Draft resolutions for the General Meeting of Invalda AB Shareholders to be held on 14.11.2008
On the agenda:
1. Regarding non-public LTL 25 m convertible bonds issue.
2. Regarding withdrawal for shareholders the right of pre-emption to acquire LTL 25 m convertible bonds.
3. Regarding non-public LTL 50 m convertible bonds issue.
4. Regarding withdrawal for shareholders the right of pre-emption to acquire LTL 50 m convertible bonds.
5. Regarding public LTL 30 m convertible bonds issue.
6. Regarding Invalda AB share capital increase related to issues of convertible bonds.
7. Approval of the Regulations of the Formation and Activity of the Audit Committee of Invalda AB.
8. Election of Invalda AB Audit Committee members.
1. Regarding non-public LTL 25 m convertible bonds issue.
To issue non-public convertible bonds of nominal value LTL 25,000,000.
Total convertible bonds issue size is 250,000 units, the nominal value of one convertible bond is LTL 100.
The convertible bonds of this issue grant the rights:
– to receive nominal value of redeemed bonds or part of bonds as well as annual interest of 9.9% (considering there are 365 days per year). Interest is paid on the redemption day; and/or
– to convert all or part of bonds to ordinary registered shares. One bond of nominal value LTL 100 is to be converted to ordinary registered shares at ratio 5.5 (one bond would be converted into 18.18 shares approximately, final result is to be rounded by arithmetical rules). On a day of registering shares in personal securities account the interest for convertible bonds is to be paid.
Interest is to be calculated according to the formula:
P = SUM (i=1,…..,n) [Di * A * (1+0.099/365*S)],
whereas:
P – interest;
Di – ith accrued cash flow for one ordinary registered Invalda AB share for the period of bonds validity (cash flow – allocated dividends and/or payouts reducing share capital);
A – number of issued new shares converting bonds at the ratio 100/5.5
S – number of days starting from 31st calendar day when obligation to pay cash flows appeared until bonds’ expiry date.
Terms of converting bonds to shares:
The period when bonds can be converted to shares according to the application of investor expires on July 1, 2010.
The investor, who acquired the whole bonds issue and chooses to convert to shares all owned bonds, can exercise this right at any time until April 2, 2010, by delivering written application to Invalda AB. Invalda AB obliges to convert to shares all bonds owned by the investor no later than 10 business days from the day when written application was received.
If the investor owns part of the bonds issue and chooses to convert to shares all or a part of bonds, or if the investor owns the whole bonds issue and chooses to convert to shares only part of the owned bonds, investor must deliver to Invalda AB written application on April 2, 2010. In this case bonds will be converted to shares on July 1, 2010.
If the application to convert bonds or part of the bonds to shares isn’t delivered by investor to Invalda AB until April 2, 2010 (inclusive), bonds or part of the bonds are not converted to shares; bonds owned by the investor are redeemed on July 1, 2010.
Invalda’s AB obligations to owners of these convertible bonds may be warranted pledging assets with a market value 1.4 times exceeding the bonds nominal value at the moment of the pledge. The Board of Invalda AB is authorised to pass a decision on pledge of assets.
Main facts about the shares that bonds will be converted to:
– class – ordinary registered shares;
– maximum number of shares bonds can be converted to – 4,545,455 shares;
– nominal value – 1 (one) LTL;
– granted rights – all property and non-proper rights stated in the Articles of Association of Invalda AB. Shares issued converting bonds will be merged with the effectual share issue and could be traded on the Vilnius Stock Exchange from the moment of issues merge.
The decision of the General Meeting of shareholders to issue LTL 25,000,000 non-public convertible bonds is also the decision to increase Company’s share capital by LTL 4,545,455.
The share capital of Invalda will be increased by the amount equal to the total nominal value of shares convertible bonds were converted to if the owner expressed in writing the choice to convert bonds to shares in a period indicated in this part of the decision of the General Meeting of shareholders.
When convertible bonds issue term indicated in this part of the decision of the General Meeting of shareholders expires and the bonds owners express in writing their choice to convert bonds to shares, the Board of Invalda AB is authorised to change in the Articles of Association of Invalda AB the size of the share capital and number of shares and to provide the amended Articles of Association to the Register of Legal Entities. In this case payment for the convertible bonds is considered to be payment for the shares bonds were converted to.
2. Regarding withdrawal for shareholders the right of pre-emption to acquire LTL 25 m convertible bonds.
To withdraw for all shareholders the pre-emptive right to acquire LTL 25 m convertible bonds issue.
The right to acquire all convertible bonds of this issue is granted to RB Finansai UAB, company code 301999571, located at A. Juozapaviciaus str. 9A, Vilnius.
