The resolutions of the General Shareholders Meeting of Invalda INVL, AB that was held on 30 April 2018:
1. Presentation of the public joint stock company Invalda INVL consolidated annual report for 2017.
Shareholders of the public joint stock company Invalda INVL are presented with the consolidated annual report of the Company for 2017 (there is no voting on this issue of agenda).
2. Presentation of the independent auditor's report on the financial statements and consolidated annual report 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 and consolidated annual report of the Company (there is no voting on this issue of agenda).
3. Approval of the consolidated and stand-alone financial statements for 2017 of the public joint stock company Invalda INVL.
To approve the consolidated and stand-alone financial statements for 2017 of the public joint stock company Invalda INVL.
4. Regarding profit distribution of the public joint stock company Invalda INVL.
To distribute profit ofthe public joint stock company Invalda INVL as follows (thousand EUR):
| 1) Retained earnings (loss) at the beginning of the financial year of the reporting period; | 33,412 |
| 2) Net profit (loss) for the financial year; | 11,307 |
| 3) Profit (loss) not recognized in the income statement of the reporting financial year; | – |
| 4) Transfers from reserves; | 460 |
| from the reserve for the acquisition of own shares | – |
| from the mandatory reserve | – |
| from share premium | – |
| from share based payments reserve | 460 |
| 5) Shareholders contribution to cover loss (if all or part of loss is covered by the shareholders) | – |
| 6) Distributable profit (loss) in total; | 45,179 |
| 7) Profit transfers to the legal reserves; | – |
| 8) Profit transfers to the reserves for own shares acquisition | – |
| 9) Profit transfers to the reserve for granting equity incentives | 900 |
| 10) Profit to be paid as dividends; | – |
| 11) Profit to be paid as annual payments (bonus) and for other purposes; | – |
| 12) Retained earnings (loss) at the end of the financial year. | 44,719 |
5. Withdrawal of members of the Board of Invalda INVL and the election of new Board members.
To withdraw the Board of Invalda INVL in corpore. To elect Alvydas Banys, Indrė Mišeikytė and Darius Šulnis to the Board of Invalda INVL for the new 4 (four) years term of office. Newly elected members of the Board shall start their activities from the date of adoption of this decision.
6. Approval of new wording of Articles of Association of the public joint stock company Invalda INVL.
In accordance with the current Law on Companies of the Republic of Lithuania, to approve the new wording of the Articles of Association of the public joint stock company Invalda INVL (attached), changing the entire text of the Articles of Association (without further amendment of the separate Clauses of the Articles of Association).
To authorize Darius Šulnis, the president of the public joint stock company Invalda INVL, to sign the new wording of the Articles of Association of the public joint stock company Invalda INVL.
7. 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 9 907 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 (including the shares acquired before the adoption of this decision) may be cancelled by the decision of the General Shareholders Meeting or by the decision of the Board granted the right to acquire the shares for the employees upon conditions of the Rules for Granting Equity Incentives, 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 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 28 April 2017 on the acquisition of own shares expires.
8. Approval of Rules for Granting Equity Incentives.
In accordance with the current Law on Companies of the Republic of Lithuania, to approve the Rules for Granting Equity Incentives of the public joint stock company Invalda INVL (attached).
To authorize the Board of Invalda INVL to ensure the proper implementation of the Rules on Granting Equity Incentives.
9. Regarding the specific number of ordinary registered shares of the public joint-stock company Invalda INVL for which during year 2018 employees shall be offered stock 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 2018 to make stock options contracts, on the basis of which, according to the procedures and terms established in stock options contracts, in year 2021 employees will be able to exercise the right to acquire up to 60,000 ordinary registered 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.
Attached:
1. Annual information for 2017 of Invalda INVL and management confirmation;
2. Draft Articles of Association of Invalda INVL;
3. Rules for Granting Equity Incentives;
4. Audit Committee Report.
The person authorized to provide additional information is:
Darius Sulnis, President of Invalda INVL
E-mail [email protected]