On the initiative and decision of the Company’s Management Board the General Shareholders Meeting of the public joint stock company Invalda INVL (identification code 121304349) is to be held on 29 April 2016 at 16:00 p.m. in the Company’s office Gyneju str. 14, Vilnius.
Registration of the Shareholders will start at 15:30 p.m.
Only the persons who are the shareholders of the Company at the end of the accounting day of the General Shareholders Meeting (22 April 2016) are entitled to participate and to vote at the General Shareholders Meeting.
The agenda of the General Shareholders Meeting of the public joint stock company Invalda INVL includes:
1) Presentation of the public joint-stock company Invalda INVL consolidated annual report.
2) Presentation of the independent auditor’s report on the financial statements of the public joint-stock company Invalda INVL.
3) On the approval of the consolidated and stand-alone financial statements for 2015 of the public joint-stock company Invalda INVL.
4) Regarding the distribution of the public joint-stock company Invalda INVL profit for 2015.
5) Regarding purchase of own shares of the public joint-stock company Invalda INVL.
6) On the approval of the public joint-stock company Invalda INVL Employee Stock Option Policy.
7) Regarding the specific number of ordinary registered shares of the public joint-stock company Invalda INVL for which during year 2016 employees shall be offered options contracts and regarding the price of the shares.
The draft resolutions of the General Shareholders Meeting of the public joint stock company Invalda INVL:
1) Presentation of the public joint-stock company Invalda INVL consolidated annual report.
Shareholders of the public joint-stock company Invalda INVL are presented with the consolidated annual report of Invalda INVL for 2015 (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 2015 (There is no voting on this issue of agenda).
3) On the approval of the consolidated and stand-alone financial statements for 2015 of the public joint-stock company Invalda INVL.
To approve the consolidated and companies financial statements for 2015 of the public joint-stock company Invalda INVL.
4) Regarding the distribution of the public joint-stock company Invalda INVL for 2015.
To distribute the profit of the public joint-stock company Invalda INVL for 2015 as follows:
|
Article |
(thousand EUR) |
|
Retained earnings (loss) at the beginning of the financial year of the reporting period |
24,515 |
|
Net profit (loss) for the financial year |
4,481 |
|
Profit (loss) not recognized in the income statement of the reporting financial year – retained earnings transferred during the split-off |
(4) |
|
Transfers from reserves |
– |
|
from reserve to purchase of own shares |
– |
|
from legal reserve |
– |
|
from share premium |
– |
|
Shareholders contribution to cover loss (if all or part of loss is covered by the shareholders) |
– |
|
Profit distribution: |
28,992 |
|
– Profit transfers to the legal reserves |
– |
|
– Profit transfers to the reserves for own shares acquisition |
– |
|
– Profit transfers to other reserves |
– |
|
– Profit to be paid as dividends |
– |
|
– Profit to be paid as annual payments (bonus) and for other purposes |
– |
|
Retained earnings (loss) at the end of the financial year |
28,992 |
5. Regarding purchase of own shares of the public joint-stock company Invalda INVL.
Executing the resolution of the General Shareholders Meeting on 30 April 2015 on the acquisition of own shares, Invalda INVL purchased its own shares for a total of 550 thousand euros. The remaining amount of the unused reserve for own shares is 10,571 thousand euros.
To use the reserve for the purchase of own shares and to purchase shares in Invalda INVL under these conditions:
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 organize purchase and sale of own shares, to organize purchase and selling procedure 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 2015 on the acquisition of own shares expires.
6. On the approval of the public joint-stock company Invalda INVL employee stock option policy.
To approve Invalda INVL Employee Stock Option Policy (enclosed).
To authorize the Board of Invalda INVL to ensure the proper implementation of Employee Stock Option policy.
7. Regarding the specific number of ordinary registered shares of the public joint-stock company Invalda INVL for which during year 2016 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 year 2016 to make options contracts, on the basis of which according to the procedures and terms established in options contracts in year 2019 employees will be able to exercise the right to acquire 52,906 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.
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 realization of shareholders rights are available at the office of Invalda INVL (Gyneju str. 14, Vilnius) during working hours.
The shareholders are entitled: (i) to propose to supplement the agenda of the General Shareholders Meeting submitting draft resolution on every additional item of agenda or, than 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 by registered mail or delivered in person against signature. The agenda is supplemented if the proposal is received no later than 14 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, by registered mail or delivered in person against signature) 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 by registered mail or delivered in person against signature.
Shareholder participating at the General Shareholders Meeting and having the right to vote must submit documents confirming personal identity. Each shareholder may authorize either a natural or a legal person to participate and to vote on the shareholder’s behalf at the General Shareholders Meeting. 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. 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. The shareholders must inform the Company about power of attorney issued by means of electronic communications no later than before the commencement of registration for the General Shareholders Meeting. The power of attorney issued by means of electronic communications and notice about it must be written and submitted to the Company by means of electronic communications.
Shareholder or its representative may vote in writing by filling general voting bulletin, in such a case the requirement to deliver a personal identity document does not apply. The form of general voting bulletin is presented at the Company’s webpage. If shareholder requests, the Company shall send the general voting bulletin to the requesting shareholder by registered mail or shall deliver it in person against signature no later than 10 days prior to the General Shareholders Meeting free of charge. The filled general voting bulletin must be signed by the shareholder or its authorized representative. Document confirming the right to vote must be added to the general voting bulletin if authorized person is voting. The filled general voting bulletin must be delivered to Invalda INVL, AB by registered mail (address Gyneju str. 14, LT 01109 Vilnius, Lithuania) or in person against signature no later than before the day of the General Shareholders Meeting.
The Company does not provide opportunities to participate and vote at the meeting by electronic means. Information related with the convened General Shareholders Meeting (notice on convocation of General Shareholders Meeting, information about Company’s shares, draft resolution, etc.) are available at Company’s webpage www.invaldainvl.lt
Attachments:
1. Invalda INVL annual information 2015
2. General ballot paper for voting in writing
3. Employee Stock Option Policy
The person authorized to provide additional information:
Darius Sulnis
President
Phone +370 5279 0601
E-mail: [email protected]