Following the conditions of the split – off and taking into account the fact that the public joint-stock company INVALDA, participating in the split-off procedure possesses 6.279.557 units of treasury shares, the Board of the public joint – stock company INVALDA, participating in the split – off, continuing activity after the split – off under the new name Invalda LT, on May 27, 2013 approved the amended authorised capital of the public joint – stock company INVALDA, participating in the split – off, continuing activity after the split – off under the new name Invalda LT, and the authorised capital of the split-off public joint-stock company Invalda Privatus Kapitalas as follows: the authorised capital of the public joint-stock company INVALDA, participating in the split – off continuing activity after the split – off under the new name Invalda LT totals to 24.833.551 Litas, it is divided into 24.833.551 ordinary registered shares with nominal value 1 (one) Litas per share; the authorised capital of split-off public joint – stock company Invalda Privatus Kapitalas totals to 20.689.038 Litas, it is divided into 20.689.038 ordinary registered shares with nominal value 1 (one) Litas per share.
Resolutions of the Extraordinary General Shareholders Meeting of the public joint-stock company INVALDA, participating in the split-off tems, after the split-off tems continuing activity under the new name the public joint-stock company Invalda LT, held on May 28, 2013:
1.On the amendment of the authorized capital and number of shares of the public joint – stock company INVALDA, participating in the split – off continuing activity after the split – off under the new name Invalda LT, and split – off company Invalda Privatus Kapitalas in accordance with the split – off tems, it was decided:
1.1.Taking into consideration that:
(i) the split – off terms and Articles of Association of the public joint – stock company INVALDA participating in the split – off, continuing activity after the split – off under the new name Invalda LT, as well as Articles of Association of the split – off company public joint – stock company Invalda Privatus Kapitalas were approved by the General Shareholders Meeting of the public joint – stock company INVALDA on April 9, 2013;
(ii) the approved split – off terms of the public joint – stock company INVALDA provide the condition that the treasury shares, acquired by the public joint – stock company INVALDA within the time – period from the drawing – up of the split – off terms till the present General Shareholders Meeting (Second Meeting of the company participating in the split – off), will not be exchanged into the shares in the split – off company public joint – stock company Invalda Privatus Kapitalas, but annulled on the basis of the split – off terms.
According to the split – off terms, the annulment of the treasury shares do not change the ratio of division of the share capital and allocation of the shares during the split – off, i.e. in all cases after the split – off:
– the authorized capital of the public joint – stock company INVALDA continuing activity after the split – off under the new name Invalda LT, will equal to 54,552151 percent of the authorized capital of the public joint – stock company INVALDA reduced by the nominal value of the treasury shares;
– the authorized capital of the public joint – stock company Invalda Privatus Kapitalas will equal to 45,447849 percent of the authorized capital of the public joint – stock company INVALDA reduced by the nominal value of the treasury shares.
The Board of the split – off company INVALDA is delegated to specify accordingly the Articles of Association of the public joint – stock company INVALDA, continuing activity after the split – off under the new name Invalda LT and public joint – stock company Invalda Privatus Kapitalas and provide the amended wordings of the Articles of Association to the Second Meeting of the company participating in the split – off for the approval;
(iii) from the day of the drawing – up of the split – off terms until the Second Meeting of the company participating in the split – off, the public joint – stock company INVALDA acquired 6.279.557 treasury shares;
(iv) taking into consideration the requirements of the split – off terms, the Board of the public joint – stock INVALDA provides on May 27, 2013 specified Articles of Association of the public joint – stock company INVALDA continuing activity after the split – off under the new name Invalda LT and Articles of Association of the public joint – stock company Invalda Privatus Kapitalas to the Second Meeting of the company participating in the split – off for the approval;
it was decided:
On the basis of the provisions of paragraph 5 of Article 67 of the Law on Companies of the Republic of Lithuania and split – off terms, the treasury shares acquired by the public joint – stock company INVALDA until this General Shareholders Meeting will not be exchanged into the shares in the split – off company public joint – stock company Invalda Privatus Kapitalas, but annulled on the basis of the split – off terms, allocating the authorized capital of the public joint – stock company INVALDA and ordinary registered shares, apart treasury shares, (as well as the assets, equity and liabilities), as follows:
– to allocate 54,552151 percent, i.e. 24.833.551 litas of the authorized capital and 24.833.551 units of ordinary registered shares with nominal value – 1 (one) litas per share to the public joint – stock company INVALDA continuing activity after the split – off under the new name Invalda LT;
– to allocate 45,447849 percent i.e. 20.689.038 litas of the authorized capital and 20.689.038 ordinary registered shares with nominal value – 1 (one) litas per share to the joint – stock company Invalda Privatus Kapitalas.
2. On the approval of the Articles of Association of the public joint – stock company INVALDA participating in the split – off continuing its activity after the split – off under the new name Invalda LT, it was decided:
2.1 To amend articles 9 and 12 of the Articles of Association of the public joint – stock company INVALDA participating in the split – off continuing activity after the split – off under the new name Invalda LT as follows:
„9. The authorized capital of the Company is LTL 24.833.551 (twenty four million eight hundred and thirty tree thousand five hundred and fifty one)“.
„12. The authorized capital of the Company is divided into 24.833.551 (twenty four million eight hundred and thirty tree thousand five hundred and fifty one) ordinary registered shares“.
2.2. To approve in accordance with par. 2.1 above the amended wording of the Articles of Association of the public joint – stock company INVALDA participating in the split – off continuing activity after the split – off under the new name Invalda LT (without separate approval of the amendments of the Articles of Association).
2.3. To authorize the President of the public joint – stock company INVALDA participating in the split – off continuing activity after the split – off under the new name Invalda LT to undersign the amended Articles of Association and perform all actions related to registration of the amended Articles of Association in the Register of Legal Entities.|
Enclosed: The Articles of Association of Invalda LT, AB
3. On the approval of the Articles of Association of the public joint – stock company Invalda Privatus Kapitalas, it was decided:
3.1. To approve the amended articles 7 and 8 of the Articles of Association of the public joint – stock company Invalda Privatus Kapitalas, as follows:
„7. The authorized capital of the Company is LTL 20.689.038 (twenty million six hundred and eighty nine thousand and thirty eight)“.
„8. The authorized capital of the Company is divided into 20.689.038 (twenty million six hundred and eighty nine thousand and thirty eight) ordinary registered shares“.
3.2. To approve in accordance with par. 3.1 above the amended wording of the Articles of Association of the public joint – stock company Invalda Privatus Kapitalas.
3.3. To authorize Dalius Kaziunas, personal code [not to be announced] to undersign the amended Articles of Association and perform all other actions related to registration of the amended Articles of Association in the Register of Legal Entities.“
Enclosed: The Articles of Association of Invalda Privatus Kapitalas, AB
4. On the recall of the Board of the public joint – stock company INVALDA participating in the split – off continuing its activity after the split – off under the new name Invalda LT, it was decided:
4.1. To recall the Board of the public joint – stock company INVALDA participating in the split – off continuing activity after the split – off under the new name Invalda LT.
5. On the election of the Board of the public joint – stock company INVALDA participating in the split – off continuing its activity after the split – off under the new name Invalda LT, it was decided:
5.1. To elect of the Board of the public joint – stock company INVALDA participating in the split – off continuing activity after the split – off under the new name Invalda LT, for the new four-years term of office the following members:
1. Indre Miseikyte
2. Alvydas Banys
3. Darius Sulnis
The person authorized to provide additional information:
Darius Sulnis
President
Tel. +370 5273 4876
E-mail: [email protected]