IVL: Convocation of the Shareholders Meeting of Invalda LT and draft resolutions
Registration of the shareholders will start at 8:00 a.m. Only the persons who are the shareholders of the Company at the end of the accounting day of the General Shareholders Meeting (23 April 2015) are entitled to participate and to vote at the General Shareholders meeting.
The agenda of the General Shareholders Meeting of Invalda LT, AB includes:
1.Presentation of the public joint-stock company Invalda LT consolidated annual report for 2014
2. Presentation of the independent auditor's report on the financial statements of the public joint-stock company Invalda LT for 2014.
3. On the approval of the consolidated and stand-alone financial statements for 2014 of the public joint-stock company Invalda LT.
4. Regarding the distribution of the public joint-stock company Invalda LT profit for 2014
5. Regarding the change of the corporate name of public joint-stock company Invalda LT
6. Regarding the change of the public joint-stock company Invalda LT share capital and par value of its shares.
7. Regarding approval of the New Wording of the public joint-stock company Invalda LT Articles of Association.
8. Regarding acquisition of own shares of the public joint-stock company Invalda LT.
The draft resolutions of the General Shareholders Meeting of Invalda LT, AB:
1.Presentation of the public joint-stock company Invalda LT consolidated annual report for 2014.
Shareholders of the public joint-stock company Invalda LT are presented with the consolidated annual report of Invalda LT for 2014 (There is no voting on this issue of agenda).
2. Presentation of the independent auditor's report on the financial statements of the public joint-stock company Invalda LT for 2014.
Shareholders of the public joint-stock company Invalda LT are presented with the independent auditor's report on the financial statements of Invalda LT for 2014 (There is no voting on this issue of agenda).
3. On the approval of the consolidated and stand-alone financial statements for 2014 of the public joint-stock company Invalda LT.
To approve the consolidated and companies financial statements for 2014 of the public joint-stock company Invalda LT.
4. Regarding the distribution of the public joint-stock company Invalda LT profit for 2014.
To distribute the profit of the public joint-stock company Invalda LT for 2014 as follows:
| Article | (thousand LTL) | (thousand EUR) |
| Retained earnings (loss) at the beginning of the financial year of the reporting period | 27,138 | 7,860 |
| Net profit (loss) for the financial year | 70,775 | 20,497 |
| Profit (loss) not recognized in the income statement of the reporting financial year – retained earnings transferred during the split-off | (13,267) | (3,842) |
| Transfers from reserves | 0 | 0 |
| from reserve to purchase of own shares | 0 | 0 |
| from legal reserve | 0 | 0 |
| from share premium | 0 | 0 |
| Shareholders contribution to cover loss (if all or part of loss is covered by the shareholders) | 0 | 0 |
| Distributable profit (loss) in total | 84,646 | 24,515 |
| - Profit transfers to the legal reserves | 0 | 0 |
| - Profit transfers to the reserves for own shares acquisition | 0 | 0 |
| - Profit transfers to other reserves | 0 | 0 |
| - Profit to be paid as dividends | 0 | 0 |
| - Profit to be paid as annual payments (bonus) and for other purposes | 0 | 0 |
| Retained earnings (loss) at the end of the financial year carried forward to the next financial year | 84,646 | 24,515 |
5. Regarding the change of the corporate name of public joint-stock company Invalda LT.
To change the corporate name of the public joint stock company Invalda LT from the public joint stock company Invalda LT to the public joint stock company Invalda INVL. To announce about the change of the corporate name according to the legal acts.
6. Regarding the change of the public joint-stock company Invalda LT share capital and par value of its shares.
According to Republic of Lithuania Law on Euro Adoption, Republic of Lithuania Law on Redenomination to the Euro of the Capital and of the Nominal Value of Securities of Public Limited Liability Companies and Private Limited Liability Companies and Amendment of the Articles of Association of These Companies and Republic of Lithuania Law on Limited Liability Companies the par value of one Invalda LT share will be changed from LTL 1 to EUR 0,29 cents and the change the share capital accordingly from LTL 11,865,993 to EUR 3,441,137.97.
7. Regarding approval of the New Wording of the public joint-stock company Invalda LT Articles of Association.
According to the resolutions of the General Shareholder’s Meeting, decided in the 5th and 6th items of the agenda and according to the 2000 July 13th Republic of Lithuania Law on Limited Liability Companies No. VIII-1835 current version and Republic of Lithuania Law on Redenomination to the Euro of the Capital and of the Nominal Value of Securities of Public Limited Liability Companies and Private Limited Liability Companies and Amendment of the Articles of Association of These Companies and Republic of Lithuania Law, to approve the new Wording of Invalda LT Articles of Association (attached) by changing all the text.
