acts.
Availability of information:
Draft resolutions, the general ballot and other documents are available:
- At the Company’s registered office (Sedos g. 35, Telšiai);
- On the website: http://www.zpienas.lt/;
- Nasdaq Baltic: https://nasdaqbaltic.com.
Additional information:
- The Company has issued 41,737,500 ordinary registered shares;
- The nominal value of one share is EUR 0.29;
- The total number of votes is 41,737,500;
- The Company holds 765,951 own shares;
- The number of shares granting voting rights is 40,971,549.
Contact person:
Arnas Matuzas
Head of Legal Department
e-mail: a.matuzas@zpienas.lt
Attachments
- abzemaitijospienas-2025-12-31-en
- ŽP_Draft Articles of Association 24-04-2026
- ŽP_General Voting Bulletin_24-04-2026
- ŽP_Draft Desicions 24-04-2026
- ŽP_auditor's report 2025
