Vilnius, Lithuania, 2014-04-07 15:13 CEST (GLOBE NEWSWIRE) -- On the initiative and decision of the Company's Management Board the General Shareholders Meeting of Invalda LT, AB (identification code 121304349, the registered address Seimyniskiu str. 1A, Vilnius, Lithuania) is to be held on 28 April 2014 at 8:30 a.m. in the Company's office (Seimyniskiu str. 1, Vilnius).
Registration of the shareholders will start at 8:00 a.m. Only the persons who are the shareholders of the Company at the end of the accounting day of the General Shareholders Meeting (18 April 2014) are entitled to participate and to vote at the General Shareholders meeting.
The Management Board of Invalda LT on 7 April 2014 decided to supplement the agenda of the Shareholders Meeting that is to be held on 28 April 2014, with the following questions:
- Auditor‘s report.
- Consolidated annual report for 2013.
- Approval of Company's and consolidated financial statements for 2013.
- Distribution of Company's profit (loss) of 2013.
The supplemented agenda of the General Shareholders Meeting of Invalda LT, AB:
1. Regarding the split-off of Invalda LT, AB.
2. Regarding approval of the split-off terms of Invalda LT, AB.
3. Regarding the approval of Articles of Association of the public joint-stock company Invalda LT, the company participating in the split-off.
4. Regarding the approval of Articles of Association of the split-off public joint-stock company INVL Technology.
5. Regarding the approval of Articles of Association of the split-off public joint-stock company INVL Baltic Farmland.
6. Regarding the approval of Articles of Association of the split-off public joint-stock company INVL Baltic Real Estate.
7. Regarding the registered offices of the split-off public joint-stock companies.
8. Auditor‘s report.
9. Consolidated annual report for 2013.
10. Approval of Company's and consolidated financial statements for 2013.
11. Distribution of Company's profit (loss) of 2013.
The supplemented draft resolutions of the General Shareholders Meeting of Invalda LT, AB:
1. Regarding the split-off of Invalda LT, AB.
Invalda LT, AB participates in the split-off that is conducted under Article 71 of the Law on Companies of the Republic of Lithuania.
According to the split-off terms of Invalda LT, to split off part of the public joint - stock company Invalda LT, which continues its activity, and on the basis of the assets, equity and liabilities assigned to this part to form the following new legal entities: public joint - stock company INVL Technology, public joint - stock company INVL Baltic Real Estate, public joint - stock company INVL Baltic Farmland.
The annulled Shareholders‘ shares in the public joint – stock company Invalda LT are at no charge exchanged for the ordinary registered shares in the following newly established companies: public joint – stock company INVL Technology, public joint – stock company INVL Baltic Real Estate and a public joint – stock company INVL Baltic Farmland. The authorized capital of the public joint – stock company Invalda LT is reduced accordingly.
2. Regarding approval of the split-off terms of Invalda LT, AB.
To approve the split-off terms of Invalda LT, AB.
3. Regarding the approval of Articles of Association of the public joint-stock company Invalda LT, the company participating in the split-off.
To approve Articles of Association of Invalda LT, the company participating in the split-off, and to authorise Darius Sulnis to undersign the approved Articles of Association.
4. Regarding the approval of Articles of Association of the split-off public joint-stock company INVL Technology.
To approve Articles of Association of the split-off company INVL Technology and to authorise Darius Sulnis to undersign the approved Articles of Association.
5. Regarding the approval of Articles of Association of the split-off public joint-stock company INVL Baltic Farmland.
To approve Articles of Association of the split-off company INVL Baltic Farmland and to authorise Darius Sulnis to undersign the approved Articles of Association.
6. Regarding the approval of Articles of Association of the split-off public joint-stock company INVL Baltic Real Estate.
To approve Articles of Association of the split-off company INVL Baltic Real Estate and to authorise Darius Sulnis to undersign the approved Articles of Association.
7. Regarding the registered offices of the split-off public joint-stock companies.
To register offices of the split-off companies INVL Technology, INVL Baltic Real Estate and INVL Farmland at Seimyniskiu str. 1, Vilnius.
8. Auditor‘s report.
There is no voting on this issue of agenda. It is proposed to get acquainted with Company’s auditor’s report
9. Consolidated annual report for 2013.
There is no voting on this issue of agenda. It is proposed to get acquainted with Company’s consolidated annual report for 2013 (enclosed).
10. Approval of Company's and consolidated financial statements for 2013.
To approve Company's and consolidated financial statements for 2013 (enclosed).
