On the initiative and decision of the Board of the public joint stock company Invalda INVL the ordinary General Shareholders Meeting of the public joint stock company Invalda INVL (identification code 121304349, the registered address Gynėjų str. 14 Vilnius, Lithuania) is to be held on 30 April 2024 at 9:00 a.m. in the premises located in Gynėjų str. 14, Vilnius. Registration of the shareholders will start at 8:30 a.m.
The total number of shares of the Company amounts to 12,234,305. Given that the Company has acquired its own shares, the total number of votes for the quorum of the General Meeting of Shareholders is 12,004,764. ISIN code of the shares of the Company is LT0000102279.
The accounting day of the of General Meeting of Shareholders – 23 April 2024 (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 is 15 May 2024.
The agenda of the General Shareholders Meeting of Invalda INVL includes:
More information about participation in the meeting can be found here
The draft resolutions can be found here
The resolutions of the Extraordinary General Shareholders Meeting of the public joint stock company Invalda INVL held on 22 November 2023:
It is proposed to enter into stock option contracts with the employees of UAB INVL Asset Management, INVL Life, UADB, UAB FMĮ INVL Financial Advisors, the subsidiaries of Invalda INVL, moving to AB Šiaulių bankas or its subsidiaries, in connection with the implementation of the merger of Invalda INVL’s indirectly managed retail asset management and life insurance businesses with AB Šiaulių bankas group, which was concluded on 22 November 2022. On the basis of the above-mentioned stock option contracts, in 2027 the employees will be able to exercise the right to acquire ordinary registered shares with a nominal value of EUR 0.29 shares of the joint-stock company Invalda INVL, by paying for every acquired share EUR 1 (one), the amount of which will not exceed the amount of shares calculated by dividing EUR 300,000 (three hundred thousand) by the difference between the net asset value per share of Invalda INVL on 31 December 2023 or the market price of the company’s shares on the said date (taking the greater of these two amounts), reduced by the amount of dividends assigned to the share at the ordinary general meeting of shareholders in 2024 (if such a decision is adopted), and the exercise price of 1 ( one) euro. If, between the general meeting of shareholders in 2024 and the signing of the share purchase agreement, a decision that stipulated payments to shareholders is made, the sale price of 1 (one) euro per share would be recalculated, 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. These stock options would be granted as a variable part of the remuneration for the 2023.
The resolutions of the Extraordinary General Shareholders Meeting of the public joint stock company Invalda INVL held on 30 April 2023:
1. Presentation of the public joint stock company Invalda INVL consolidated annual report for 2022.
Shareholders of the public joint stock company Invalda INVL are presented with the Consolidated Annual Report of the Company for 2022 (attached). 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 (attached). There is no voting on this issue of agenda.
3. Approval of the consolidated and stand-alone financial statements for 2022 of the public joint stock company Invalda INVL.
To approve the consolidated and stand-alone financial statements for 2022 (attached) of the public joint stock company Invalda INVL.
4. Resolution regarding profit distribution of the public joint stock company Invalda INVL.
To approve the profit distribution of the joint-stock company Invalda INVL in accordance with the draft profit distribution proposed by the Board (attached).
5. 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 2022 (included into the Consolidated Annual Report as Annex 4).
6. 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 2022 on the acquisition of own shares expires.
7. Resolution regarding the exercise of stock options granted to Invalda INVL Group employees in 2020.
Pursuant to the decisions of the General Meetings of Shareholders of 30 April 2020 and 1 July 2020, on the basis of which stock option agreements on the acquisition of shares of Invalda INVL in 2023 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 314,819 newly issued shares of the company.
8. 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 3,493,935.08 to EUR 3,585,232.59.
9. Class, number, nominal value and minimum issue price and payment for the issued shares.
The authorised capital of Invalda INVL is increased by issuing 314,819 ordinary registered shares with a nominal value of EUR 0.29.
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.
