OREANDA-NEWS. January 08, 2010. The Management Board of Invalda AB approved the draft resolutions of the Extraordinary General Shareholders meeting to be held on January 30, 2010

1. Regarding partial change of November 14, 2008 decision of the General Meeting of Invalda AB shareholders on the first item on the agenda.
Given the fact that this draft decision is in advance agreed with the owner of LTL 25 m convertible bonds issued under November 14, 2008 decision of the General Meeting of Invalda AB shareholders and the prior consent to change terms and conditions of bonds subscription agreement under proposed draft decision is obtained,
draft decision concerning first item on the agenda is proposed:
Partially change November 14, 2008 decision of the General Meeting of Invalda AB shareholders on the first item on the agenda and lay out it as follows:
„1. Regarding non-public LTL 25 m convertible bonds issue.
To issue non-public convertible bonds of nominal value LTL 25 000 000.
Total convertible bonds issue size is 250 000 units, the nominal value of one convertible bond is LTL 100.
The convertible bonds of this issue grant the rights:
a) to receive nominal value of redeemed bonds or part of bonds as well as annual interest of 9.9% (considering there are 365 days per year);
and/or
b) to convert all or part of bonds to ordinary registered shares. One bond of nominal value LTL 100 is to be converted to ordinary registered shares at ratio 5.5 (one bond would be converted into 18.18 shares approximately, final result is to be rounded by arithmetical rules) and to get interest calculated according to the formula:
P = SUM (i=1,.....,n) [Di * A * (1+0.099/365*S)],
whereas:
P - interest;
Di - ith accrued cash flow for one ordinary registered Invalda AB share for the period of bonds validity (cash flow - allocated dividends and/or payouts reducing share capital);
A - number of issued new shares converting bonds at the ratio 100/5.5;
S - number of days starting from 31st calendar day when obligation to pay cash flows appeared until bonds' expiry date.
c) interest is paid as specified below:
i) annual interest of 9.9%, calculated till December 31, 2009 on the nominal value of bonds, is paid on July 1, 2010. Extra interest of 9.9% for the period from January 1, 2010 till June 30, 2010, calculated on the interest amount accumulated as of 31 December, 2009, is paid on July 1, 2010;
ii) annual interest of 9.9%, calculated on the nominal value of bonds for the period from January 1, 2010 till June 30, 2010, is paid on July 1, 2010;
iii) annual interest of 9.9%, calculated on the nominal value of bonds for the period from July 1, 2010 till June 30, 2011, is paid on July 1, 2011;
iv) in case of bonds redemption annual interest of 9.9%, calculated on the nominal value of bonds for the period from July 1, 2011 till June 30, 2012, is paid on July 1, 2012;
v) in case bonds are converted to ordinary registered shares, interest is calculated as specified in paragraph b for a period till a day of registering shares in personal securities account. If hereby calculated interest exceeds the interest paid as specified in paragraphs ii and iii, the difference between interest calculated as specified in paragraph b and interest paid as specified in paragraphs ii and iii has to be paid to the owner of bonds on a day of registering shares in personal securities account. If interest calculated as specified in paragraph b is less than the interest paid as specified in paragraphs ii and iii, the owner of bonds is obliged to pay the difference between the interest paid as specified in paragraphs ii and iii and the interest calculated as specified in paragraph b to Invalda AB within 5 (five) working days from a day of registering shares in personal securities account.
Terms of converting bonds to shares:
The period when bonds can be converted to shares according to the application of investor expires on July 1, 2012.
The investor, who acquired the whole bonds issue and chooses to convert to shares all owned bonds, can exercise this right at any time until April 2, 2012, by delivering written application to Invalda AB. The day when written application is delivered is considered to be the end of bonds redemption term. Invalda AB obliges to convert to shares all bonds owned by the investor no later than 10 business days from the day when written application was received.
