Resolutions of Extraordinary General Meeting
The Extraordinary General Meeting of AB Invalda (the “Company”) dated 21 November, 2005 resolved:
1. To increase Company’s authorized capital by LTL 1 317 323, from LTL 40 417 339 to
LTL 41 734 662, by issuing 1 317 323 ordinary registered shares with par value of LTL 1
(one) and to approve the following order of subscription for the newly issued shares:
1.1. shares are issued with at issue price of LTL 12,70, which is equal to the price of common
registered shares of AB “Invalda” with the par value of LTL 1 set on the Vilnius stock exchange
on 18 October 2005;
1.2. subscription for shares will commence on the second business day after Company’s shareholders meeting which approves decision on the increase of the registered capital,
subscription will last for the period of seven days, during this period share subscription
agreements have to be signed;
1.3. share issue is non public;
1.4. subscribed shares are paid in cash;
1.5. full share issue price has to be paid on the date of share subscription agreement;
1.6. shares will be subscribed in the Company’s headquarters at Šeimyniškių g. 3, Vilnius,
Republic of Lithuania, during regular business days and business hours;
1.7. to authorize Company’s board to amend value of authorized capital and to change
Company’s bylaws accordingly, in the case if not all issued shares are subscribed;
1.8. Company’s management is authorized to sign documents related to registration of
Company’s share issue and subscription of newly issued shares
1.9. Company’s management board is authorized to resolve all maters related to this share
issue which are not resolved by the decisions of this shareholders meeting .
2.1. To revoke preemptive rights to acquire newly issued shares of the Company of all
Company shareholders.
2.2. To grant exclusive right to acquire newly issued Company’s shares to Mr. Darius Šulnis, personal number 37101210425, residing at Bitininkų str. 4c-30, Vilnius.
2.3. Reason for revocation of preemptive right – to increase efficiency of management of
AB “Invalda” and to achieve more transparent shareholder structure, it was resolved to acquire
from Darius Šulnis AB FMI FINASTA 8500 common registered shares with par value LTL 100
each, the 25 percent of the total share capital, AB „SANITAS“ 170 000 common registered
shares with par value LTL 5 each, the 7.7 percent of the total share capital and
UAB „INVALDA REAL ESTATE“ 1771 common registered shares, the 25 percent of
the total share capital and to increase Company’s authorized capital by issuing 1 317 323
ordinary registered shares with par value LTL 1 each, granting the exclusive right to acquire
all newly issued shares to Mr. Darius Šulnis, personal number 37101210425, residing
at Bitininkų str. 4c-30, Vilnius.
3.1. After the subscription of the new issue the following amendments of Article 12 and 15 in
the Statute of the Company will be made:
“12. Company share capital is 41 734 662 (forty one million seven hundred thirty four thousand
six hundred sixty two) Litas.”
“15. Company share capital is divided to 41 734 662 (forty one million seven hundred thirty
four thousand six hundred sixty two) common registered shares.”
3.2. To authorize the Company manager Algirdas Bučas to sign the bylaws of the Company
and other documents with amendments made, to register amended bylaws with the
official authorities and to perform other related activities.
Alvydas Banys
Vice-president