The Management Board of the public joint – stock company INVALDA approved the draft resolutions of the extraordinary General Shareholders Meeting to be held on April 9, 2013:
1. On the split – off of the public joint – stock company INVALDA.
Draft resolution:
1. In accordance with Article 71 of the Law on Companies of the Republic of Lithuania, to split – off a part of the public joint – stock company INVALDA continuing after the split – off under the new name – public joint – stock company Invalda LT – and to form a new company named public joint – stock company Invalda privatus kapitalas on the basis of the assets, equity and liabilities assigned to this part. In accordance with the split – off terms: (i) the annulled shareholders‘ shares in the public joint – stock company INVALDA are at no charge exchanged for the ordinary registered shares in the newly established public joint – stock company Invalda privatus kapitalas; and (ii) the authorized capital of the public joint – stock company INVALDA is reduced accordingly.
2. On the approval of the split – off terms.
Draft resolution:
2. To approve the split – off terms (attached).
3. On the approval of the Articles of Association of the public joint – stock company INVALDA continuing after the split – off under the new name – public joint stock company „Invalda LT“.
Draft resolution:
3. To approve the Articles of Association of the public joint – stock company INVALDA continuing after the split – off under the new name – the public joint – stock company Invalda LT. To authorize Dalius Kaziunas, the President of the public joint – stock company INVALDA to undersign the approved Articles of Association and register them in accordance with the requirements of legal acts.
4. On the approval of the Articles of Association of the split – off company – new public joint – stock company „Invalda privatus kapitalas“.
Draft resolution:
4. To approve the Articles of Association of the split – off company – the public joint – stock company Invalda privatus kapitalas. To authorize Dalius Kaziunas, the President of the public joint – stock company INVALDA, to undersign the approved Articles of Association and register them in accordance with the requirements of legal acts.
Enclosed:
Public Joint – Stock company INVALDA Split – Off terms.
Annex 1. The minutes of the general meeting of shareholders of the public joint – stock company INVALDA dated November 20, 2012.
Annex 2. The set of financial statements of the Company Participating in the Split – Off as of September 30, 2012.
Annex 3. The amended Articles of Association of the Company Participating in the Split – Off.
Annex 4. The Articles of Association of the Split – Off Company.
Annex 5. The report on assessment of the Terms.
Annex 6. The report on the intended Split – Off of the Board of the Company Participating in the Split – Off.
Annex 7. The Groups of the Shareholders.
Annex 8. The list of assets staying in the Company Participating in the Split – Off.
Annex 9. The list of assets to be transferred to the Split – Off Company.
Annex 10. The contracts the rights and liabilities whereof are transferred to the Split – Off Company.
Annex 11. The balance sheet of the Split – Off.
The person authorized to provide additional information:
Dalius Kaziunas
President
Tel. (8 5) 273 3278
Email: [email protected]