Vilnius, Lithuania, 2012-05-24 09:32 CEST (GLOBE NEWSWIRE) --
Resolutions of the Extraordinary General Shareholders Meeting of May 24, 2012:
1. On the reduction of the Authorized Capital of the Company by cancelling the shares it was decided:
1. To reduce the Authorized Capital of Invalda, AB for the purpose of cancelling of the shares acquired by the company. The Authorized Capital shall be reduced by LTL 5 755 794 (five million seven hundred fifty five thousand seven hundred and ninety-four) cancelling 5 755 794 (five million seven hundred fifty five thousand seven hundred and ninety-four) ordinary registered shares of Invalda AB at par value of LTL 1 (one). After the cancelling of the shares acquired by the Company, the Authorized Capital of Invalda AB shall make LTL 51 802 146 (fifty-one million eight hundred and two thousand one hundred forty-six) and it will be divided into 51 802 146 (fifty-one million eight hundred and two thousand one hundred forty-six) ordinary registered shares at par value of LTL 1 (one).
2. On the amendment of the Company’s Articles of Association it was decided:
2.1. To approve the amended Articles of Association of the Company. The amended paragraphs 12 and 15 shall be read as follows:
“12. The Authorized capital of the Company shall be LTL 51 802 146 (fifty-one million eight hundred and two thousand one hundred forty-six).”
“15. The Company’s authorized capital is divided into 51 802 146 (fifty-one million eight hundred and two thousand one hundred forty-six) ordinary registered shares.”
2.2. To authorize the President Dalius Kaziunas to sign the revised Articles of Association and complete all other actions related with the amendment of the Articles of Association and registration of the Articles of Association in the Register of Companies.
Draft of the Articles of Association enclosed.
3. On acquisition of own shares of Invalda AB it was decided:
3.1. To acquire shares of Invalda AB through the market of official offer of 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 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 own 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.
3.2. 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.
The person authorized to provide additional information:
Dalius Kaziunas
President
Tel. (8 5) 273 3278
Email: dalius@invalda.lt