If the investor owns part of the bonds issue and chooses to convert to shares all or a part of bonds, or if the investor owns the whole bonds issue and chooses to convert to shares only part of the owned bonds, investor must deliver to Invalda AB written application on April 2, 2012. In this case bonds will be converted to shares on July 1, 2012.
If the application to convert bonds or part of the bonds to shares isn't delivered by investor to Invalda AB until April 2, 2012 (inclusive), bonds or part of the bonds are not converted to shares; bonds owned by the investor are redeemed on July 1, 2012.
Invalda AB liabilities to the investor who acquired the whole issue of convertible bonds will be protected by Invalda AB and/or the third parties’ asset pledge. Particular asset and its pledge order will be indicated in bonds subscription agreement.
Main facts about the shares that bonds will be converted to:
- class - ordinary registered shares;
- maximum number of shares bonds can be converted to – 4 545 455 shares;
- nominal value - 1 (one) LTL;
- granted rights - all property and non-proper rights stated in the Articles of Association of Invalda AB. Shares issued converting bonds will be merged with the effectual share issue and could be traded on the NASDAQ OMX Vilnius stock exchange from the moment of issues merge.
The decision of the General Meeting of shareholders to issue LTL 25 000 000 non-public convertible bonds is also the decision to increase Company's share capital by LTL 4 545 455.
The share capital of Invalda AB will be increased by the amount equal to the total nominal value of shares convertible bonds were converted to if the owner expressed in writing the choice to convert bonds to shares in a period indicated in this part of the decision of the General Meeting of shareholders.
When convertible bonds issue term indicated in this part of the decision of the General Meeting of shareholders expires and the bonds owners express in writing their choice to convert bonds to shares, the Board of Invalda AB is authorized to change in the Articles of Association of Invalda AB the size of the share capital and number of shares and to provide the amended Articles of Association to the Register of Legal Entities.
In this case payment for the convertible bonds is considered to be payment for the shares bonds were converted to“.

2. Regarding partial change of November 14, 2008 decision of the General Meeting of Invalda AB shareholders on the third item on the agenda.
Given the fact that this draft decision is in advance agreed with the owner of LTL 50 m convertible bonds issued under November 14, 2008 decision of the General Meeting of Invalda AB shareholders and the prior consent to change terms and conditions of bonds subscription agreement under proposed draft decision is obtained,
draft decision concerning the second item on the agenda is proposed:
Partially change November 14, 2008 decision of the General Meeting of Invalda AB shareholders on the third item on the agenda and lay out it as follows:
„3. Regarding non-public LTL 50 m convertible bonds issue.
To issue non-public convertible bonds of nominal value LTL 50 000 000.
Total convertible bonds issue size is 500 000 units, the nominal value of one convertible bond is LTL 100.
The convertible bonds of this issue grant the rights:
- to receive nominal value of redeemed bonds or part of bonds as well as annual interest of 9.9% (considering there are 365 days per year). Interest is paid on the redemption day;
and/or
- to convert all or part of bonds to ordinary registered shares. One bond of nominal value LTL 100 is to be converted to ordinary registered shares at ratio 5.5 (one bond would be converted into 18.18 shares approximately, final result is to be rounded by arithmetical rules) and to get annual interest of 9.9% (considering there are 365 days per year) calculated for a period till January 7, 2010 (inclusive). Interest from January 8, 2010 is not calculated if the decision to issue new convertible bonds of nominal value LTL 7 440 000 is adopted and the right to purchase the above mentioned issue is granted to DIM Investment UAB.
Terms of converting bonds to shares:
The period when bonds can be converted to shares according to the application of investor expires on July 1, 2010.
The investor, who acquired the whole bonds issue and chooses to convert to shares all owned bonds, can exercise this right at any time until April 2, 2010, by delivering written application to Invalda AB. The day when written application is delivered is considered to be the end of bonds redemption term. Invalda AB obliges to convert to shares all bonds owned by the investor no later than 10 business days from the day when written application was received.
