The public joint-stock company Invalda INVL (hereinafter may be referred as the Company)on 8 April 2020 announced about convocation of the General Shareholders Meeting of the Company. The General Shareholders Meeting of the Company is to be held on 30 April 2020. The announcement regarding the convocation and agenda of the General Shareholders Meeting is published here: https://www.invaldainvl.com/1/en/articles/articles/view/3700/convocation-of-the-ordinary-general-shareholders-meeting
Due to the prolonged audit process, on 8 April 2020 the Company announced only a part of the draft resolutions of the General Meeting of Shareholders. The announcement regarding the draft resolutions of the General Shareholders Meeting is published here: https://www.invaldainvl.com/1/en/articles/articles/view/3701/draft-resolutions-prepared-by-the-board-for-the-shareholders
On 29 April 2020 after the completion of the audit process, the Board of the Company approved the consolidated annual report for 2019, got acquainted with the annual financial statements for 2019 and the auditor's report; the Board submits the draft profit (loss) distribution to the General Shareholders Meeting of the Company to be held on 30 April 2020:
Please note that although the draft decisions on the agenda items from No 5 to No. 8 announced on 8 April 2020 remain unchanged (the announcement regarding the draft resolutions of the General Shareholders Meeting is published here: https://www.invaldainvl.com/1/en/articles/articles/view/3701/draft-resolutions-prepared-by-the-board-for-the-shareholders), for the convenience of the shareholders, in this notice on the supplementation of draft resolutions, we announce draft resolutions on all issues on the agenda of the Company's General Meeting of Shareholders..
Draft resolutions of the General Shareholders Meeting:
1. Presentation of the public joint stock company Invalda INVL consolidated annual report for 2019.
Shareholders of the public joint stock company Invalda INVL are presented with the consolidated annual report of the Company for 2019. 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 2019 of the public joint stock company Invalda INVL.
To approve the consolidated and stand-alone financial statements for 2019 (attached) of the public joint stock company Invalda INVL.
4. Resolution 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; | 45,582 |
| 2) Net profit (loss) for the financial year; | 20,827 |
| 3) Profit (loss) not recognized in the income statement of the reporting financial year – impact of applied new standards; | |
| 4) Transfers from reserves; | 0 |
| from the reserve for the acquisition of own shares | |
| from the mandatory reserve | |
| from share premium | |
| from share based payments reserve | |
| 5) Shareholders contribution to cover loss (if all or part of loss is covered by the shareholders) | 0 |
| 6) Distributable profit (loss) in total; | 66,409 |
| 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 | |
| 10) Profit to be paid as dividends*; | (9,288) |
| 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. | 57,121 |
* Allocated EUR 0.80 per share
5. Resolution 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 9,873 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 is 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 is taken; 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 is taken, 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 30 April 2019 on the acquisition of own shares expires.
6. Resolution regarding the specific number of ordinary registered shares of the public joint-stock company Invalda INVL for which during year 2020 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%or more of shares, during the year 2020 to sign stock options contracts, on the basis of which, according to the procedures and terms established in stock options contracts, in year 2023 employees will be able to exercise the right to acquire up to 175,000 ordinary registered shares of Invalda INVL of EUR 0.29 nominal value, by paying for every acquired share EUR 1 (one). If a decision requiring payments to shareholders were made prior to the signing of the share purchase agreement, the transfer price of 1 (one) euro per share would be recalculated by reducing it by the amount paid per share. 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.
7. Resolution regarding the realization of share options granted to Invalda INVL Group employees in 2017
Pursuant to the decision of the General Meeting of Shareholders of 28 April 2017, on the basis of which option agreements on 80,571 ordinary registered shares of Invalda INVL were concluded with the employees of Invalda INVL and companies in which more than 50% of shares are owned by Invalda INVL, to establish that the right of employees to acquire the said shares is realized by transferring to the employees no more than 80,571 own shares acquired by the company.
To establish that when exercising the share options granted in 2017, the transfer price of the company's own shares is 1 (one) euro per share. If prior to concluding the share purchase agreement the General Meeting of Shareholders makes a decision on dividend payment or other decisions determining payments to shareholders and the share purchase agreement is concluded and ownership of the shares is transferred later than the record date, according to the decision of the General Meeting of Shareholders of 30 April 2018, the transfer price is recalculated in order to maintain the economic logic of the share purchase agreement and the balance of interests of the parties, i.e. the transfer price of 1 (one) euro share is reduced by the amount allocated to the share.
8. Resolution on approval of the Remuneration Policy of the public joint-stock company Invalda INVL.
1) To approve the Remuneration Policy of Invalda INVL AB, which would come into force on the day of its approval.
2) To instruct the head of the company to publish the Remuneration Policy on the company's website and to ensure the proper implementation of the Remuneration Policy.
Attached:
2019 consolidated financial statement and annual report together with auditor's report
Approval of responsible persons
Draft Remuneration Policy
Ballot paper
Person authorised to provide additional information:
Darius Šulnis
President of Invalda INVL
E-mail [email protected]