The voting results of the Extraordinary General Shareholders Meeting of Invalda AB

Invalda AB
Code 121304349
Registered address Seimyniskiu 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 April 9, 2013


1. At the end of the accounting day of this General Shareholders Meeting shares of Invalda AB provide in total 46 621 932 votes.
2. The Company has purchased 5 180 214 own shares. Those shares do not provide voting rights. The ownership rights to the acquired shares were transferred to the Company on April 2, 2013, i.e. after the accounting day of this General Shareholders Meeting. According to part 1 of Article 22 of the Law on Companies of the Republic of Lithuania only persons who are on the list of shareholders at the end of the accounting day may attend and vote in a general shareholders meeting, therefore quorum in this General Shareholders Meeting shall be counted from the amount of votes provided by all shares issued by the Company, i.e. from 46 621 932 votes. 
3. The General Shareholders Meeting was provided with 15 (fifteen) valid General Voting Bulletins (32 233 359 votes) and 4 (four) Powers of Attorney; all of them meet law requirements. 
4. The Company was provided with 2 (two) agreements about the voting rights.
5. Shareholders, holding 35 295 755 shares and 32 544 605 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. On the split – off of the public joint - stock company INVALDA.

VOTED: 32 544 605 votes, i.e. 69.81 percent of the share capital, voted in total) 
„For“ voted 32 540 761 votes (out of them 32 233 359 votes voted in advance in writing);
„Against“ – 3 844 votes.

DECIDED:
In accordance with Article 71 of the Law on Companies of the Republic of Lithuania, to split - off a part of the public joint - stock company INVALDA continuing after the split – off under the new name - public joint - stock company Invalda LT - and to form a new company named public joint – stock company Invalda privatus kapitalas on the basis of the assets, equity and liabilities assigned to this part. In accordance with the split – off terms: (i) the annulled shareholders‘ shares in the public joint – stock company INVALDA are at no charge exchanged for the ordinary registered shares in the newly established public joint – stock company Invalda privatus kapitalas; and (ii) the authorized capital of the public joint – stock company INVALDA is reduced accordingly.


2. On the approval of the split – off terms. 

VOTED: 32 544 605 votes, i.e. 69.81 percent of the share capital, voted in total) 
„For“ voted 32 540 761 votes (out of them 32 233 359 votes voted in advance in writing);
„Against“ – 3 844 votes.

DECIDED:
To approve the split – off terms.


3. On the approval of the Articles of Association of the public joint - stock company INVALDA continuing after the split – off under the new name -  public joint stock company „Invalda LT“.

VOTED: 32 544 605 votes, i.e. 69.81 percent of the share capital, voted in total) 
„For“ voted 32 544 569 votes (out of them 32 233 359 votes voted in advance in writing);
„Against“ – 36 votes.

DECIDED:
To approve the Articles of Association of the public joint – stock company INVALDA continuing after the split – off under the new name – the public joint - stock company Invalda LT. To authorize Dalius Kaziunas, the President of the public joint – stock company INVALDA to undersign the approved Articles of Association and register them in accordance with the requirements of legal acts.

4. On the approval of the Articles of Association of the split – off company – new public joint - stock company „Invalda privatus kapitalas“.

VOTED: 32 544 605 votes, i.e. 69.81 percent of the share capital, voted in total) 
„For“ voted 32 544 569 votes (out of them 32 233 359 votes voted in advance in writing);
„Against“ – 36 votes.

DECIDED:
To approve the Articles of Association of the split – off company - the public joint – stock company Invalda privatus kapitalas. To authorize Dalius Kaziunas, the President of the public joint – stock company INVALDA, to undersign the approved Articles of Association and register them in accordance with the requirements of legal acts.

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