To authorize Darius Sulnis, the president of the public joint-stock company Invalda LT, to sign new wording of the Articles of Association of the public joint-stock company Invalda LT.
8. Regarding purchase of own shares of the public joint-stock company Invalda LT.
Invalda LT, AB has formed the reserve for the purchase of own shares which is equal to EUR 11.1 million.
To use the reserve for the purchase of own shares and to purchase shares in Invalda LT:
1. The goal for the purchase of own shares - to ensure for shareholders a possibility to sell company’s shares
2. The maximum number of shares to be acquired - the nominal value of own shares may not exceed 1/10 of share
3. The period during which the company may purchase its own shares 18 months from the day of this resolution.
4. The maximum and minimal one share acquisition price: the maximum one share acquisition price should not increase the book value per share (equity capital divided from the amount of shares) calculated on be basis of the last publicly announced data of the financial statements of Invalda LT, - EUR 3.
5. The conditions of the selling of the purchased shares and mininal purchase price: the acquired own shares may be annulled by the decision of the General Shareholders Meeting or sold by the decision of the Board on condition the minimum price of sale of own shares shall be equal to the price at which they were acquired and the procedure of selling the shares shall ensure equal opportunities for all shareholders to acquire the said shares.
The Board of Invalda LT, AB is delegated on the basis of this resolution and the Law on companies of the Republic of Lithuania to organize purchase and sale of own shares, to organize purchase and selling procedure own shares and to determine an order and timing for purchase and sale of own shares as well as the amount of shares and shares price, and to complete all other actions related with purchase and sale procedure of own shares.
The documents related to the agenda, draft resolutions on every item of agenda, documents what have to be submitted to the General Shareholders Meeting and other information related to realization of shareholders rights are available at the office of Invalda LT (Seimyniskiu str. 1A, Vilnius, 6 floor) during working hours.
The shareholders are entitled: (i) to propose to supplement the agenda of the General Shareholders Meeting submitting draft resolution on every additional item of agenda or, than there is no need to make a decision - explanation of the shareholder (this right is granted to shareholders who hold shares carrying at least 1/20 of all the votes). Proposal to supplement the agenda is submitted in writing by registered mail or delivered in person against signature. The agenda is supplemented if the proposal is received no later than 14 before the General Shareholders Meeting; (ii) to propose draft resolutions on the issues already included or to be included in the agenda of the General Shareholders Meeting at any time prior to the date of the General Shareholders meeting (in writing, by registered mail or delivered in person against signature) or in writing during the General Shareholders Meeting (this right is granted to shareholders who hold shares carrying at least 1/20 of all the votes); (iii) to submit questions to the Company related to the issues of agenda of the General Shareholders Meeting in advance but no later than 3 business days prior to the General Shareholders Meeting in writing by registered mail or delivered in person against signature.
Shareholder participating at the General Shareholders Meeting and having the right to vote must submit documents confirming personal identity. Each shareholder may authorize either a natural or a legal person to participate and to vote on the shareholder's behalf at the General Shareholders Meeting. The representative has the same rights as his represented shareholder at the General Shareholders Meeting. The authorized persons must have documents confirming their personal identity and power of attorney approved in the manner specified by law which must be submitted to the Company no later than before the commencement of registration for the General Shareholders Meeting. Shareholder is entitled to issue power of attorney by means of electronic communications for legal or natural persons to participate and to vote on its behalf at the General Shareholders Meeting. The shareholders must inform the Company about power of attorney issued by means of electronic communications no later than before the commencement of registration for the General Shareholders Meeting. The power of attorney issued by means of electronic communications and notice about it must be written and submitted to the Company by means of electronic communications.
Shareholder or its representative may vote in writing by filling general voting bulletin, in such a case the requirement to deliver a personal identity document does not apply. The form of general voting bulletin is presented at the Company's webpage. If shareholder requests, the Company shall send the general voting bulletin to the requesting shareholder by registered mail or shall deliver it in person against signature no later than 10 days prior to the General Shareholders Meeting free of charge. The filled general voting bulletin must be signed by the shareholder or its authorized representative. Document confirming the right to vote must be added to the general voting bulletin if authorized person is voting. The filled general voting bulletin must be delivered to Invalda LT, AB by registered mail (address Seimyniskiu str. 1A, LT09312 Vilnius, Lithuania) or in person against signature no later than before the day of the General Shareholders Meeting.
The Company does not provide opportunities to participate and vote at the meeting by electronic means. Information related with the convened General Shareholders Meeting (notice on convocation of General Shareholders Meeting, information about Company's shares, draft resolution, etc.) are available at Company's webpage www.invaldalt.com
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