Invalda AB
Code 121304349
Registered address Šeimyniškių str. 1A, LT-09312 Vilnius
Data collected and stored in the Register of Legal Entities Vilnius branch
MINUTES OF THE GENERAL MEETING OF SHAREHOLDERS NO. 1
30th of April, 2012 Vilnius
1. At the end of the accounting day of the General Shareholders Meeting and the day of the General Shareholders Meeting shares of Invalda AB provide in total of 57 557 940 (fifty seven million five hundred fifty seven thousand nine hundred and forty) votes.
2. 9 (nine) official General Voting Bulletins (3.621.892 votes) were provided for the Company, they are attached to these Minutes.
3. 6 (six) Powers of Attorney were provided to the General Shareholders Meeting. All the Powers of Attorney are legal according to the formal requirements of the law. The Powers of Attorney are attached to these Minutes.
4. The Company was provided with 5 (five) agreements about the voting rights.
5. Shareholders, holding 38.820.700 shares and 34.366.985 votes are represented in the General Shareholders Meeting.
According to the Lithuanian Company Law Article, paragraph No 27, part No.1, General Shareholders Meeting is valid and can make decisions.
THE VOTING RESULTS
1. Auditor‘s report.
There is no voting on this issue of the agenda.
2. Consolidated annual report for 2011.
There is no voting on this issue of the agenda.
3. CONSIDERED
Approval of Company’s standalone and consolidated financial statements for 2011.
VOTED: a total of 34.366.985 votes voted, i.e. 59.7 percent of the share capital.
„For“ voted 34.366.985 votes (out of them 3.621.892 votes voted in advance in writing);
„Against“ – 0 votes.
DECIDED:
To approve the Company’s standalone and consolidated financial statements for 2011.
4. CONSIDERED:
Distribution of the Company’s profit (loss) of 2011.
VOTED: a total of 34.366.985 votes, i.e. 59.7 percent of the share capital.
„For“ voted 34.293.754 votes (out of them 3.621.892 votes voted in advance in writing);
„Against“ – 73.231 votes.
DECIDED:
To approve the distribution of Company’s profit (loss) of 2011:
1) Retained earnings (loss) at the end of
the last financial year: 0 litas (0 euro);
2) Net profit (loss) for the financial year: 274 870 348 litas (79 607 955 euro);
3) Profit (loss) not recognized in the income statement
of the reporting financial year: 0 litas (0 euro);
4) Transfers from reserves: 0 litas (0 euro);
5) Shareholders contributions to cover loss: 0 litas (0 euro);
6) Distributable profit (loss) in total: 274 870 348 litas (79 607 955 euro);
7) Profit transfers to the legal reserves: 5 755 794 litas (1 666 993 euro);
8) Profit transfers to the reserves for
own shares acquisition: 269 114 554 litas (77 940 962 euro);
9) Profit transfers to other reserves: 0 litas (0 euro);
10) Profit to be paid as dividends: 0 litas (0 euro);
11) Profit to be paid as annual payments (bonus)
to Management Board members, employees
and for other purposes: 0 litas (0 euro);
12) Retained earnings (loss) at the end of the
financial year carried forward to the next financial year: 0 litas (0 euro).
5. CONSIDERED:
On acquisition of own shares.
VOTED: a total of 34.366.985 votes voted, i.e. 59.7 percent of the share capital.
„For“ voted 34.366.985 votes (3.621.892 votes voted in advance in writing);
„Against“ – 0 votes.
DECIDED:
5.1. To acquire shares of Invalda AB through the tender offer in NASDAQ OMX Vilnius AB in accordance with procedures laid down in the legal acts regulating this market.
1) The purpose of acquisition of own shares – (i) to pay excessive funds to the Company’s shareholders giving them an opportunity to decide on themselves regarding the disposal of shares; (ii) to decrease a difference between the Company‘s net asset value and its current share market price.
2) The maximum number of shares to be acquired: the nominal value of own shares may not exceed 10 % of the Company‘s share capital.
3) The period during which the Company may acquire its own shares – 12 months from the day of this resolution.
4) The maximum share acquisition price – 5.00 euro (17.26 litas), minimum share acquisition price – 1 euro (3.45 litas).
5) The acquired treasury shares may be annulled. In case if the own shares are sold, the minimum price of sale of own shares shall be equal to the price at which they were acquired. The procedure of selling the shares shall ensure equal opportunities for all shareholders to acquire the said shares.
5.2. The Board of the Company is delegated on the basis of this resolution and the Law on companies of the Republic of Lithuania to organize purchase and sale of the own shares, 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 acquisition of own shares.
6. CONSIDERED:
Election of the Board member.
VOTED: a total of 34.366.985 votes voted, i.e. 59.7 percent of the share capital.
„For“ voted 34.366.985 votes (out of them 3.621.892 votes voted in advance in writing);
„Against“ – 0 votes.
DECIDED:
To elect the Indre Miseikyte to the Board of the Company until the end of the term of office of the current Board.