The reason for withdrawal of the pre-emptive right is to secure funds to rearrange the liabilities of Invalda AB.
3. Regarding non-public LTL 50 m convertible bonds issue.
To issue non-public convertible bonds of nominal value LTL 50,000,000.
Total convertible bonds issue size is 500,000 units, the nominal value of one convertible bond is LTL 100.
The convertible bonds of this issue grant the rights:
– to receive nominal value of redeemed bonds or part of bonds as well as annual interest of 9.9% (considering there are 365 days per year). Interest is paid on the redemption day; and/or
– to convert all or part of bonds to ordinary registered shares. One bond of nominal value LTL 100 is to be converted to ordinary registered shares at ratio 5.5 (one bond would be converted into 18.18 shares approximately, final result is to be rounded by arithmetical rules). On a day of registering shares in personal securities account the interest for convertible bonds is to be paid.
Interest is to be calculated according to the formula:
P = SUM (i=1,…..,n) [Di * A * (1+0.099/365*S)],
whereas:
P – interest;
Di – ith accrued cash flow for one ordinary registered Invalda AB share for the period of bonds validity (cash flow – allocated dividends and/or payouts reducing share capital);
A – number of issued new shares converting bonds at the ratio 100/5.5
S – number of days starting from 31st calendar day when obligation to pay cash flows appeared until bonds’ expiry date.
Terms of converting bonds to shares:
The period when bonds can be converted to shares according to the application of investor expires on July 1, 2010.
The investor, who acquired the whole bonds issue and chooses to convert to shares all owned bonds, can exercise this right at any time until April 2, 2010, by delivering written application to Invalda AB. Invalda AB obliges to convert to shares all bonds owned by the investor no later than 10 business days from the day when written application was received.
If the investor owns part of the bonds issue and chooses to convert to shares all or a part of bonds, or if the investor owns the whole bonds issue and chooses to convert to shares only part of the owned bonds, investor must deliver to Invalda AB written application on April 2, 2010. In this case bonds will be converted to shares on July 1, 2010.
If the application to convert bonds or part of the bonds to shares isn’t delivered by investor to Invalda AB until April 2, 2010 (inclusive), bonds or part of the bonds are not converted to shares; bonds owned by the investor are redeemed on July 1, 2010.
Invalda’s AB obligations to owners of these convertible bonds may be warranted pledging assets with a market value 1.4 times exceeding the bonds nominal value at the moment of the pledge. The Board of Invalda AB is authorised to pass a decision on pledge of assets.
Main facts about the shares that bonds will be converted to:
– class – ordinary registered shares;
– maximum number of shares bonds can be converted to – 9,090,909 shares;
– nominal value – 1 (one) LTL;
– granted rights – all property and non-proper rights stated in the Articles of Association of Invalda AB. Shares issued converting bonds will be merged with the effectual share issue and could be traded on the Vilnius Stock Exchange from the moment of issues merge.
The decision of the General Meeting of shareholders to issue LTL 50,000,000 non-public convertible bonds is also the decision to increase Company’s share capital by LTL 9,090,909.
The share capital of Invalda will be increased by the amount equal to the total nominal value of shares convertible bonds were converted to if the owner expressed in writing the choice to convert bonds to shares in a period indicated in this part of the decision of the General Meeting of shareholders.
When convertible bonds issue term indicated in this part of the decision of the General Meeting of shareholders expires and the bonds owners express in writing their choice to convert bonds to shares, the Board of Invalda AB is authorised to change in the Articles of Association of Invalda AB the size of the share capital and number of shares and to provide the amended Articles of Association to the Register of Legal Entities. In this case payment for the convertible bonds is considered to be payment for the shares bonds were converted to.
4. Regarding withdrawal for shareholders the right of pre-emption to acquire LTL 50 m convertible bonds.
To withdraw for all shareholders the pre-emptive right to acquire LTL 50 m convertible bonds issue.
The right to acquire all convertible bonds of this issue is granted to Ms Indre Miseikyte.
The reason for withdrawal of the pre-emptive right is to secure funds to rearrange the liabilities of Invalda AB.
5. Regarding public LTL 30 m convertible bonds issue.
To issue public convertible bonds of nominal value LTL 30,000,000.
Total convertible bonds issue size is 300,000 units, the nominal value of one convertible bond is LTL 100.