If the investor owns part of the bonds issue and chooses to convert to shares all or a part of bonds, or if the investor owns the whole bonds issue and chooses to convert to shares only part of the owned bonds, investor must deliver to Invalda AB written application on April 2, 2010. In this case bonds will be converted to shares on July 1, 2010.
If the application to convert bonds or part of the bonds to shares isn't delivered by investor to Invalda AB until April 2, 2010 (inclusive), bonds or part of the bonds are not converted to shares; bonds owned by the investor are redeemed on July 1, 2010.
To approve the decision of the Board of Invalda AB to pledge the following assets to the Investor who acquired the whole issue of convertible bonds:
- either ordinary registered shares of Invaldos Nekilnojamojo Turto Fondas AB;
- and (or) ordinary registered shares of Kauno Tiltai AB by primary or secondary pledge;
- and (or) ordinary registered shares of Sanitas AB;
- and (or) any other assets agreed by parties;
- pledged assets may be changed upon agreement of the parties.
The nominal value of the pledged bonds should constitute 70 percent of the market value of all pledged assets; the market value is determined by the parties on the day of conclusion of bonds purchase agreement.
Main facts about the shares that bonds will be converted to:
- class - ordinary registered shares;
- maximum number of shares bonds can be converted to – 9 090 909 shares;
- nominal value - 1 (one) LTL;
- granted rights - all property and non-proper rights stated in the Articles of Association of Invalda AB. Shares issued converting bonds will be merged with the effectual share issue and could be traded on the NASDAQ OMX Vilnius stock exchange from the moment of issues merge.
The decision of the General Meeting of shareholders to issue LTL 50 000 000 non-public convertible bonds is also the decision to increase Company's share capital by LTL 9 090 909.
The share capital of Invalda AB will be increased by the amount equal to the total nominal value of shares convertible bonds were converted to if the owner expressed in writing the choice to convert bonds to shares in a period indicated in this part of the decision of the General Meeting of shareholders.
When convertible bonds issue term indicated in this part of the decision of the General Meeting of shareholders expires and the bonds owners express in writing their choice to convert bonds to shares, the Board of Invalda AB is authorized to change in the Articles of Association of Invalda AB the size of the share capital and number of shares and to provide the amended Articles of Association to the Register of Legal Entities.
In this case payment for the convertible bonds is considered to be payment for the shares bonds were converted to.“

3. Regarding non-public convertible bonds issue.
To issue non-public convertible bonds of nominal value LTL 7 440 000.
Total convertible bonds issue size is 74 400 units, the nominal value of one convertible bond is LTL 100.
The convertible bonds of this issue grant the right:
a) to receive nominal value of redeemed bonds or part of bonds as well as annual interest of 9.9% (considering there are 365 days per year);
and/or
b) to convert all or part of bonds to ordinary registered shares. One bond of nominal value LTL 100 is to be converted to ordinary registered shares at ratio 5.5 (one bond would be converted into 18.18 shares approximately, final result is to be rounded by arithmetical rules) and to get interest calculated according to the formula:
P = SUM (i=1,.....,n) [Di * A * (1+0.099/365*S)],
whereas:
P - interest;
Di - ith accrued cash flow for one ordinary registered Invalda AB share for the period of bonds validity (cash flow - allocated dividends and/or payouts reducing share capital);
A - number of issued new shares converting bonds at the ratio 100/5.5;
S - number of days starting from 31st calendar day when obligation to pay cash flows appeared until bonds' expiry date.
c) interest is paid as specified below:
i) annual interest of 9.9% which is calculated on the nominal value of bonds for the period from January 9, 2010 (inclusive) till June 30, 2010 is paid on July 1, 2010. Interest for this issue (LTL 7 440 000) is calculated as mentioned in this paragraph because interest for the issue  of LTL 50 m is terminated on January 7, 2010.
