Vilnius, Lithuania, 2015-01-07 07:37 CET (GLOBE NEWSWIRE) --
On the initiative and decision of the Management Board of INVL Technology the General Shareholders Meeting of INVL Technology, AB (identification code 303299817, the registered address Kalvariju str. 11A-20, Vilnius, Lithuania) is to be held on 2 February 2015 at 8:30 a.m. in the office of Invalda LT (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 (26 January 2015) are entitled to participate and to vote at the General Shareholders meeting.
The agenda of the General Shareholders Meeting of INVL Technology, AB includes:
1. Regarding approval of the reorganization of the joint stock company INVL Technology and regarding approval of the terms of reorganization.
2. Regarding approval of the Articles of Association of the company operating after the reorganization.
3. Regarding formation of the Audit Committee of the company operating after the reorganization, regarding approval of the regulations of the formation and activity of the Audit Committee of the company operating after the reorganization, regarding election of the members of the Audit Committee of the company operating after the reorganization and regarding approval of the remuneration for the independent member of the Audit Committee.
The draft resolutions of the General Shareholders meeting of INVL Technology:
1. Regarding approval of the reorganization of the joint stock company INVL Technology and regarding approval of the terms of reorganization.
1.1. According to Article 2,97 Part 3 of the Civil Code of the Republic of Lithuania, to reorganize the public joint-stock company INVL Technology by a way of merger, merging the company to the public joint-stock company BAIP grupe (code 300893533), which will take over all the rights and duties, including the name of INVL Technology and continues to operate under the new name - the public joint-stock company INVL Technology.
1.2. To approve the reorganization terms of the public joint - stock company INVL Technology and the public joint - stock company BAIP grupe (the drawn - up reorganization terms of the public joint - stock company INVL Technology and the public joint - stock company BAIP grupe (dated on 23 December 2014) was publicly announced on 30 December 2014. Register of Legal Entities published information about received terms of reorganization on 30 December 2014).
2.Regarding approval of the Articles of Association of the company operating after the reorganization.
2.1. To approve the Articles of Association of the public joint-stock company BAIP grupe (code 300893533), which continues to operate after the reorganization under the new name INVL Technology (attached).
2.2. To authorize Kazimieras Tonkunas to sign the new wording of the Articles of Association of the public joint-stock company BAIP grupe (code 300893533), which continues to operate after the reorganization under the new name INVL Technology.
3. Regarding formation of the Audit Committee of the company operating after the reorganization, regarding approval of the regulations of the formation and activity of the Audit Committee of the company operating after the reorganization, regarding election of the members of the Audit Committee of the company operating after the reorganization and regarding approval of the remuneration for the independent member of the Audit Committee.
According to the fact that, the securities, of the company operating after the reorganization, will be traded on a regulated market of the Republic of Lithuania:
3.1. To form an Audit Committee combining of two members of the company operating after the reorganization.
3.2. To approve the new wording of the regulations of the formation and activity of the Audit Committee of the company operating after the reorganization (attached).
3.3. To elect Danute Kadanaite and Tomas Bubinas (independent member) to the Audit Committee of the company operating after the reorganization.
3.4. For a work in the Audit Committee for the independent member to fix a rate not higher than EUR 145 per hour. To delegate to the Board of the company operating after the reorganization to determine the remuneration payment procedure for the independent member of the Audit Committee.
The proposed reorganization terms as well as annexes of the public joint - stock company INVL Technology and the public joint - stock company BAIP grupe is provided in the announcement of the material event 24 December 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 office of INVL Technology (Seimyniskiu str. 1A, Vilnius, 6 floor) 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 INVL Technology by registered mail (address Seimyniskiu str. 1A, LT09312 Vilnius, Lithuania) or in person against signature no later than before the day of the General Shareholders Meeting. The Company does not provide opportunities to participate and vote at the meeting by electronic means. 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.invltechnology.com .
The person authorized to provide additional information:
Darius Sulnis
Director
Phone +370 5279 0601
E-mail:Darius@InvaldaLT.com
