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SHAREHOLDERS MEETINGS

Information of the shareholders’ meeting to be held on 30 April 2022

The resolutions of the Ordinary General Shareholders Meeting of the public joint stock company Invalda INVL held on 30 April 2022:

 

  1. Presentation of the public joint stock company Invalda INVL consolidated annual report for 2021.

Shareholders of the public joint stock company Invalda INVL are presented with the Consolidated Annual Report of the Company for 2021 (attached). There is no voting on this issue of agenda.

 

  1. Presentation of the independent auditor’s report on the financial statements and consolidated annual report 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 and consolidated annual report of the Company (attached). There is no voting on this issue of agenda.

 

  1. Approval of the consolidated and stand-alone financial statements for 2021 of the public joint stock company Invalda INVL.

To approve the consolidated and stand-alone financial statements for 2021 (attached) of the public joint stock company Invalda INVL.

 

  1. Resolution regarding profit distribution of the public joint stock company Invalda INVL.

To distribute profit of the public joint stock company Invalda INVL as follows (thousand EUR):

1) Retained earnings (loss) at the beginning of the financial year of the reporting period; 62,686
2) Net profit (loss) for the financial year; 37,453
3) Profit (loss) not recognized in the income statement of the reporting financial year;
4) Transfers from reserves;
from the reserve for the acquisition of own shares
from the mandatory reserve
from share premium
from share based payments reserve
5) Shareholders contribution to cover loss (if all or part of loss is covered by the shareholders)
6) Distributable profit (loss) in total; 100,139
7) Profit transfers to the legal reserves;
8) Profit transfers to the reserves for own shares acquisition
9) Profit transfers to the reserve for granting equity incentives
10) Profit to be paid as dividends*; -7,637*
11) Profit to be paid as annual payments (bonus) and for other purposes;  
12) Retained earnings (loss) at the end of the financial year. 92,502

 

* EUR 0.65 per share, when the total number of shares entitling to dividends is 11,749,032. If the increase of the share capital is registered before the shareholders’ rights accounting day, EUR 0.65 per share would also be paid for the newly issued shares. In this case, the amount allocated for dividends would increase to EUR 7,682 thousand and retained earnings (loss) at the end of the financial year would decrease to EUR 92,457 thousand.

 

  1. Decision on approval of the Remuneration Report of the public joint stock company Invalda INVL.

To approve the Remuneration Report of the public joint stock company Invalda INVL for 2021 (presented as Annex 4 to the Consolidated Annual Report).

 

  1. Regarding the election of the members of the Board of Invalda INVL for a new term of office.

At the end of the term of office of the members of the Board of Invalda INVL, to elect the following persons to the Board of Invalda INVL for 4 (four) years term of office:

The nominees are:
– Tomas Bubinas (independent member of the Board),
– Alvydas Banys
– Indrė Mišeikytė.

The newly elected members of the Board shall take up their duties upon adoption of this decision.

 

  1. Regarding the determination of remuneration for work in the Board of the company.

7.1. To enter into Agreements with the elected members of the Board on the activities of the member of the Board and to set the following remuneration for the work in the Board of Invalda INVL (all taxes and fees applicable to the member of the Board, except for VAT (when the member of the Board becomes liable to pay VAT), inclusive):

7.1.1. to set a salary of EUR 200 per hour for an independent member of the Board, which shall be paid at least once per quarter for the hours actually spent by a member of the Board in attending and preparing for meetings, according to the report of the member.

7.1.2. to set a fixed monthly remuneration of EUR 1,500 for the other members of the Board, and a monthly fixed remuneration of EUR 2,000 when the member of the Board serves as the Chairman of the Board. The monthly remuneration may be reduced proportionately or not paid at all if a member of the Board does not attend the meetings of the Board of the company or does not perform other functions assigned to him.

7.2. To instruct the Board of the Company to determine other terms of the Agreements by a jointly adopted decision.

 

  1. Approval of the salary change in accordance with the provisions of the Remuneration Policy.

Pursuant to the provisions of the Remuneration Policy approved by the General Meeting of Shareholders of the Company on 30 April 2020, amendments to the existing remuneration levels of the members of the Board of the Company must be approved by the General Meeting of Shareholders. If the remuneration of the existing members of the Board is changed without the approval of the General Meeting of Shareholders, such changes in remuneration shall be submitted to the next General Meeting of Shareholders of the Company for approval.

In accordance with the provisions of the Remuneration Policy of the Company, to approve the monthly salary of the member of the Board, acting as the advisor in the company, in the amount of EUR 4,625 as of 1 May 2022.

 

  1. Resolution 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 9,888 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 is 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 is taken; minimum one share acquisition price –  EUR 1.

5) The conditions of the selling of the purchased shares and minimal purchase price:  Purchased own shares (including the shares acquired before the adoption of this decision) may be cancelled by the decision of the General Shareholders Meeting or by the decision of the Board granted the right to acquire the shares for the employees upon conditions of the Rules for Granting Equity Incentives, 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 is taken, and the sale procedure will ensure equal possibilities for all shareholders to purchase these shares.

