Convocation of the ordinary general shareholders meeting of Invalda INVL
If on the day of General Meeting of Shareholders, the quarantine regime will be valid in the territory of the Republic of Lithuania or Vilnius city municipality and all events or gatherings organized in public and closed areas will be banned, the participation in General Meeting of Shareholders would be possible by voting in writing in advance by filling in the General Voting Ballot (planned to announce by 27 April). The Company cares about the health of its shareholders and employees thus recommends at first consider possibility to get the General Voting Ballot and participate in advance voting remotely, and only in exceptional case, when there is no other possibility, visit the Company’s office.
The total number of shares of the Company amounts to 11,918,899. Given that the Company has acquired its own shares, the total number of votes for the quorum of the General Meeting of Shareholders is 11,610,491. ISIN code of the shares of the Company is LT0000102279.
The accounting day of the of General Meeting of Shareholders – 23 April 2020 (the persons who are shareholders of the Company at the end of accounting day of the General Meeting of Shareholders or persons authorized by them, or the persons with whom shareholders concluded the agreements on the disposal of voting right, shall have the right to attend and vote at the General Meeting of Shareholders).
The day of accounting of rights – 15 May 2020 (the shareholders shall use the property rights arising from the resolutions passed during the General Meeting of Shareholders in proportion to the number of shares owned at the end of the day of accounting of rights).
The agenda of the Ordinary General Shareholders Meeting of the public joint stock company Invalda INVL includes:
1. Presentation of the public joint stock company Invalda INVL consolidated annual report for 2019.
2. Presentation of the independent auditor's report on the financial statements and consolidated annual report of the public joint stock company Invalda INVL.
3. Approval of the consolidated and stand-alone financial statements for 2019 of the public joint stock company Invalda INVL.
4. Resolution regarding profit distribution of the public joint stock company Invalda INVL.
5. Resolution regarding purchase of own shares of the public joint-stock company Invalda INVL.
6. Resolution regarding the specific number of ordinary registered shares of the public joint-stock company Invalda INVL for which during year 2020 shall be offered stock options contracts and regarding the price of the shares.
7. Resolution regarding the realization of share options granted to Invalda INVL Group employees in 2017.
8. Resolution on approval of the Remuneration Policy of the public joint-stock company Invalda INVL.
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 published on the Company’s website www.invaldainvl.com, in the menu item For investors.
Please note that on 3 April 2020 Invalda INVL informed that it plans to publish a set of annual financial statements with the auditor's report and a draft resolution of the General Meeting of Shareholders on profit (loss) distribution no later than 27 April.
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, then 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 sending the proposal by registered mail to the Company at Gyneju str. 14, Vilnius, Lithuania, or delivered in person to the representative of the Company or by sending proposal to the Company by email firstname.lastname@example.org. The agenda is supplemented if the proposal is received no later than 14 days 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, sending the proposal by registered mail to the Company at Gyneju str. 14, Vilnius, Lithuania, or delivered in person to the representative of the Company or by sending proposal to the Company by email email@example.com) 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 sending the proposal by registered mail to the Company at Gyneju str. 14, Vilnius, Lithuania, or delivered in person to the representative of the Company or by sending proposal to the Company by email firstname.lastname@example.org. The company reserves the right to answer to those shareholders of the Company who can be identified and whose questions are not related to the company's confidential information or commercial secrets.
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. A power of attorney issued by a natural person must be certified by a notary. 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. A power of attorney issued in a foreign state must be translated into Lithuanian and legalised in the manner established by law. The Company does not establish special form of power of attorney.
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. No notarisation of such authorization is required.
The power of attorney issued through electronic communication means must be confirmed by the shareholder with a safe electronic signature developed by safe signature equipment and approved by a qualified certificate effective in the Republic of Lithuania. The shareholder shall inform the Company on the power of attorney issued through the means of electronic communication by e-mail email@example.com not later than on the last business day before the General Shareholders Meeting. The power of attorney and notification must be issued in writing and could be sent to the Company by electronic communication means, if the transmitted information is secured and the shareholder's identity can be identified.
The Company is not providing the possibility to attend and vote at the General Shareholders Meeting through electronic means of communication.
Shareholder or its representative may vote in writing by filling general voting bulletin and signing with a qualified electronic signature, in such a case the requirement to deliver a personal identity document does not apply. The form of the general ballot paper will be available no later than 27 April 2020 on the Company's website www.invaldainvl.com in the menu item Investors.
If shareholder requests, the Company shall send the general voting bulletin to the requesting shareholder by registered mail or ordinary mail.
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 an authorized person is voting. The filled general voting bulletin must be sent by the registered mail to the Company at Gyneju str. 14, Vilnius, Lithuania, or delivered in person (during the quarantine period, the general voting bulletin may be delivered in person to the Company's registered office only by prior agreement) no later than the beginning of the General Shareholders Meeting. Shareholders may also vote by signing the voting bulletin with an electronic signature and sending it to the Company by e-mail. A duly completed and with a qualified electronic signature signed ballot paper can be sent to the company by e-mail firstname.lastname@example.org before the start of the general meeting of shareholders.
The person authorized to provide additional information is:
Darius Sulnis, President of Invalda INVL