On the initiative and decision of the Board of the public joint stock company Invalda INVL the extraordinary 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 22 February 2023 at 3:00 p.m. in the premises located in Gynėjų str. 14, Vilnius. Registration of the shareholders will start at 2:30 p.m.
The extraordinary General Shareholders Meeting is convened in order for the General Shareholders Meeting of AB Invalda INVL to adopt the resolutions necessary to implement the Master Agreement signed on 22 November 2022 regarding merger of AB Invalda INVL retail asset management and life insurance businesses with AB Šiauliu bankas (notice about the merger) (hereinafter this agreement is the “Master Agreement” and the transaction based on it is the “Transaction”), which also includes additional agreement to the Master Agreement signed on 31 January 2023, whereby the parties agreed that upon the decision of AB Invalda INVL and with the prior approval of AB Šiaulių bankas, the part of the life insurance services business of the Invalda INVL group, which is carried out in Latvia and Estonia, can be removed from the object of the Transaction, provided that this part of the business after the closing of the Transaction will not remain in the Invalda INVL group; also in order to select an audit company to audit the annual financial statements of AB Invalda INVL.
The total number of shares of the Company amounts to 12,048,052. Given that the Company has acquired its own shares, the total number of votes for the quorum of the General Meeting of Shareholders is 11,818,511. ISIN code of the shares of the Company is LT0000102279.
The accounting day of the of General Meeting of Shareholders – 14 February 2023 (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 agenda of the Extraordinary General Shareholders Meeting of the public joint stock company Invalda INVL includes:
The documents related to the agenda, draft resolutions on every item of agenda, documents what have to be submitted to the General Shareholders Meeting and other information related to the shareholders rights are published on the Company’s website www.invaldainvl.com, menu item Investor relations.
Shareholders have the right:
(i) to propose to supplement the agenda of the General Shareholders Meeting submitting draft resolution on every additional item of agenda or, then there is no need to make a decision – explanation of the shareholder (this right is granted to shareholders who hold shares carrying at least 1/20 of all the votes). Proposal to supplement the agenda is submitted in writing sending the proposal by registered mail to the Company at Gyneju str. 14, Vilnius, Lithuania, or delivered in person to the representative of the Company or by sending proposal to the Company by email [email protected]. The agenda is supplemented if the proposal is received no later than 14 days before the General Shareholders Meeting;
(ii) to propose draft resolutions on the issues already included or to be included in the agenda of the General Shareholders Meeting at any time prior to the date of the General Shareholders meeting (in writing, sending the proposal by registered mail to the Company at Gyneju str. 14, Vilnius, Lithuania, or delivered in person to the representative of the Company or by sending proposal to the Company by email [email protected]) or in writing during the General Shareholders Meeting (this right is granted to shareholders who hold shares carrying at least 1/20 of all the votes);
(iii) to submit questions to the Company related to the issues of agenda of the General Shareholders Meeting in advance but no later than 3 business days prior to the General Shareholders Meeting in writing sending the proposal by registered mail to the Company at Gyneju str. 14, Vilnius, Lithuania, or delivered in person to the representative of the Company or by sending proposal to the Company by email [email protected]. The company reserves the right to answer to those shareholders of the Company who can be identified and whose questions are not related to the company’s confidential information or commercial secrets.
Shareholder participating at the General Shareholders Meeting and having the right to vote, must submit documents confirming personal identity. Each shareholder may authorise either a natural or a legal person to participate and to vote on the shareholder’s behalf at the General Shareholders Meeting. A power of attorney issued by a natural person must be certified by a notary. The representative has the same rights as his represented shareholder at the General Shareholders Meeting. The authorized persons must have documents confirming their personal identity and power of attorney approved in the manner specified by law which must be submitted to the Company no later than before the commencement of registration for the General Shareholders Meeting. A power of attorney issued in a foreign state must be translated into Lithuanian and legalised in the manner established by law. The Company does not establish special form of power of attorney.
Shareholder is entitled to issue power of attorney by means of electronic communications for legal or natural persons to participate and to vote on its behalf at the General Shareholders Meeting. No notarisation of such authorization is required. The power of attorney issued through electronic communication means must be confirmed by the shareholder with a safe electronic signature developed by safe signature equipment and approved by a qualified certificate effective in the Republic of Lithuania. The shareholder shall inform the Company on the power of attorney issued through the means of electronic communication by e-mail [email protected] not later than on the last business day before the General Shareholders Meeting. The power of attorney and notification must be issued in writing and could be sent to the Company by electronic communication means if the transmitted information is secured and the shareholder’s identity can be identified.
The Company is not providing the possibility to attend and vote at the General Shareholders Meeting through electronic means of communication. Shareholder or its representative may vote in writing by filling ballot paper and signing with a qualified electronic signature, in such a case the requirement to deliver a personal identity document does not apply. The form of the general ballot paper is published together with draft resolutions of the General Shareholders Meeting as well as on the Company’s website www.invaldainvl.com.
If shareholder requests, the Company shall send the ballot paper to the requesting shareholder by registered mail or ordinary mail.
The filled ballot paper must be signed by the shareholder or its authorised representative. Document confirming the right to vote must be added to the ballot paper if an authorized person is voting. The filled and signed ballot paper must be sent by the registered mail to the Company at Gyneju str. 14, 01109 Vilnius, Lithuania, or delivered in person no later than the beginning of the General Shareholders Meeting. Shareholders may also vote by signing the voting bulletin with an electronic signature and sending it to the Company by e-mail. A duly completed and with a qualified electronic signature signed ballot paper can be sent to the company by e-mail [email protected] before the start of the general meeting of shareholders.
The person authorized to provide additional information is:
Darius Sulnis, President of Invalda INVL
E-mail [email protected]