The Board of Invalda INVL is delegated, on the basis of this resolution and the Law on Companies of the Republic of Lithuania, to adopt decisions regarding 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 30 April 2021 on the acquisition of own shares expires.

 

  1. Resolution regarding the specific number of ordinary registered shares of Invalda INVL for which employees shall be offered stock options contracts during the year 2022 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%or more of shares, during the year 2022 to sign stock options contracts, on the basis of which, according to the procedures and terms established in stock options contracts, in year 2025 employees will be able to exercise the right to acquire up to 50,000 ordinary registered shares of Invalda INVL of EUR 0.29 nominal value, by paying for every acquired share EUR 1 (one). If a decision requiring payments to shareholders is made prior to the signing of the share purchase agreement, the transfer price of 1 (one) euro per share would be recalculated by reducing it by the amount paid per share. The acquisition price of the shares is fixed and does not change depending on the performance of the company and / or other group companies or the price of ordinary registered shares of Invalda INVL on the regulated market.

 

  1. Resolution regarding the exercise of stock options granted to Invalda INVL Group employees in 2019.

Pursuant to the decision of the General Meeting of Shareholders of 30 April 2019, on the basis of which stock option agreements on the acquisition of shares of Invalda INVL in 2022 were concluded with the employees of Invalda INVL AB and companies in which more than 50% of the shares are owned by Invalda INVL, to establish that the right of the employees to acquire the said shares is exercised by submitting to the employees for subscription no more than 69,479 newly issued shares of the company.

 

  1. Resolution regarding increase of authorised capital of the public joint stock company Invalda INVL.

Increase the authorised capital of the joint stock company Invalda INVL by additional monetary contributions from EUR EUR 3,473,786.17 to EUR 3,493,935.08.

 

  1. Class, number, nominal value and minimum issue price and payment of the issued shares.

The authorised capital of Invalda INVL is increased by issuing 69.479 ordinary registered shares with a nominal value of EUR 0.29.

(i) On 30 April 2019, the General Meeting of Shareholders of the Company passed a resolution, based on which in 2019 stock option agreements were entered into with the employees. In accordance with the procedure and terms established in the valid stock option agreements, in 2022 the employees will acquire the right to acquire up to 69.479 ordinary registered shares of Invalda INVL, paying a price of 1 (one) euro for each share to be acquired. The acquisition price of the shares is fixed, it does not change depending on the performance of the company and / or other group companies or the price of ordinary registered shares of the joint-stock company Invalda INVL on the regulated market, (ii) on 30 April 2020, the general meeting of shareholders of the Company passed a resolution on the payment of dividends of EUR 0.80 per share, (iii) The Rules for Granting Equity Incentives, approved by the resolution of the General Meeting of Shareholders of 30 April 2018, which should be applied to the option agreements concluded in 2019, stipulate that if before the conclusion of the share purchase agreement the General Meeting of Shareholders of the company makes decisions on the payment of dividends, the issue of changing the number of shares and (or) the price of shares permitted to be acquired by employees must be considered in such a way as to maintain the economic logic of the share purchase agreement and the balance of interests between the parties,  to establish that when exercising the 2019 share options, the share purchase – sale price shall be 0.20 euros, and the minimum issue price per share shall be EUR 0.29 (minimum total issue value – EUR 20,148.91).

Newly issued shares are granted against partial payment. The issue price of the newly issued shares is paid in cash as follows: (i) part of the issue price, equal to 0.20 euros per share, is paid by the person subscribing to the shares, (ii) the remaining part of the issue price is paid by the company from the reserve set up by the company to grant shares. The subscription agreements for the issued shares are concluded until 8 June 2022.

If not all shares are subscribed for during the subscription period, the authorised capital will be increased by the sum of the nominal values of the subscribed shares. On the basis of this decision, the Board of the Company must amend the Articles of Association and the number of shares accordingly in the Articles of Association and submit the amended Articles of Association to the Registrar of Legal Entities.

 

  1. Cancellation of the pre-emptive right of shareholders of the public joint stock company Invalda INVL to acquire shares issued by the Company.

Pursuant to the provisions of Article 57 of the Law on Companies of the Republic of Lithuania, to cancel the pre-emptive right of the shareholders of Invalda INVL to acquire 69,479 ordinary registered shares with a nominal value of EUR 0.29 each.

Priority will be revoked according to the decision of the General Meeting of Shareholders held on 30 April 2019, on the basis of which employees of the public joint-stock company Invalda INVL and employees of the companies where more than 50 per cent of the shares are owned by the Company, signed stock option contracts to acquire ordinary registered shares of the public joint-stock company Invalda INVL. Accordingly, the pre-emptive right to acquire the newly issued 69,479 ordinary registered shares of the public joint-stock company Invalda INVL is granted to the employees of the joint stock company Invalda INVL and employees of the companies with more than 50 per cent of the shares owned by Invalda INVL, who have concluded the aforementioned option contracts and for whom the right to acquire the newly issued shares has not been revoked on the grounds established in the Rules for Granting Equity Incentives (the list of persons who are entitled to acquire the newly issued 69,479 ordinary registered shares of the public joint-stock company Invalda INVL is stored in the premises of Invalda INVL, in order to ensure the protection of the personal data the list is not published).

