OPINION OF THE AUDIT COMMITTEE ON A TRANSACTION WITH AN ASSOCIATED PARTY

Žemaitijos pienas AB has obtained the opinion of the Audit Committee on conclusion of the transaction with between associated parties. The basis for the opinion: Article 37² of the Republic of Lithuania Law on Companies.

The subject matter of evaluation and opinion of the Audit Committee: opportunity of Žemaitijos pienas AB to purchase 100 % of registered ordinary shares of Baltijos mineralinių vandenų kompanija UAB, company registration number 141763534, registered office address: 4 Mažeikių st., Telšiai, Lithuania, the entire block of shares is owned by Algirdas Pažemeckas and Danutė Pažemeckienė by the right of common joint property. A. Pažemeckas and D. Pažemeckienė possess a major part of the capital and votes of Žemaitijos pienas AB.

On 07 June 2019 it was announced through information system of Vilnius Stock Exchange that the Board of Directors of Žemaitijos pienas AB had taken a resolution “On intention to purchase 100 % of a block of shares of Baltijos mineralinių vandenų kompanija UAB”^[1]. 

Upon evaluation of possibilities of conclusion of a share sale and purchase transaction, compliance of its terms and conditions with regulation requirements the Audit Committee has come to a conclusion that the transaction would be made under market conditions, so there are no objections to purchase of the block of shares by Žemaitijos pienas AB.

By a shareholder’s written request or by its request sent by electronic communication means the company may serve a copy of this opinion to the shareholder upon signature or send by registered mail or electronic communication means within 3 days from the date of receipt of the request if security of information being transferred is ensured and an identity of the shareholder may be established.

The shareholder may also familiarize itself with the obtained opinion at the company’s registered office address: 35 Sedos, Telšiai, during working hours of the company. The opinion of the Audit Committee may be provided if a request has been received within 7 days after the moment of receipt of this opinion (announcement of this notice).

Lawyer

Gintaras Keliauskas

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