Invalda AB
Code 121304349
Registered address Šeimyniškių str. 1A, LT-09312 Vilnius
Data collected and stored in the Register of Legal Entities Vilnius branch
The voting results of the Extraordinary General Shareholders Meeting of Invalda AB
of November 20, 2012
1. At the end of the accounting day of this General Shareholders Meeting shares of Invalda AB provide in total 51 802 146 votes.
2. The General Shareholders Meeting was provided with 14 (fourteen) valid General Voting Bulletins (22 922 255 votes) and 7 (seven) Powers of Attorney; all of them meet law requirements.
3. Shareholders, holding 27 564 319 votes are represented in the General Shareholders Meeting.
According to part 1 of Article 27 of the Law on Companies of the Republic of Lithuania, this Extraordinary General Shareholders Meeting is valid and has a right make decisions.
THE VOTING RESULTS:
1. Regarding approval of preparation of the terms of Invalda AB reorganization by way of division.
VOTED: „For“ voted 303 385 votes (out of them 259 125 votes voted in advance in writing);
„Against“ – 27 211 501 votes (out of them 22 663 130 votes voted in advance in writing);
Abstained – 49 433 votes.
DECIDED:
1. Not to approve preparation of the terms of Invalda AB reorganization by way of division.
2. Regarding approval of preparation of the terms of Invalda AB split-off.
VOTED: „For“ voted 27 469 296 votes (out of them 22 921 275 votes voted in advance in writing);
„Against“ –48 303 votes (out of them 980votes voted in advance in writing);
Abstained –46 720 votes.
DECIDED:
2.1. To approve preparation of the terms of Invalda AB split-off.
2.2. To authorize the Board to draw up the terms of Invalda AB split-off as well as appoint necessary valuation experts and auditors for the preparation and assessment of the said terms, and conduct other related actions.
3. Regarding election of the audit company to audit financial statements of the financial years 2012-2013 and setting the conditions of payment for the audit services.
VOTED: „For“ voted 27 562 289 votes (out of them 22 921 275 votes voted in advance in writing);
„Against“ – 980 votes (voted in advance in writing);
Abstained – 1050 votes.
DECIDED:
3.1. In accordance with paragraph 1.5 of Article 20 of the Law on Companies of the Republic of Lithuania and paragraph 4 of Article 52 of the Law on Audit of the Republic of Lithuania, considering the proposal of the Board of Invalda AB, which is based on the 26 September, 2012 recommendation of the Audit Committee regarding the audit company, to elect joint-stock company PricewaterhouseCoopers, code 111473315, located at municipality of Vilnius city, Vilnius, 16 B J. Jasinskio str., audit company certificate No. 001273, to audit annual financial statements of the financial years 2012 – 2013.
3.2. To set the following conditions of payment for the audit services:
3.2.1. the main remuneration for the audit of each year’s set of annual financial statements – LTL 111 000 (one hundred eleven thousand) (EUR 32 148) ; VAT is not included in this amount and is calculated and paid additionally according to the laws;
3.2.2. in case additional services are provided under the agreement on audit services, additional remuneration is paid to the audit company. Additional remuneration is determined according to join-stock company PricewaterhouseCoopers employees who are involved in providing additional services hourly rates; the additional remuneration is paid after additional services are provided.shares and shares price, and to complete all other actions related with acquisition of own shares.