 

  1. Amendment of the Articles of Association of the public joint stock company Invalda INVL and approval of the new wording of the Articles of Association.

Taking into account: (i) the decisions of the agenda’s items 11 – 14; (ii) the provisions of the Law on Companies of the Republic of Lithuania that if a supervisory board is not formed in a public limited company whose shares are admitted to trading on a regulated market, the Articles of Association of the company must provide that a board is formed in the company, and the board performs the supervisory functions established in Paragraph 11 of Article 34 of the Law on Companies; and in accordance with the Law on Companies of the Republic of Lithuania, to approve the new wording of the Articles of Association of the public joint stock company Invalda INVL (the draft Articles of Association is attached), changing the entire text of the Articles of Association (without separately approving the amendment of each clause of the Articles of Association).

To authorise Darius Šulnis, the President of the public joint stock company Invalda INVL, to sign the new wording of the Company’s Articles of Association.

 

  1. Regarding the adjustment of the terms of payment for audit services for the audit services of 2021 annual financial statements

To set an additional remuneration not exceeding EUR 3,500 per year (value added tax is calculated and paid additionally in accordance with the procedure established by legal acts) to the Company’s audit company KPMG Baltics, UAB, registered address Lvivo str 101, Vilnius, company code 111494971, for the audit services of the annual accounts for 2021 in order to meet the requirements of the Articles 3 and 4 of the Commission Delegated Regulation (EU) 2018/815 of 17 December 2018 supplementing Directive 2004/109/EC of the European Parliament and of the Council with regard to regulatory technical standards on the specification of a single electronic reporting format.

Attached:

invaldainvl-2021-12-31-en.zip
2021 Annual information .pdf
 Articles of Association
Audit Committee report

Resolutions of the Shareholders Meeting held on 30 April 2021

THE RESOLUTIONS OF THE ORDINARY GENERAL SHAREHOLDERS MEETING OF INVALDA INVL

The resolutions of the Ordinary General Shareholders Meeting of the public joint stock company Invalda INVL held on 30 April 2021:

1. Presentation of the public joint stock company Invalda INVL consolidated annual report for 2020.
Shareholders of the public joint stock company Invalda INVL are presented with the Consolidated Annual Report of the Company for 2020. There is no voting on this issue of agenda.

2. Presentation of the independent auditor’s report on the financial statements and consolidated annual report 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 and consolidated annual report of the Company. There is no voting on this issue of agenda.

3. Approval of the consolidated and stand-alone financial statements for 2020 of the public joint stock company Invalda INVL.
To approve the consolidated and stand-alone financial statements for 2020 (attached) of the public joint stock company Invalda INVL.

4. Resolution regarding profit distribution of the public joint stock company Invalda INVL.
To distribute profit of the public joint stock company Invalda INVL as follows (thousand EUR):

1) Retained earnings (loss) at the beginning of the financial year of the reporting period; 57,121
2) Net profit (loss) for the financial year; 5,329
3) Profit (loss) not recognized in the income statement of the reporting financial year – impact of applied new standards;
4) Transfers from reserves;
from the reserve for the acquisition of own shares
from the mandatory reserve
from share premium
from share based payments reserve
5) Shareholders contribution to cover loss (if all or part of loss is covered by the shareholders)
6) Distributable profit (loss) in total; 62,450
7) Profit transfers to the legal reserves;
8) Profit transfers to the reserves for own shares acquisition
9) Profit transfers to the reserve for granting equity incentives
10) Profit to be paid as dividends*;
11) Profit to be paid as annual payments (bonus) and for other purposes;
12) Retained earnings (loss) at the end of the financial year. 62,450

5. Resolution 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 9,888 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 is 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 is taken; minimum one share acquisition price –  EUR 1.
5) The conditions of the selling of the purchased shares and minimal purchase price:  Purchased own shares (including the shares acquired before the adoption of this decision) may be cancelled by the decision of the General Shareholders Meeting or by the decision of the Board granted the right to acquire the shares for the employees upon conditions of the Rules for Granting Equity Incentives, 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 is taken, and the sale procedure will ensure equal possibilities for all shareholders to purchase these shares.
The Board of Invalda INVL is delegated on the basis of this resolution and the Law on Companies of the Republic of Lithuania to adopt decisions regarding 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 30 April 2020 on the acquisition of own shares expires.

6. Decision on approval of the Remuneration Report of the public joint stock company Invalda INVL.
To approve the remuneration report of the public joint stock company Invalda INVL for 2020 (presented as Annex 5 to the Consolidated Annual Report).

