Vilnius, Lithuania, 2013-05-06 17:05 CEST (GLOBE NEWSWIRE) -- Following the conditions of the split – off terms, 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“, approved the following resolutions of the General Shareholders Meeting of 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 terms.
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 be 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 be 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 _______________treasury shares;
(iv) taking into consideration the requirements of the split – off terms, the Board of the public joint - stock INVALDA provides the specified on May 28, 2013 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. _________________ litas of the authorized capital and ________________ ordinary registered shares 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. ________________________ litas of the authorized capital and ____________________ ordinary registered shares 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 activity after the split - off under the new name Invalda LT. (attached)
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 __________________ litas”.
“12. The authorized capital of the Company is divided into _______________ 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.
3. On the approval of the Articles of Association of the public joint – stock company Invalda Privatus Kapitalas. (attached)
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 __________________ litas”.
“8. The authorized capital of the Company is divided into _______________ 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.
4. On the recall 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.
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 activity after the split - off under the new name Invalda LT.
5.1. To elect to 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.
2.
3.
The person authorized to provide additional information:
Dalius Kaziūnas
President
Tel. (8 5) 273 3278
Email: dalius@invalda.lt