To determine that when exercising the stock options granted in 2020, the minimum issue price of one share is EUR 0.35 (the minimum total issue value of these shares is EUR 110,186.65).
To instruct the Board of the Company to make all decisions necessary to exercise stock options granted in 2020, including, but not limited to, determining the exact share issue price. In accordance with the provisions of Article 45 of the Law on Companies, shares may be issued at different share issue prices during one share issue.
The issue price of the newly issued shares is paid in cash by the persons subscribing to the shares.
The subscription agreements for the issued shares are concluded until 20 July 2023.
10. 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 314,819 ordinary registered shares with a nominal value of EUR 0.29 each.
Priority will be revoked upon implementation of the decisions of the company’s general meetings of shareholders on 30 April 2020 and 1 July 2020, 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 314,819 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 314,819 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).
11. 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.
To approve the new wording of the Articles of Association of the public joint stock company Invalda INVL (the draft Articles of Association are 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.
12. Resolution regarding the number of ordinary registered shares of Invalda INVL for which employees shall be offered stock options contracts during the year 2023 and regarding the price of the shares.
12.1. 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 2023 to sign stock options contracts, on the basis of which, according to the procedures and terms established in stock options contracts, in year 2026 employees will be able to exercise the right to acquire up to 150,000 ordinary registered shares of Invalda INVL of EUR 0.29 nominal value, by paying for every acquired share EUR 1 (one). If a decision was made prior to the signing of the share purchase agreement, which stipulates payments to shareholders, the transfer price of EUR 1 (one) per share would be recalculated, 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.
These stock options would be granted as a variable part of the remuneration for the year.
12.2. 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 2023 to sign stock options contracts, on the basis of which, according to the procedures and terms established in stock options contracts, in year 2026 employees will be able to exercise the right to acquire up to 350,000 ordinary registered shares of Invalda INVL of EUR 0.29 nominal value, by paying for every acquired share EUR 1 (one). This number of shares will be recalculated by reducing it by an amount such that the value of the options granted will be equal to the amount indicated below. The beneficiaries of these options would be granted about 7% of the increase in the value of the net assets between 31.12.2022 (EUR 11.07 per share) and 31.12.2025 above a minimum return barrier of 12% (i.e. the right to acquire shares would be granted if the value of the net assets on 31.12.2025 exceeds EUR 15.0552 per share). If payments per share are made prior to the subscription of the share purchase agreement, the minimum return barrier (EUR 15.0552 per share) would be reduced by the amount of the payment plus 12% interest calculated from the determined date by the company’s Board until 31.12.2025.
These stock options would be granted as a variable part of long-term incentive programme. The company’s board is authorized to establish detailed conditions for the implementation of this programme.
13. Update of the Regulations of the Audit Committee
Approve the updated Regulations of the Audit Committee of Invalda INVL (attached).
14. Revocation of members of the Audit Committee and election of members of the Audit Committee for a new term of office.
To recall Dangutė Pranckėnienė and Tomas Bubinas from the Audit Committee of Invalda INVL in corpore.
For a new term of 4 (four) years to elect to the Audit Committee of Invalda INVL 3 members, two of whom are independent: Dangutė Pranckėnienė (independent member), Andrius Lenickas (independent member) and Tomas Bubinas. The information about the Audit Committee members is attached.
15. Regarding the determination of remuneration for members of the Audit Committee.
To set a remuneration of no more than 200 euros per hour for work in the Audit Committee of Invalda INVL. The remuneration is paid for the hours actually spent performing the activities of a member of the Audit Committee.