7. Approval of the salary change in accordance with the provisions of the Remuneration Policy.
Pursuant to the provisions of the Remuneration Policy approved by the General Meeting of Shareholders of the Company on 30 April 2020, amendments to the existing remuneration levels of the members of the Board of the Company must be approved by the General Meeting of Shareholders. If the remuneration of the existing members of the Board is changed without the approval of the General Meeting of Shareholders, such changes in remuneration shall be submitted to the next General Meeting of Shareholders of the Company for approval.
In accordance with the provisions of the Remuneration Policy of the Company, to approve the monthly salary of the member of the Board, acting as the President of the Company, in the amount of EUR 6,125 as of July 1, 2020.

8. Election of members of the Audit Committee for a new term of office.
As the term of office of the members of the Audit Committee of Invalda INVL has expired, to re-elect Ms. Dangutė Pranckėnienė (independent member) and Mr. Tomas Bubinas (independent member) to the Audit Committee of the public joint stock company Invalda INVL for a new term of 4 (four) years.

9. Resolution regarding the specific number of ordinary registered shares of the public joint-stock company Invalda INVL for which during year 2021 employees shall be offered stock 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%or more of shares, during the year 2021 to sign stock options contracts, on the basis of which, according to the procedures and terms established in stock options contracts, in year 2024 employees will be able to exercise the right to acquire up to 120,000 ordinary registered shares of Invalda INVL of EUR 0.29 nominal value, by paying for every acquired share EUR 1 (one). If a decision requiring payments to shareholders were made prior to the signing of the share purchase agreement, the transfer price of 1 (one) euro per share would be recalculated by reducing it by the amount paid per share. 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. Resolution regarding increase of authorised capital of the public joint stock company Invalda INVL.
Increase the authorised capital of the joint stock company Invalda INVL by additional monetary contributions from EUR 3,456,480.71 to EUR 3,473,786.17.

11. Class, number, nominal value and minimum issue price and payment of the issued shares.
The authorized capital of Invalda INVL is increased by issuing 59,674 ordinary registered shares with a nominal value of EUR 0.29.
Considering that: (i) On 30 April 2018, the General Meeting of Shareholders of the Company decided that in 2018 the employees of Invalda INVL and companies in which more than 50% of the shares are owned by Invalda INVL will be offered stock option agreements on the basis of which in 2021, in accordance with the procedure and terms established in the stock option agreement, employees would acquire the right to purchase up to 60,000 ordinary registered shares of Invalda INVL with a nominal value of EUR 0.29, paying 1 (one) euro price for each share acquired. The acquisition price of the shares is fixed, it does not change depending on the performance of the company and / or other group companies or the price of ordinary registered shares of the joint-stock company Invalda INVL on the regulated market, (ii) on 30 April 2020, the general meeting of shareholders of the Company passed a resolution on the payment of dividends of EUR 0.80 per share, (iii) The Rules for Granting Equity Incentives, approved by the resolution of the General Meeting of Shareholders of 30 April 2018, which should be applied to the option agreements concluded in 2018, stipulate that if the General Meeting of Shareholders to be held prior to the signing of the share purchase agreement shall consider the issue of the number of shares permitted to be acquired by employees and / or change of share price in such a way as to maintain the economic logic of the share purchase agreement and the balance of interests of the parties,  to establish that when exercising the 2018 share options, the share purchase – sale price shall be 0.20 euros, and the minimum issue price per share shall be EUR 0.29 (minimum total issue value – EUR 59,674).
Newly issued shares are granted against partial payment. The issue price of the newly issued shares is paid in cash as follows: (i) part of the issue price – 0.20 euros per share, is paid by the person subscribing to the shares, (ii) the remaining part of the issue price is paid by the company from the reserve set up by the company to grant shares. The subscription agreements for the issued shares are concluded until 14 June 2021, the payment term is until 16 June 2021.
If not all shares are subscribed for during the subscription period, the authorised capital will be increased by the sum of the nominal values of the subscribed shares. On the basis of this decision, the Board of the Company must amend the Articles of Association and the number of shares accordingly in the Articles of Association and submit the amended Articles of Association to the Registrar of Legal Entities.

12. Cancellation of the pre-emptive right of shareholders of the public joint stock company Invalda INVL to acquire shares issued by the Company.
Pursuant to the provisions of Article 57 of the Law on Companies of the Republic of Lithuania, to cancel the pre-emptive right of the shareholders of Invalda INVL to acquire 59,674 ordinary registered shares with a nominal value of EUR 0.29 each.
Priority will be revoked according to decision of the General Meeting of Shareholders held on 30 April 2018, on the basis of which employees of the public joint-stock company Invalda INVL and employees of the companies where more than 50 per cent of the shares are owned by the Company, signed stock option contracts to acquire 59,674 ordinary registered shares of the public joint-stock company Invalda INVL.
Accordingly, the pre-emptive right to acquire the newly issued 59,674 ordinary registered shares of the public joint-stock company Invalda INVL is granted to the employees of the joint stock company Invalda INVL and employees of the companies with more than 50 per cent of the shares owned by Invalda INVL, who have concluded the aforementioned option contracts and for whom the right to acquire the newly issued shares has not been revoked on the grounds established in the Rules for Granting Equity Incentives approved by the resolution of the General Meeting of Shareholders of 30 April 2018  (the list of persons who are entitled to acquire the newly issued 59,674 ordinary registered shares of the public joint-stock company Invalda INVL is stored in the premises of Invalda INVL, in order to ensure the protection of the personal data the list is not published).