11. Distribution of Company's profit (loss) of 2013.
To approve distribution of Company's profit (loss) of 2013:
1) Retained earnings (loss) at the end of the last financial year: 27,045 thousand litas (7,833 thousand euro);
2) Net profit (loss) for the financial year: LTL 80,990 thousand (EUR 23,456 thousand);
3) Profit (loss) not recognized in the income statement of the reporting financial year – retained earnings transferred during the split-off: LTL -80,897 thousand (EUR -23,429 thousand);
4) Transfers from reserves: LTL 0 (EUR 0);
5) Shareholders contributions to cover loss: LTL 0 (EUR 0);
6) Distributable profit (loss) in total: LTL 27,138 thousand (EUR 7,860 thousand);
7) Profit transfers to the legal reserves: LTL 0 (EUR 0);
8) Profit transfers to the reserves for own shares acquisition: 0 LTL 0 (EUR 0);
9) Profit transfers to other reserves: LTL 0 (EUR 0);
10) Profit to be paid as dividends: LTL 0 (EUR 0);
11) Profit to be paid as annual payments (bonus) to Management Board members, employees and for other purposes: LTL 0 (EUR 0);
12) Retained earnings (loss) at the end of the financial year carried forward to the next financial year: LTL 27,138 thousand (EUR 7,860 thousand).
The proposed to approve split-off terms of Invalda LT, AB and annexes of the terms together with Articles of Association of every company are provided in the announcement of the material event 21 March 2014.
The documents related to the agenda, draft resolutions on every item of agenda, documents what have to be submitted to the General Shareholders Meeting and other information related to realization of shareholders rights are available at the registered office of the Company during working hours.
The shareholders are entitled: (i) to propose to supplement the agenda of the General Shareholders Meeting submitting draft resolution on every additional item of agenda or, than there is no need to make a decision - explanation of the shareholder. Proposal to supplement the agenda is submitted in writing by registered mail or delivered in person against signature. The agenda is supplemented if the proposal is received no later than 14 before the General Shareholders Meeting; (ii) to propose draft resolutions on the issues already included or to be included in the agenda of the General Shareholders Meeting at any time prior to the date of the General Shareholders meeting (in writing, by registered mail or delivered in person against signature) or in writing during the General Shareholders Meeting; (iii) to submit questions to the Company related to the issues of agenda of the General Shareholders Meeting in advance but no later than 3 business days prior to the General Shareholders Meeting in writing by registered mail or delivered in person against signature.
Shareholder participating at the General Shareholders Meeting and having the right to vote must submit documents confirming personal identity. Each shareholder may authorize either a natural or a legal person to participate and to vote on the shareholder's behalf at the General Shareholders Meeting. The representative has the same rights as his represented shareholder at the General Shareholders Meeting. The authorized persons must have documents confirming their personal identity and power of attorney approved in the manner specified by law which must be submitted to the Company no later than before the commencement of registration for the General Shareholders Meeting. Shareholder is entitled to issue power of attorney by means of electronic communications for legal or natural persons to participate and to vote on its behalf at the General Shareholders Meeting. The shareholders must inform the Company about power of attorney issued by means of electronic communications no later than before the commencement of registration for the General Shareholders Meeting. The power of attorney issued by means of electronic communications and notice about it must be written and submitted to the Company by means of electronic communications.
Shareholder or its representative may vote in writing by filling general voting bulletin, in such a case the requirement to deliver a personal identity document does not apply. The form of general voting bulletin is presented at the Company's webpage. If shareholder requests, the Company shall send the general voting bulletin to the requesting shareholder by registered mail or shall deliver it in person against signature no later than 10 days prior to the General Shareholders Meeting free of charge. The filled general voting bulletin must be signed by the shareholder or its authorized representative. Document confirming the right to vote must be added to the general voting bulletin if authorized person is voting. The filled general voting bulletin must be delivered to the Company by means of electronic communications (by fax.: + 370 5 2790530), registered mail or in person against signature no later than before the day of the General Shareholders Meeting.
Information related with the convened General Shareholders Meeting (notice on convocation of General Shareholders Meeting, information about Company's shares, draft resolution, etc.) are available at Company's webpage http://www.invaldalt.com.
Enclosed General Voting Bulletin supplemented with new draft resolutions.
The person authorized to provide additional information:
Darius Sulnis
President
Phone +370 5 279 0601
Email: darius@invaldalt.com
