Invalda AB
Code 121304349
Registered address Seimyniskiu str. 1A, LT-09312 Vilnius
Data collected and stored in the Register of Legal Entities Vilnius branch
The voting results of the Extraordinary General Shareholders Meeting of Invalda AB
of May 28, 2013
1. At the end of the accounting day of this General Shareholders Meeting shares of Invalda AB provide in total 46,621, 932 votes.
2. The Company has purchased 5,180,214 own shares. Those shares do not provide voting rights. The ownership rights to the acquired shares were transferred to the Company on May 21, 2013, i.e. after the accounting day of this General Shareholders Meeting. According to part 1 of Article 22 of the Law on Companies of the Republic of Lithuania
only persons who are on the list of shareholders at the end of the accounting day may attend and vote in a general shareholders meeting, therefore quorum in this General Shareholders Meeting shall be counted from the amount of votes provided by all shares issued by the Company, i.e. from 46,621,932 votes.
3. The General Shareholders Meeting was provided with 8 (eight) valid General Voting Bulletins (28,496,231 votes) and 6 (six) Powers of Attorney; all of them meet law requirements.
4. The Company was provided with 1 (one) agreement about the transfer of rights.
5. Shareholders, holding 31,727,629 shares and 30,817,479 votes are represented in the General Shareholders Meeting.
According to part 1 of Article 27 of the Law on Companies of the Republic of Lithuania, this Ordinary General Shareholders Meeting is valid and has a right make decisions.
THE VOTING RESULTS:
1. CONSIDERED:
On the amendment of the authorized capital and number of shares of the public joint – stock company INVALDA, participating in the split – off, continuing activity after the split – off under the new name Invalda LT, and split – off company Invalda Privatus Kapitalas in accordance with the split – off terms.
VOTED: a total of 30,817,479 votes voted, i.e. 66.1 percent of the share capital.
„For“ voted 30,817,479 votes (out of them 28,496,231 votes voted in advance in writing);
„Against“ – 0 votes.
DECIDED:
Taking into consideration that:
(i) the split – off terms and Articles of Association of the public joint – stock company INVALDA participating in the split – off, continuing activity after the split – off under the new name Invalda LT, as well as Articles of Association of the split – off company public joint – stock company Invalda Privatus Kapitalas were approved by the General Shareholders Meeting of the public joint – stock company INVALDA on April 9, 2013;
(ii) the approved split – off terms of the public joint – stock company INVALDA provide the condition that the treasury shares, acquired by the public joint – stock company INVALDA within the time – period from the drawing – up of the split – off terms till the present General Shareholders Meeting (Second Meeting of the company participating in the split – off), will not be exchanged into the shares in the split – off company public joint – stock company Invalda Privatus Kapitalas, but annulled on the basis of the split – off terms.
According to the split – off terms, the annulment of the treasury shares do not change the ratio of division of the share capital and allocation of the shares during the split – off, i.e. in all cases after the split – off:
– the authorized capital of the public joint – stock company INVALDA, continuing activity after the split – off under the new name Invalda LT, will equal to 54,552151 percent of the authorized capital of the public joint – stock company INVALDA reduced by the nominal value of the treasury shares;
– the authorized capital of the public joint – stock company Invalda Privatus Kapitalas will equal to 45,447849 percent of the authorized capital of the public joint – stock company INVALDA reduced by the nominal value of the treasury shares.
The Board of the split – off company INVALDA is delegated to specify accordingly the Articles of Association of the public joint – stock company INVALDA, continuing activity after the split – off under the new name Invalda LT and public joint – stock company Invalda Privatus Kapitalas and provide the amended wordings of the Articles of Association to the Second Meeting of the company participating in the split – off for the approval;
(iii) from the day of the drawing – up of the split – off terms until the Second Meeting of the company participating in the split – off, the public joint – stock company INVALDA acquired 6.279.557 treasury shares;
(iv) taking into consideration the requirements of the split – off terms, the Board of the public joint – stock INVALDA provides on May 27, 2013 specified Articles of Association of the public joint – stock company INVALDA continuing activity after the split – off under the new name Invalda LT and Articles of Association of the public joint – stock company Invalda Privatus Kapitalas to the Second Meeting of the company participating in the split – off for the approval;
it was decided:
on the basis of the provisions of paragraph 5 of Article 67 of the Law on Companies of the Republic of Lithuania and split – off terms, the treasury shares acquired by the public joint – stock company INVALDA until this General Shareholders Meeting will not be exchanged into the shares of the split – off company public joint – stock company Invalda Privatus Kapitalas, but annulled on the basis of the split – off terms, allocating the authorized capital of the public joint – stock company INVALDA and ordinary registered shares, apart treasury shares, (as well as the assets, equity and liabilities), as follows:
– to allocate 54,552151 percent, i.e. 24.833.551 litas of the authorized capital and 24.833.551 ordinary registered shares with nominal value 1 (one) litas per share to the public joint – stock company INVALDA continuing activity after the split – off under the new name Invalda LT;
– to allocate 45,447849 percent i.e. 20.689.038 litas of the authorized capital and 20.689.038 ordinary registered shares with nominal value 1 (one) litas per share to the joint – stock company Invalda Privatus Kapitalas.