13. Amendment of the Articles of Association of the public joint stock company Invalda INVL and approval of the new wording of the Articles of Association.
Taking into account the decisions of the agenda’s items 10, 11, 12 and in accordance with the Law on Companies of the Republic of Lithuania, to approve the new wording of the Articles of Association of the public joint stock company Invalda INVL (the draft Articles of Association is attached), changing the entire text of the Articles of Association (without separately approving the amendment of each clause of the Articles of Association).
To authorise Darius Šulnis, the president of the public joint stock company Invalda INVL, to sign the new wording of the Company’s Articles of Association.

Attached:
2020 consolidated financial statement and annual report with auditor’s report
Report of the Audit Committee
Draft Articles of Association

The person authorized to provide additional information is:
Darius Sulnis, President of Invalda INVL
E-mail [email protected]

Resolutions of the Shareholders Meeting held on 1 July 2020

THE RESOLUTIONS OF THE GENERAL SHAREHOLDERS MEETING OF INVALDA INVL THAT WAS HELD ON 01.07.2020

The resolutions of the Extraordinary General Shareholders Meeting of the public joint stock company Invalda INVL held on 1 July 2020:

1. Regarding the amendment of Rules for Granting Equity Incentives.
To approve the new wording of Invalda INVL AB of the Rules for Granting Equity Incentives.
To instruct the Board of Invalda INVL AB to ensure proper implementation of the Rules for Granting Equity Incentives.

2. Regarding conclusion of option agreements.
Employees of Invalda INVL and of the companies, in which Invalda INVL owns 50% or more of shares are proposed to enter into option agreements regarding 232,210 ordinary registered shares of Invalda INVL AB with a nominal value of EUR 0.29 in accordance with the new wording of the Rules for Granting Equity Incentives. The Board of the Company is instructed to determine a detailed calculation of the share purchase price, as a starting point taking the net asset value per share of Invalda INVL AB as of 31 December 2019 (EUR 7.47), additionally calculating 12% annual interest and estimating the granted share payments, if there are any.

Attached:
New wording of Invalda INVL AB Rules for Granting Equity Incentives

The person authorized to provide additional information is:
Darius Sulnis, President of Invalda INVL
E-mail [email protected]

Resolutions of the Shareholders Meeting held on 30 April 2020

THE RESOLUTIONS OF THE ORDINARY GENERAL SHAREHOLDERS MEETING OF INVALDA INVL

The resolutions of the Ordinary General Shareholders Meeting of the public joint stock company Invalda INVL held on 30 April 2020:

1. Presentation of the public joint stock company Invalda INVL consolidated annual report for 2019.
Shareholders of the public joint stock company Invalda INVL are presented with the consolidated annual report of the Company for 2019. There is no voting on this issue of agenda.

2. Presentation of the independent auditor’s report on the financial statements and consolidated annual report 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 and consolidated annual report of the Company. There is no voting on this issue of agenda.
3. Approval of the consolidated and stand-alone financial statements for 2019 of the public joint stock company Invalda INVL.
To approve the consolidated and stand-alone financial statements for 2019 (attached) of the public joint stock company Invalda INVL.4. Resolution regarding profit distribution of the public joint stock company Invalda INVL.
To distribute profit ofthe public joint stock company Invalda INVL as follows (thousand EUR):
1) Retained earnings (loss) at the beginning of the financial year of the reporting period; 45,582
2) Net profit (loss) for the financial year; 20,827
3) Profit (loss) not recognized in the income statement of the reporting financial year – impact of applied new standards;
4) Transfers from reserves; 0
from the reserve for the acquisition of own shares
from the mandatory reserve
from share premium
from share based payments reserve
5) Shareholders contribution to cover loss (if all or part of loss is covered by the shareholders) 0
6) Distributable profit (loss) in total; 66,409
7) Profit transfers to the legal reserves;
8) Profit transfers to the reserves for own shares acquisition
9) Profit transfers to the reserve for granting equity incentives
10) Profit to be paid as dividends*; (9,288)
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. 57,121
* Allocated EUR 0.80 per share

5. Resolution 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 9,873 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 is 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 is taken; minimum one share acquisition price –  EUR 1.
5) The conditions of the selling of the purchased shares and minimal purchase price:  Purchased own shares (including the shares acquired before the adoption of this decision) may be cancelled by the decision of the General Shareholders Meeting or by the decision of the Board granted the right to acquire the shares for the employees upon conditions of the Rules for Granting Equity Incentives, 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 is taken, and the sale procedure will ensure equal possibilities for all shareholders to purchase these shares.
The Board of Invalda INVL 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 30 April 2019 on the acquisition of own shares expires.

