Invalda AB Material Event 25-11-2005
Notice of the Extraordinary General Meeting, registration of amended bylaws
3.1. Resolutions of the Board Meeting of AB Invalda (the “Company”) dated
25 November, 2005:
1. On 12 January 2006 to call extraordinary shareholders meeting. Shareholders meeting
will be held on 11:00 in the hotel “Holliday Inn” located at Šeimyniškių g. 1, Vilnius.
Shareholders registration shall start from 10:30.
To propose following shareholders meeting agenda:
1. Changes in the quantity of Company’s Board members.
2. Amendments to bylaws of the Company.
3. Recall of the Company’s Board.
4. Election of the Company’s Board.
5. Approval of preparations of AB Invalda and UAB Pozityvios investicijos
reorganization conditions.
To resolve that accounting date for the shareholders for the extraordinary shareholder meeting
to be held on 12 January 2006 is 5 January 2006.
2. To approve following draft resolutions for the extraordinary shareholder meeting of
AB “Invalda”
Draft resolutions:
1. Changes in the quantity of Company’s Board members.
Draft resolution:
To change the quantity of Board members from 3 (three) to 4 (four) members.
2. Amendments to bylaws of the Company.
Draft resolution:
1) Amend Article 22 of Company’s bylaws and approve new edition of this Article:
“The Board shall be a collegial management body. The Board shall comprise 4 (four)
members serving a 4-year term. The Board shall elect the Board Chairperson from its
members.”
2) To make amendments to bylaws of the Company and to approve new edition.
3) To authorize the Company president to sign the bylaws of the Company and
other documents with amendments made and to register amended bylaws with the
official authorities.
3. Recall of the Company’s Board.
Draft resolution:
To recall the Board members of the Company. The Board shall finish its activity from
the day of registration of the amended bylaws.
4. Election of the Company’s Board.
Draft resolution:
Nominate Alvydas Banys, Vytaytas Bučas, Dailius Juozapas Mišeikis and Darius Šulnis
for election to the Board members. New Board shall start its activity from the day of
registration of the amended bylaws.
5. Approval of preparations of AB Invalda and UAB Pozityvios investicijos reorganization
conditions.
Draft resolution:
1) According to article 63 part 1 of Law on Companies of the Republic of Lithuania,
to approve reorganization of AB Invalda and UAB Pozityvios investicijos by way of merger,
whereby UAB Pozityvios investicijos transfers all its assets and liabilities to AB Invalda.
UAB Pozityvios investicijos will be reorganized into AB Pozitvios investicijos before merger.
2) To authorize the Board of the Company to prepare conditions for reorganization and to
announce them according to the laws until 1 March 2006.
3. To recall president of the Company Algirdas Bučas and to elect Darius Šulnis as president
of the Company from 1 January 2006.
3.2. Amended bylaws with authorized capital of LTL 41 734 662 of AB Invalda were
registered on 24 November 2005.
Alvydas Banys
Vice-president