ii) annual interest of 9.9%, calculated on the nominal value of bonds for the period from July 1, 2010 till June 30, 2011, is paid on July 1, 2011;
iii) in case of bonds redemption annual interest of 9.9%, calculated on the nominal value of bonds for the period from July 1, 2011 till July 1, 2012, is paid on July 1, 2012;
v) in case bonds are converted to ordinary registered shares, interest is calculated as specified in paragraph b for a period till a day of registering shares in personal securities account. If hereby calculated interest exceeds the interest paid as specified in paragraphs i and ii, the difference between the interest calculated as specified in paragraph b and the interest paid as specified in paragraphs i and ii has to be paid to the owner of bonds on a day of registering shares in personal securities account. If interest calculated as specified in paragraph b is less than the interest paid as specified in paragraphs i and ii, the owner of bonds is obliged to pay the difference between the interest paid as specified in paragraphs i and ii and the interest calculated as specified in paragraph b to Invalda AB within 5 (five) working days from a day of registering shares in personal securities account.
Terms of converting bonds to shares:
The period when bonds can be converted to shares according to the application of investor expires on July 1, 2012.
The investor, who acquired the whole bonds issue and chooses to convert to shares all owned bonds, can exercise this right at any time until April 2, 2012, by delivering written application to Invalda AB. The day when written application is delivered is considered to be the end of bonds redemption term. Invalda AB obliges to convert to shares all bonds owned by the investor no later than 10 business days from the day when written application was received.
If the investor owns part of the bonds issue and chooses to convert to shares all or a part of bonds, or if the investor owns the whole bonds issue and chooses to convert to shares only part of the owned bonds, investor must deliver to Invalda AB written application on April 2, 2012. In this case bonds will be converted to shares on July 1, 2012.
If the application to convert bonds or part of the bonds to shares isn't delivered by investor to Invalda AB until April 2, 2012 (inclusive), bonds or part of the bonds are not converted to shares; bonds owned by the investor are redeemed on July 1, 2012.
Invalda AB liabilities to the investor who acquired the whole issue of convertible bonds will be protected by Invalda AB and/or the third parties’ asset pledge. Particular asset and its pledge order will be indicated in bonds subscription agreement.
Main facts about the shares that bonds will be converted to:
- class - ordinary registered shares;
- maximum number of shares bonds can be converted to – 1 352 727 shares;
- nominal value - 1 (one) LTL;
- granted rights - all property and non-proper rights stated in the Articles of Association of Invalda AB. Shares issued converting bonds will be merged with the effectual share issue and could be traded on the Vilnius Stock Exchange from the moment of issues merge.”

4. Regarding withdrawal for shareholders the right of pre-emption to acquire convertible bonds.
To withdraw for all shareholders the pre-emptive right to acquire 7 440 000 LTL convertible bonds issue.
The right to acquire all convertible bonds of this issue is granted to DIM Investment UAB, code 301145749, registered address Konstitucijos ave. 23, Vilnius, Lithuania.
The reason for withdrawal of the pre-emptive right is to secure funds to rearrange the liabilities of Invalda AB.

5. Regarding Invalda AB share capital increase related to issue of convertible bonds indicated on the third item on this agenda.
The decision of the General Meeting of shareholders to issue LTL 7 440 000 non-public convertible bonds is also the decision to increase Invalda AB share capital by LTL 1 352 727.
The share capital of Invalda AB will be increased by the amount equal to the total nominal value of shares convertible bonds were converted to if the owner expressed in writing the choice to convert bonds to shares in a period indicated in this part of the decision of the General Meeting of shareholders.
When convertible bonds issue term indicated in the third part of this decision of the General Meeting of shareholders expires and the bonds owners express in writing their choice to convert bonds to shares, the Board of Invalda AB is authorised to change in the Articles of Association of Invalda AB the size of the share capital and number of shares and to provide the amended Articles of Association to the Register of Legal Entities. In this case payment for the convertible bonds is considered to be payment for the shares bonds were converted to.