6. Resolution regarding the specific number of ordinary registered shares of the public joint-stock company Invalda INVL for which during year 2020 employees shall be offered stock 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%or more of shares, during the year 2020 to sign stock options contracts, on the basis of which, according to the procedures and terms established in stock options contracts, in year 2023 employees will be able to exercise the right to acquire up to 175,000 ordinary registered shares of Invalda INVL of EUR 0.29 nominal value, by paying for every acquired share EUR 1 (one). If a decision requiring payments to shareholders were made prior to the signing of the share purchase agreement, the transfer price of 1 (one) euro per share would be recalculated by reducing it by the amount paid per share. 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.

7. Resolution regarding the realization of share options granted to Invalda INVL Group employees in 2017
Pursuant to the decision of the General Meeting of Shareholders of 28 April 2017, on the basis of which option agreements on 80,571 ordinary registered shares of Invalda INVL were concluded with the employees of Invalda INVL and companies in which more than 50% of shares are owned by Invalda INVL, to establish that the right of employees to acquire the said shares is realized by transferring to the employees no more than 80,571 own shares acquired by the company.
To establish that when exercising the share options granted in 2017, the transfer price of the company’s own shares is 1 (one) euro per share. If prior to concluding the share purchase agreement the General Meeting of Shareholders makes a decision on dividend payment or other decisions determining payments to shareholders and the share purchase agreement is concluded and ownership of the shares is transferred later than the record date, according to the decision of the General Meeting of Shareholders of 30 April 2018, the transfer price is recalculated in order to maintain the economic logic of the share purchase agreement and the balance of interests of the parties, i.e. the transfer price of 1 (one) euro share is reduced by the amount allocated to the share.

8. Resolution on approval of the Remuneration Policy of the public joint-stock company Invalda INVL.
1) To approve the Remuneration Policy of Invalda INVL AB, which would come into force on the day of its approval.
2) To instruct the head of the company to publish the Remuneration Policy on the company’s website and to ensure the proper implementation of the Remuneration Policy.

Attached:
2019 consolidated financial statement and annual report together with auditor’s report
Approval of responsible persons
Draft Remuneration Policy
Audit Committee Report

Person authorised to provide additional information:
Darius Šulnis
President of Invalda INVL
E-mail [email protected]

Resolutions of the Shareholders Meeting held on 14 October 2019

THE RESOLUTIONS OF THE EXTRAORDINARY GENERAL SHAREHOLDERS MEETING OF INVALDA INVL

The resolutions of the Extraordinary General Shareholders Meeting of the public joint stock company Invalda INVL held on 14 October 2019:

1.1. To conclude an agreement with KPMG Baltics, UAB (company code 111494971, registered address: Konstitucijos Ave. 29, Vilnius, Lithuania) to carry out of the audit of the annual financial statements of the AB Invalda INVL for 2019-2021 financial years and set the payment in the total maximum amount for the tree years period of EUR 75 thousand for the audit of annual financial statements set and opinion on the annual report (VAT will be calculated and payed additionally in accordance with order established in legal acts) for 2019-2021.
1.2. To authorise the president of the company to negotiate other terms and conditions of the audit services contract (including remuneration for additional services).

The person authorized to provide additional information is:
Darius Sulnis, President of Invalda INVL
E-mail [email protected]

Resolutions of the Shareholders Meeting held on 30 April 2019

THE RESOLUTIONS OF THE ORDINARY GENERAL SHAREHOLDERS MEETING OF INVALDA INVL

The resolutions of the Ordinary General Shareholders Meeting of the public joint stock company Invalda INVL held on 30 April 2019:

1. Presentation of the public joint stock company Invalda INVL consolidated annual report for 2018.
Shareholders of the public joint stock company Invalda INVL are presented with the consolidated annual report of the Company for 2018 (there is no voting on this issue of agenda).

2. Presentation of the independent auditor’s report on the financial statements and consolidated annual report 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 and consolidated annual report of the Company (there is no voting on this issue of agenda).

3. Approval of the consolidated and stand-alone financial statements for 2018 of the public joint stock company Invalda INVL.
To approve the consolidated and stand-alone financial statements for 2018 of the public joint stock company Invalda INVL.