2. CONSIDERED:
On the approval of the Articles of Association of the public joint – stock company INVALDA participating in the split – off continuing activity after the split – off under the new name Invalda LT.
VOTED: a total of 30,817,479 votes voted, i.e. 66.1 percent of the share capital.
„For“ voted 30,817,479 votes (out of them 28,496,231 votes voted in advance in writing);
„Against“ – 0 votes.
DECIDED:
-To amend articles 9 and 12 of the Articles of Association of the public joint – stock company INVALDA participating in the split – off continuing activity after the split – off under the new name Invalda LT as follows:
“9. The authorized capital of the Company is LTL 24.833.551 (twenty four million eight hundred and thirty tree thousand five hundred and fifty one)”.
“12. The authorized capital of the Company is divided into 24.833.551 (twenty four million eight hundred and thirty tree thousand five hundred and fifty one) ordinary registered shares”.
-To approve in accordance with the above mentioned par. 2.1 above the amended wording of the Articles of Association of the public joint – stock company INVALDA, participating in the split – off, continuing activity after the split – off under the new name Invalda LT (without separate approval of the amendments of the Articles of Association).
-To authorize the President of the public joint – stock company INVALDA, participating in the split – off, continuing activity after the split – off under the new name Invalda LT, to undersign the amended Articles of Association and perform all actions related to registration of the amended Articles of Association in the Register of Legal Entities.
3. CONSIDERED
On the approval of the Articles of Association of the public joint – stock company Invalda Privatus Kapitalas.
VOTED: a total of 30,817,479 votes voted, i.e. 66.1 percent of the share capital.
„For“ voted 30,817,479 votes (out of them 28,496,231 votes voted in advance in writing);
„Against“ – 0 votes.
DECIDED:
-To approve the amended articles 7 and 8 of the Articles of Association of the public joint – stock company Invalda Privatus Kapitalas, as follows:
“7. The authorized capital of the Company is LTL 20.689.038 (twenty million six hundred and eighty nine thousand and thirty eight)”.
“8. The authorized capital of the Company is divided into 20.689.038 (twenty million six hundred and eighty nine thousand and thirty eight) ordinary registered shares”.
-To approve in accordance with the above mentioned par. 3.1 above the amended wording of the Articles of Association of the public joint – stock company Invalda Privatus Kapitalas.
-To authorize Dalius Kaziunas, personal code [not to be announced] to undersign the amended Articles of Association and perform all other actions related to registration of the amended Articles of Association in the Register of Legal Entities
4. CONSIDERED:
On the recall of the Board of the public joint – stock company INVALDA participating in the split – off continuing activity after the split – off under the new name Invalda LT.
VOTED: a total of 30,817,479 votes, i.e. 66.1 percent of the share capital.
„For“ voted 30.789.094 votes
„Against“ – 28,385 votes (out of them 28,385 votes voted in advance in writing);
DECIDED:
-To recall the Board of the public joint – stock company INVALDA participating in the split – off continuing activity after the split – off under the new name Invalda LT.
5. CONSIDERED:
On the election of the Board of the public joint – stock company INVALDA participating in the split – off continuing activity after the split – off under the new name Invalda LT.
VOTED:
1. „For“ Indre Miseikyte voted 30,789.094 votes (out of them 28,467,846 votes voted in advance in writing. „Against“ – 28,385 votes (out of them 28,385 votes voted in advance in writing);
2. „For“ Alvydas Banys voted 30,789.094 votes (out of them 28,467,846 votes voted in advance in writing. „Against“ – 28,385 votes (out of them 28,385 votes voted in advance in writing);
3. „For“ Darius Sulnis voted 30,789.094 votes (out of them 28,467,846 votes voted in advance in writing. „Against“ – 28,385 votes (out of them 28,385 votes voted in advance in writing);
DECIDED:
To elect of the Board of the public joint – stock company INVALDA participating in the split – off continuing activity after the split – off under the new name Invalda LT, for the new four-years term of office the following members:
1. Indre Miseikyte;
2. Alvydas Banys;
3. Darius Sulnis.
The person authorized to provide additional information:
Darius Sulnis
President
Tel. +370 5279 0601
E-mail: [email protected]