The convertible bonds of this issue on July 1, 2010 grant the rights:
– to receive nominal value of redeemed bonds or part of bonds as well as annual interest of 9.9% (considering there are 365 days per year). Interest is paid on the redemption day; and/or
– to convert all or part of bonds to ordinary registered shares. One bond of nominal value LTL 100 is to be converted to ordinary registered shares at ratio 5.5 (one bond would be converted into 18.18 shares approximately, final result is to be rounded by arithmetical rules). On a day of registering shares in personal securities account the interest for convertible bonds is to be paid. Interest is to be calculated according to the formula:
P = SUM (i=1,…..,n) [Di * A * (1+0.099/365*S)],
whereas:
P – interest;
Di – ith accrued cash flow for one ordinary registered Invalda AB share for the period of bonds validity (cash flow – allocated dividends and/or payouts reducing share capital);
A – number of issued new shares converting bonds at the ratio 100/5.5
S – number of days starting from 31st calendar day when obligation to pay cash flows appeared until bonds’ expiry date.
Owners of the bonds willing to convert all or part of owned bonds to shares of Invalda AB on April 1-2, 2010 (if indicated days are holydays, the consequent days) must deliver to Invalda AB written application. If the application isn’t delivered until April 2, 2010, the bonds won’t be converted to shares.
Invalda’s AB obligations to owners of these convertible bonds may be warranted pledging assets with a market value 1.4 times exceeding the bonds’ nominal value at the moment of the pledge. The Board of Invalda AB is authorised to pass a decision on pledge of assets.
Main facts about the shares that the bonds will be converted to:
– class – ordinary registered shares;
– maximum number of shares bonds can be converted to – 5,454,545 shares;
– nominal value – 1 (one) LTL;
– granted rights – all property and non-proper rights stated in the Articles of Association of Invalda AB. Shares issued converting bonds will be merged with the effectual share issue and could be traded on the Vilnius Stock Exchange from the moment of issues merge.
The right of pre-emption to acquire convertible bond is to be granted to the shareholders in the proportion to the nominal value of shares held on at the end of the tenth business day after the General Shareholders Meeting, which passed the relevant decision.
The shareholders of Invalda AB will be granted the right of pre-emption to acquire convertible bonds of this issue during 14 days after public announcement of the Register of Legal Entities (the first subscription stage).
Within 1 (one) day after the first subscription stage the remaining bonds can be subscribed by shareholders who had the right to acquire convertible bond during the first subscription stage (the second subscription stage). The shareholders during both subscription stages have the right to subscribe such amount of convertible bonds that the total amount of acquired bonds would exceed one convertible bond by 40 ordinary registered shares owned by the shareholder at the end of the tenth business day after this General Meeting of shareholders.
If during the second subscription stage without contravention of the above stated order more than calculated in this decision convertible bonds are issued, the amount of subscribed bonds during the second subscription stage is decreased for all shareholders proportionally.
The Board of Invalda AB is authorised to determine other conditions of the public convertible bonds issue and to announce them according to the laws.
The decision of the General Meeting of shareholders to issue LTL 30,000,000 public convertible bonds is also the decision to increase Company’s share capital by LTL 5,454,545.
The share capital of Invalda will be increased by the amount equal to the total nominal value of shares convertible bonds were converted to if the owner expressed in writing the choice to convert bonds to shares in a period indicated in this part of the decision of the General Meeting of shareholders.
When convertible bonds issue term indicated in this part of the decision of the General Meeting of shareholders expires and the bonds owners express in writing their choice to convert bonds to shares, the Board of Invalda AB is authorised to change in the Articles of Association of Invalda AB the size of the share capital and number of shares and to provide the amended Articles of Association to the Register of Legal Entities. In this case payment for the convertible bonds is considered to be payment for the shares bonds were converted to.
6. Regarding Invalda AB share capital increase related to issues of convertible bonds.
To change the Articles of Association of Invalda AB and its new revision and to authorise the Board of the Company to change in the Articles of Association of Invalda AB the size of the share capital and number of shares according to Parts 1, 3 and 5 of this decision of the General Meeting of shareholders and to provide the amended Articles of Association to the Register of LegalEntities. As three convertible bond issues according to this decision are issued, the share capital of Invalda AB can be increased and registered in the Register of Legal Entities either separately converting bonds of every issue to shares or simultaneously converting to shares bonds of both non-public issues and separately of the public issue, or converting to shares all bonds at the same time.
7. Approval of the Regulations of the Formation and Activity of the Audit Committee of Invalda AB.
To approve the Regulations of the Formation and Activity of the Audit Committee of Invalda AB (attached thereto).
8. Election of Invalda AB Audit Committee members.
To elect Danute Kadanaite and Tomas Bubinas (independent member) to the Audit Committee of Invalda AB until the end of term of office of the Board.