4. Resolution regarding profit distribution of the public joint stock company Invalda INVL.
To distribute profit ofthe public joint stock company Invalda INVL as follows (thousand EUR):

1) Retained earnings (loss) at the beginning of the financial year of the reporting period; 44,279
2) Net profit (loss) for the financial year; 343
3) Profit (loss) not recognized in the income statement of the reporting financial year – impact of applied new standards; 960
4) Transfers from reserves; 0
from the reserve for the acquisition of own shares 0
from the mandatory reserve 0
from share premium 0
from share based payments reserve 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; 45,582
7) Profit transfers to the legal reserves; 0
8) Profit transfers to the reserves for own shares acquisition 0
9) Profit transfers to the reserve for granting equity incentives 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. 45,582

5. Resolution 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 9,888 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 istaken; minimum one share acquisition price –  EUR 1.
5) The conditions of the selling of the purchased shares and minimal purchase price:  Purchased own shares (including the shares acquired before the adoption of this decision) may be cancelled by the decision of the General Shareholders Meeting or by the decision of the Board granted the right to acquire the shares for the employees upon conditions of the Rules for Granting Equity Incentives, 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 is taken, and the sale procedure will ensure equal possibilities for all shareholders to purchase these shares.
The Board of Invalda INVL 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 30 April 2018 on the acquisition of own shares expires.

6. Resolution regardingthe specific number of ordinary registered shares of the public joint-stock company Invalda INVL for which during year 2019 employees shall be offered stock 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 2019 to sign stock options contracts, on the basis of which, according to the procedures and terms established in stock options contracts, in year 2022 employees will be able to exercise the right to acquire up to 80,000 ordinary registered shares of Invalda INVL of EUR 0.29 nominal value, by paying for every acquired share EUR 1 (one). 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.

7. Resolution regarding increase of authorised capital of the public joint stock company Invalda INVL.
Increase the authorised capital of the joint stock company Invalda INVL by additional monetary contributions from EUR 3,441,137.97 to EUR 3,456,480.71.

8. Class, number, nominal value and minimum issue price and payment of the issued shares.
The authorized capital of Invalda INVL is increased by issuing 52,906 ordinary registered shares with a nominal value of EUR 0.29.
The minimum issue price of one share is EUR 1 (minimum total issue value – EUR 52,906).
The issue price of newly issued shares is paid in cash. The share subscription agreements are concluded until 12 June 2019, the maturity date is until June 14, 2019.
If not all shares are subscribed for during the subscription period, the authorised capital will be increased by the sum of the nominal values of the subscribed shares. On the basis of this decision, the Board of the Company must amend the Articles of Association and the number of shares accordingly in the Articles of Association and submit the amended Articles of Association to the Registrar of Legal Entities.

9. Cancellation of the pre-emptive right of shareholders of the public joint stock companyInvalda INVLto acquire shares issued by the Company.
Pursuant to the provisions of Article 57 of the Law on Companies of the Republic of Lithuania, to cancel the pre-emptive right of the shareholders of Invalda INVL to acquire 52,906 ordinary registered shares with a nominal value of EUR 0.29 each.
Priority will be revoked according to decision of the General Meeting of Shareholders held on 29 April 2016, on the basis of which employees of the public joint-stock company Invalda INVL and employees of the companies where more than 50 per cent of the shares are owned by the Company, signed stock option contracts to acquire 52,906 ordinary registered shares of the public joint-stock company Invalda INVL.
Accordingly, the pre-emptive right to acquire the newly issued 52,906 ordinary registered shares of the public joint-stock company Invalda INVL is granted to the employees of the joint stock company Invalda INVL and employees of the companies with more than 50 per cent of the shares owned by Invalda INVL, who have concluded the aforementioned option contracts (the list of employees who are entitled to acquire the newly issued 52,906 ordinary registered shares of the public joint-stock company Invalda INVL is stored in the premises of Invalda INVL, in order to ensure the protection of employee’s personal data the list of employees is not published).

10.  Amendment of the Articles of Association of the public joint stock company Invalda INVL and approval of the new wording of the Articles of Association.

Taking into account the decisions of the agenda’s items 7, 8,9 and in accordance with the Law on Companies of the Republic of Lithuania, to approve the new wording of the Articles of Association of the public joint stock company Invalda INVL (the draft Articles of Association is attached), changing the entire text of the Articles of Association (without separately approving the amendment of each clause of the Articles of Association).
To authorise Darius Sulnis, the president of the public joint stock company Invalda INVL, to sign the new wording of the Company’s Articles of Association.

Attached:
Annual audited information of Invalda INVL for 2018
Management Statement
Draft Articles of Association
Audit Committee Report

The person authorized to provide additional information is:
Darius Sulnis, President of Invalda INVL
E-mail [email protected].com

Resolutions of the Shareholders Meeting held on 9 November 2018

RESOLUTIONS OF THE GENERAL EXTRAORDINARY SHAREHOLDERS MEETING OF INVALDA INVL

The resolutions of the General Shareholders Meeting of Invalda INVL, AB that was held on 9th November 2018:

  1. Regarding election of auditor to carry out of the audit of the annual financial statements and setting conditions of payment for audit services.

To conclude an agreement with UAB PricewaterhouseCoopers (code – 111473315) to carry out of the audit of the annual financial statements of the AB Invalda INVL for 2018 financial year and establish the payment in the amount of EUR 11,500 for the audit of annual financial statements set and opinion on the annual report (VAT will be calculated and payed additionally in accordance with order established in legal acts).