Attached:
Audited annual reports of Invalda INVL for 2022 (.zip)
Draft profit (loss) distribution
The resolutions of the Extraordinary General Shareholders Meeting of the public joint stock company Invalda INVL held on 22 February 2023:
To allow AB Invalda INVL (hereinafter, Invalda INVL) to perform the Master agreement regarding merger of Invalda INVL’s indirectly managed retail asset management and life insurance businesses (hereinafter, the INVL Retail Businesses) with AB Šiaulių bankas, which was concluded on 22 November 2022 by Invalda INVL, UAB INVL Asset Management, INVL Life, uždaroji akcinė draudimo bendrovė and UAB FMĮ INVL Financial Advisors, on one side, and AB Šiaulių Bankas and Gyvybės Draudimo UAB SB Draudimas, on the other side (hereinafter, the Master Agreement, and the transaction executed thereunder – the Transaction) and the Transaction contemplated thereunder by approving the following main terms and conditions of the Transaction:
(i) Adoption of the decision regarding increase of the authorised capital of AB Šiaulių Bankas. The Transaction shall be carried out on the condition among others, that the general meeting of shareholders of AB Šiaulių Bankas, convened on 22 February 2023 (information on its convocation is provided here) shall adopt the following main decisions:
(a) To increase the authorised capital of AB Šiaulių Bankas from EUR 174,210,616.27 to EUR 192,269,027.34 by additional contributions by issuing a total of 62,270,383 ordinary registered shares with a nominal value of EUR 0.29 (hereinafter, the New Shares), as well as to set the issue price of the New Shares to be issued at EUR 0.645 per share (the total issue price of all New Shares to be issued is EUR 40,164,397 (hereinafter, the Total Issue Price)) and to initiate the admission of the New Shares to trading on regulated market by adding the New Shares to the existing issue of shares of AB Šiaulių Bankas (ISIN LT0000102253), which is admitted to trading on Nasdaq Vilnius AB trading list;
(b) To withdraw the pre-emption right of all shareholders of AB Šiaulių Bankas to acquire the New Shares in proportion to the aggregate nominal value of their shares, as well as to withdraw the pre-emption right to enable AB Šiaulių Bankas (i) to perform the Master Agreement; and (ii) to settle for the INVL Retail Businesses transferred to the Bank in accordance with the terms and conditions set out in the Master Agreement;
(c) To grant Invalda INVL the right to acquire all the New Shares for the Total Issue Price, by way of set-off of claims between AB Šiaulių Bankas and Invalda INVL arising from the Master Agreement and other Transaction documents as described below:
i. for the purpose of performing the Transaction under the Master Agreement, separate purchase and sale agreements will be entered into by Invalda INVL and the relevant entities of its corporate group, on one side, and AB Šiaulių Bankas and the relevant entities of its corporate group, on the other side, regarding relevant components of INVL Retail Businesses, on the basis of which AB Šiaulių Bankas will become obliged to pay to Invalda INVL and its respective group companies a fixed part of the purchase price of INVL Retail Businesses in the total amount of EUR 40,164,397, as set out in the Master Agreement (hereinafter, Part 1 of the Price);
ii. for the purpose of performing the Transaction under the Master Agreement, Invalda INVL and its relevant group companies will conclude agreements on the transfer of claim rights under which the claims against AB Šiaulių Bankas and its relevant group companies for payment of Part 1 of the Price will be consolidated at the level of Invalda INVL, and AB Šiaulių Bankas and its relevant group companies will conclude agreements on the transfer of obligations under which the obligations to pay Part 1 of the Price will be consolidated at the level of AB Šiaulių Bankas;
iii. Invalda INVL and AB Šiaulių Bankas will conclude a subscription agreement for the New Shares under which Invalda INVL will have an obligation to pay to AB Šiaulių Bankas the Total Issue Price and AB Šiaulių Bankas – to issue New Shares to Invalda INVL;
iv. the claim of AB Šiaulių Bankas against Invalda INVL for payment of the Total Issue Price will be set off against the claim of Invalda INVL for payment of Part 1 of the Price.
