The resolutions of the General Shareholders Meeting of Invalda INVL, AB that was held on 28 April 2017:
1. Presentation of consolidated annual report of the public joint-stock company Invalda INVL.
Shareholders of the public joint-stock company Invalda INVL are presented with the consolidated annual report of Invalda INVL for 2016 (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 2016 (There is no voting on this issue of agenda).
3. On the approval of the consolidated and stand-alone financial statements for 2016.
To approve the consolidated and stand-alone financial statements for 2016 of the public joint-stock company Invalda INVL.
4. Regarding the distribution of profit of the public joint-stock company Invalda INVL.
To distribute the profit of the public joint-stock company Invalda INVL for 2016 as follows (thousand EUR):
| 1) Retained earnings (loss) at the beginning of the financial year of the reporting period; | 28,642 |
| 2) Net profit (loss) for the financial year; | 4,770 |
| 3) Profit (loss) not recognized in the income statement of the reporting financial year; | 0 |
| 4) Transfers from reserves; | 0 |
| 5) Shareholders contribution to cover loss (if all or part of loss is covered by the shareholders) | 0 |
| 6) Distributable profit (loss) in total; | 33,412 |
| 7) Profit transfers to the legal reserves; | |
| 8) Profit transfers to the reserves for own shares acquisition | |
| 9) Profit transfers to other reserves; | 0 |
| 10) Profit to be paid as dividends; | 0 |
| 11) Profit to be paid as annual payments (bonus) and for other purposes; | 0 |
| 12) Retained earnings (loss) at the end of the financial year. | 33,412 |
5. Election of the Board members for the new term of office.
To re-elect Alvydas Banys, Indrė Mišeikytė and Darius Šulnis to the Board of Invalda INVL for the new 4 (four) years term of office.
6. Regarding approval of the Regulations of the Audit Committee of Invalda INVL.
To approve the regulations of the Audit Committee of Invalda INVL (enclosed).
7. Election of the Audit Committee members for the new term of office.
To elect Dangutė Pranckėnienė and Tomas Bubinas – 2 (two) independent members – to the Audit Committee of Invalda INVL for the 4 (four) years term of office.
8. Regarding approval of the remuneration for the Audit Committee members.
To set a rate not higher than EUR 145 per hour for a work in the Audit Committee of Invalda INVL. To delegate to the Board of the Company to determine the remuneration payment procedure for the Audit Committee members.
9. Regarding the specific number of ordinary registered shares of the public joint-stock company Invalda INVL for which during year 2017 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 the year 2017 to make stock options contracts, on the basis of which according to the procedures and terms established in stock options contracts in year 2020 employees will be able to exercise the right to acquire up to 130,000 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.
10. Regarding purchase of own shares of the public joint-stock company Invalda INVL.
Until the day of the General Shareholders meeting the reserve for the purchase of own shares which is equal to EUR 10,013 thousand is not used.
To use the reserve (a part of it) for the purchase of own shares and to purchase shares in Invalda INVL under these conditions:
1) The goal for the purchase of own shares – to ensure shareholders a possibility to sell company’s shares.
2) The maximum number of shares to be acquired – the nominal value of own shares may not exceed 1/10 of the share capital.
3) The period during which the company may purchase its own shares – 18 months from the day of this resolution.
4) The maximum and minimal one share acquisition price: the maximum one share acquisition price – value of consolidated equity per one share calculated according to the last publicly announced data of the consolidated equity of Invalda INVL before the decision of the Board; minimum one share acquisition price – EUR 1.
5) The conditions of the selling of the purchased shares and minimal purchase price: Purchased own shares may be cancelled by the decision of the General Shareholders Meeting or sold by the decision of the Board upon the condition that minimum sale price for one share isn’t lower than value of consolidated equity per one share calculated according to the publicly announced data of the consolidated equity of Invalda INVL before the decision of the Board, and the sale procedure will ensure equal possibilities for all shareholders to purchase these shares.
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 organise purchase and sale of own shares, to organise purchase and selling procedure of 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 29 April 2016 on the acquisition of own shares expires.
Attachments:
Invalda INVL audited annual information 2016
Audit's committee report
Regulations of the audit committee