The person authorized to provide additional information:
Darius Šulnis
President of Invalda INVL
E-mail: [email protected]

Resolutions of the Shareholders Meeting held on 30 April 2018

RESOLUTIONS OF THE ORDINARY GENERAL SHAREHOLDERS MEETING OF INVALDA INVL

The resolutions of the General Shareholders Meeting of Invalda INVL, AB that was held on 30 April 2018:

1. Presentation of the public joint stock company Invalda INVL consolidated annual report for 2017.
Shareholders of the public joint stock company Invalda INVL are presented with the consolidated annual report of the Company for 2017 (there is no voting on this issue of agenda).

2. Presentation of the independent auditor’s report on the financial statements and consolidated annual report 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 and consolidated annual report of the Company (there is no voting on this issue of agenda).

3. Approval of the consolidated and stand-alone financial statements for 2017 of the public joint stock company Invalda INVL.
To approve the consolidated and stand-alone financial statements for 2017 of the public joint stock company Invalda INVL.
4. Regarding profit distribution of the public joint stock company Invalda INVL.
To distribute profit ofthe public joint stock company Invalda INVL as follows (thousand EUR):

1) Retained earnings (loss) at the beginning of the financial year of the reporting period; 33,412
2) Net profit (loss) for the financial year; 11,307
3) Profit (loss) not recognized in the income statement of the reporting financial year;
4) Transfers from reserves; 460
from the reserve for the acquisition of own shares
from the mandatory reserve
from share premium
from share based payments reserve 460
5) Shareholders contribution to cover loss (if all or part of loss is covered by the shareholders)
6) Distributable profit (loss) in total; 45,179
7) Profit transfers to the legal reserves;
8) Profit transfers to the reserves for own shares acquisition
9) Profit transfers to the reserve for granting equity incentives 900
10) Profit to be paid as dividends;
11) Profit to be paid as annual payments (bonus) and for other purposes;
12) Retained earnings (loss) at the end of the financial year. 44,719

5. Withdrawal of members of the Board of Invalda INVL and the election of new Board members.

To withdraw the Board of Invalda INVL in corpore. To elect Alvydas Banys, Indrė Mišeikytė and Darius Šulnis to the Board of Invalda INVL for the new 4 (four) years term of office. Newly elected members of the Board shall start their activities from the date of adoption of this decision.

6. Approval of new wording of Articles of Association of the public joint stock company Invalda INVL.
In accordance with the current Law on Companies of the Republic of Lithuania, to approve the new wording of the Articles of Association of the public joint stock company Invalda INVL (attached), changing the entire text of the Articles of Association (without further amendment of the separate Clauses of the Articles of Association).
To authorize Darius Šulnis, the president of the public joint stock company Invalda INVL, to sign the new wording of the Articles of Association of the public joint stock company Invalda INVL.

7. 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 9 907 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 (including the shares acquired before the adoption of this decision) may be cancelled by the decision of the General Shareholders Meeting or by the decision of the Board granted the right to acquire the shares for the employees upon conditions of the Rules for Granting Equity Incentives, 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 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 28 April 2017 on the acquisition of own shares expires.

8. Approval of Rules for Granting Equity Incentives.

In accordance with the current Law on Companies of the Republic of Lithuania, to approve the Rules for Granting Equity Incentives of the public joint stock company Invalda INVL (attached).
To authorize the Board of Invalda INVL to ensure the proper implementation of the Rules on Granting Equity Incentives.

9. Regarding the specific number of ordinary registered shares of the public joint-stock company Invalda INVL for which during year 2018 employees shall be offered stock 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 2018 to make stock options contracts, on the basis of which, according to the procedures and terms established in stock options contracts, in year 2021 employees will be able to exercise the right to acquire up to 60,000 ordinary registered 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.

Attached:
1. Annual information for 2017 of Invalda INVL and management confirmation;
2. Draft Articles of Association of Invalda INVL;
3. Rules for Granting Equity Incentives;
4. Audit Committee Report.

The person authorized to provide additional information is:
Darius Sulnis, President of Invalda INVL
E-mail [email protected]

Resolutions of the Shareholders Meeting held on 28 April 2017

RESOLUTIONS OF THE GENERAL SHAREHOLDERS MEETING OF INVALDA INVL

The resolutions of the General Shareholders Meeting of Invalda INVL, AB that was held on 28 April 2017:

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 Dangutė 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.

Attachments:
Invalda INVL audited annual information 2016
Audit’s committee report
Regulations of the audit committee

Voting results for the Shareholders Meeting held on 29 April 2016

Voting results for the Shareholders Meeting held on 28 October 2015

Voting results for the Annual Shareholders Meeting held on 30 April 2015

Voting results for the Shareholders Meeting held on 23 December 2014

Voting results for the Annual Shareholders Meeting held on 28 April 2014