(ii) Object of the Transaction. The object of the Transaction is Invalda INVL’s indirectly managed second- and third-tier pension and UCITS funds and special investment funds investing in other collective investment entities, management businesses in Lithuania and life insurance business in Lithuania, Latvia and Estonia. Upon the terms, agreed between the parties, part of the life insurance business of Invalda INVL Group carried out in Latvia and Estonia may be excluded from the object of the Transaction without transferring it to Gyvybės Draudimo UAB SB Draudimas on the Transaction closing date by transferring in lieu of it an agreed appropriate amount of funds to the ownership of Gyvybės Draudimo UAB SB Draudimas (as part of the business of INVL Life, uždaroji akcinė draudimo bendrovė), considering that the price for such transferable assets is already included in the Part 1 of the Price (i.e., without making any additional payments by AB Šiaulių bankas group companies).
(iii) Price and payment. Settlement for the object of the Transaction consists of the part of a purchase price which is fixed and part of the purchase price which is variable, the purpose of the latter being to ensure a compensation mechanism for the parties of the Transaction due to potential changes in the capital of AB Šiaulių bankas, changes in the capital of the INVL retail business and/or in the object of the Transaction, which may potentially occur before the Transaction closing date, and/or due to the expenses related to performing the actions needed for the proper implementation of the Transaction documents. Part of the Price 1 is a fixed main part of the purchase price amounting to EUR 40,164,397, which was determined on the date of signing the Master Agreement and which will be paid by way of set-off of claims between AB Šiaulių Bankas and Invalda INVL arising from the Master Agreement and other Transaction documents (as described in item (i)(c) above), on condition that the general meeting of shareholders of AB Šiaulių Bankas, convened on 22 February 2023, has adopted resolutions in favour of the agenda items 1–4 (information) and Invalda INVL has subscribed for all the New Shares. Part 2 of the Price is the remaining variable part of the purchase price, which will be paid in cash on the Transaction closing date, and which calculation procedure and specific amount will be approved, in accordance with the principle stated above.
Please note that the general meeting of shareholders of AB Šiaulių Bankas, which took place on 22 February 2023, adopted resolutions in favour of the agenda items 1–4 (information about the adopted decisions can be found here), therefore the above-mentioned condition, needed for the entry into force of the 1st (first) item on the agenda of Invalda INVL, is fulfilled.
2.1. To select (appoint) the audit company KPMG Baltics, UAB (company code 111494971, registered office: Lvivo street 101, Vilnius) (hereinafter – the Audit Company) to perform the audit of the annual financial statements of AB Invalda INVL (hereinafter – the Company) for the year 2022.
2.2. To confirm that if until 30 May 2023 the Company expresses its desire to extend the audit contract and the Audit Company has no objections, the Audit Company is appointed to audit the Company’s 2023 and/or 2024 financial statements.
2.3. To determine the total remuneration for the Audit Company not more than EUR 58,500 excluding VAT, for the audit of the financial statements for the year 2022.
2.4. If the Audit Company provides the audit services to the Company in 2023 and 2024 in accordance with Clause 2.2 of this decision, the Audit Company’s remuneration for the audit of the financial statements for 2023 and 2024 would be not higher than that determined according to the audit remuneration for 2022 and it will be increased annually by the average annual rate of inflation and reduced it by the agreed discount amount.
2.5. The Management Board of the Company has the right to increase the Audit Company’s salary by no more than 15% from the annual salary for 2022-2024 approved by this decision, if the scope of audit work changes significantly.
2.6. To instruct the President of the Company, Darius Šulnis, to coordinate other terms of the audit services agreement with the Audit Company at his own discretion, and to conclude and sign the audit services agreement with the Audit Company.
The person authorized to provide additional information is:
Darius Sulnis, President of Invalda INVL
E-mail [email protected]
The resolutions of the Ordinary General Shareholders Meeting of the public joint stock company Invalda INVL held on 30 April 2022:
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.
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.
To approve the consolidated and stand-alone financial statements for 2021 (attached) 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.
To approve the Remuneration Report of the public joint stock company Invalda INVL for 2021 (presented as Annex 4 to the Consolidated Annual Report).
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.
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.
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.
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.
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.
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.
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.
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.
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).
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.
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
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]
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]
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.
| 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 |
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]
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]
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]
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]
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]
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