Convocation of the general shareholders meeting of Invalda INVL and draft resolutions

On the initiative and decision of the Company's Management Board, the General Shareholders Meeting of the public joint stock company Invalda INVL (identification code 121304349, registered address Gyneju str. 14, Vilnius, Lithuania) is to be held on 28 April 2017 at 9:00 p.m. in the Company's office Gyneju str. 14, Vilnius.

Registration of the Shareholders will start at 8:30 p.m.

Only the persons who are the shareholders of the Company at the end of the accounting day of the General Shareholders Meeting (21 April 2017) are entitled to participate and to vote at the General Shareholders Meeting.
The day of accounting of rights – 15 May 2017.
 
The agenda of the General Shareholders Meeting of the public joint stock company Invalda INVL includes:
1. Presentation of consolidated annual report of the public joint-stock company Invalda INVL.
2. Presentation of the independent auditor's report on the financial statements of the public joint-stock company Invalda INVL.
3. On the approval of the consolidated and stand-alone financial statements for 2016.
4. Regarding the distribution of profit of the public joint-stock company Invalda INVL.
5. Election of the Board members for the new term of office.
6. Regarding approval of the Regulations of the Audit Committee of Invalda INVL.
7. Election of the Audit Committee members for the new term of office.
8. Regarding approval of the remuneration for the Audit Committee members.
9. Regarding the specific number of ordinary registered shares of the public joint-stock company Invalda INVL for which during year 2017 employees shall be offered options contracts and regarding the price of the shares.
10. Regarding purchase of own shares of the public joint-stock company Invalda INVL.
 
The draft resolutions of the General Shareholders Meeting of the public joint stock company Invalda INVL:
 
1. Presentation of consolidated annual report of the public joint-stock company Invalda INVL.
Shareholders of the public joint-stock company Invalda INVL are presented with the consolidated annual report of Invalda INVL for 2016 (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 INVL.
Shareholders of the public joint-stock company Invalda INVL are presented with the independent auditor's report on the financial statements of Invalda INVL for 2016 (There is no voting on this issue of agenda).
 
3. On the approval of the consolidated and stand-alone financial statements for 2016.
To approve the consolidated and stand-alone financial statements for 2016 of the public joint-stock company Invalda INVL.
 
4. Regarding the distribution of profit of the public joint-stock company Invalda INVL.
To distribute the profit of the public joint-stock company Invalda INVL for 2016 as follows (thousand EUR):
1)  Retained earnings (loss) at the beginning of the financial year of the reporting period; 28,642
2) Net profit (loss) for the financial year; 4,770
3) Profit (loss) not recognized in the income statement of the reporting financial year; 0
4) Transfers from reserves; 0
5) Shareholders contribution to cover loss (if all or part of loss is covered by the shareholders) 0
6) Distributable profit (loss) in total; 33,412
7) Profit transfers to the legal reserves;  
8) Profit transfers to the reserves for own shares acquisition  
9) Profit transfers to other reserves; 0
10) Profit to be paid as dividends; 0
11) Profit to be paid as annual payments (bonus) and for other purposes; 0
12) Retained earnings (loss) at the end of the financial year. 33,412
 
5. Election of the Board members for the new term of office.
To re-elect Alvydas Banys, Indrė Mišeikytė and Darius Šulnis to the Board of Invalda INVL for the new 4 (four) years term of office.
 
6. Regarding approval of the Regulations of the Audit Committee of Invalda INVL.
To approve the regulations of the Audit Committee of Invalda INVL (enclosed).
 
7. Election of the Audit Committee members for the new term of office.
To elect Danguolė Pranckėnienė and Tomas Bubinas - 2 (two) independent members - to the Audit Committee of Invalda INVL for the 4 (four) years term of office.
 
8. Regarding approval of the remuneration for the Audit Committee members.
To set a rate not higher than EUR 145 per hour for a work in the Audit Committee of Invalda INVL. To delegate to the Board of the Company to determine the remuneration payment procedure for the Audit Committee members.
 
9. Regarding the specific number of ordinary registered shares of the public joint-stock company Invalda INVL for which during year 2017 employees shall be offered options contracts and regarding the price of the shares.
It is offered for the employees of Invalda INVL and of the companies, in which Invalda INVL owns 50 per cent or more of shares, during the year 2017 to make stock options contracts, on the basis of which according to the procedures and terms established in stock options contracts in year 2020 employees will be able to exercise the right to acquire up to 130,000 ordinary shares of Invalda INVL of EUR 0.29 nominal value, by paying for every acquired share 1 (one) euro. The acquisition price of shares is fixed; it does not change depending on performance results of the company and / or other companies’ of the group or on ordinary registered share price of Invalda INVL on a regulated market.
 
10. Regarding purchase of own shares of the public joint-stock company Invalda INVL.
Until the day of the General Shareholders meeting the reserve for the purchase of own shares which is equal to EUR 10,013 thousand is not used.
To use the reserve (a part of it) for the purchase of own shares and to purchase shares in Invalda INVL under these conditions:
1)     The goal for the purchase of own shares -  to ensure 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 the share capital.  
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 - value of consolidated equity per one share calculated according to the last publicly announced data of the consolidated equity of Invalda INVL before the decision of the Board; minimum one share acquisition price -  EUR 1.
5)     The conditions of the selling of the purchased shares and minimal purchase price:  Purchased own shares may be cancelled by the decision of the General Shareholders Meeting or sold by the decision of the Board upon the condition that minimum sale price for one share isn’t lower than value of consolidated equity per one share calculated according to the publicly announced data of the consolidated equity of Invalda INVL before the decision of the Board, and the sale procedure will ensure equal possibilities for all shareholders to purchase these shares.
The Board of Invalda INVL, AB is delegated on the basis of this resolution and the Law on Companies of the Republic of Lithuania to organise purchase and sale of own shares, to organise purchase and selling procedure of 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.
From the date of this resolution the resolution of the General Shareholders Meeting on 29 April 2016 on the acquisition of own shares expires.
 
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 INVL (Gyneju str. 14, Vilnius) 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 INVL, AB by registered mail (address Gyneju str. 14, LT 01109 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.invaldainvl.lt 

Attachments:
Annual information for 2016 and confirmation of the management;
Information about candidates to the Board;
Information about candidates to the Audit Committee;
Draft Regulations of the Audit Committee;
Audit Committee report for 2016;
General ballot paper for voting in writing


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