Resolutions of the Shareholders Meeting of Invalda LT, AB


Vilnius, Lithuania, 2015-04-30 07:57 CEST (GLOBE NEWSWIRE) -- The resolutions of the General Shareholders Meeting of Invalda LT, AB that was held on 30 April 2015:

1.Presentation of the public joint-stock company Invalda LT consolidated annual report for 2014.
Shareholders of the public joint-stock company Invalda LT are presented with the consolidated annual report of Invalda LT for 2014 (There is no voting on this issue of agenda).

2. Presentation of the independent auditor's report on the financial statements of the public joint-stock company Invalda LT for 2014.
Shareholders of the public joint-stock company Invalda LT are presented with the independent auditor's report on the financial statements of Invalda LT for 2014 and with audit's committee report (There is no voting on this issue of agenda).

3. On the approval of the consolidated and stand-alone financial statements for 2014 of the public joint-stock company Invalda LT.
To approve the consolidated and companies financial statements for 2014 of the public joint-stock company Invalda LT.


4. Regarding the distribution of the public joint-stock company Invalda LT profit for 2014.
To distribute the profit of the public joint-stock company Invalda LT for 2014 as follows:

Article (thousand LTL) (thousand EUR)
Retained earnings (loss) at the beginning of the financial year of the reporting period 27,138 7,860
Net profit (loss) for the financial year 70,775 20,497
Profit (loss) not recognized in the income statement of the reporting financial year – retained earnings transferred during the split-off (13,267) (3,842)
Transfers from reserves 0 0
from reserve to purchase of own shares 0 0
from legal reserve 0 0
from share premium 0 0
Shareholders contribution to cover loss (if all or part of loss is covered by the shareholders) 0 0
Distributable profit (loss) in total 84,646 24,515
- Profit transfers to the legal reserves 0 0
- Profit transfers to the reserves for own shares acquisition 0 0
- Profit transfers to other reserves 0 0
- Profit to be paid as dividends 0 0
- Profit to be paid as annual payments (bonus) and for other purposes 0 0
Retained earnings (loss) at the end of the financial year carried forward to the next financial year 84,646 24,515


5. Regarding the change of the corporate name of public joint-stock company Invalda LT.
To change the corporate name of the public joint stock company Invalda LT from the public joint stock company Invalda LT to the public joint stock company Invalda INVL. To announce about the change of the corporate name according to the legal acts.


6. Regarding the change of the public joint-stock company Invalda LT share capital and par value of its shares.
According to Republic of Lithuania Law on Euro Adoption, Republic of Lithuania Law on Redenomination to the Euro of the Capital and of the Nominal Value of Securities of Public Limited Liability Companies and Private Limited Liability Companies and Amendment of the Articles of Association of These Companies and Republic of Lithuania Law on Limited Liability Companies the par value of one Invalda LT share will be changed from LTL 1 to EUR 0,29 cents and the change the share capital accordingly from LTL 11,865,993 to EUR 3,441,137.97.


7. Regarding approval of the New Wording of the public joint-stock company Invalda LT Articles of Association.
According to the resolutions of the General Shareholder’s Meeting, decided in the 5th and 6thitems of the agenda and according to the 2000 July 13th Republic of Lithuania Law on Limited Liability Companies No. VIII-1835 current version and Republic of Lithuania Law on Redenomination to the Euro of the Capital and of the Nominal Value of Securities of Public Limited Liability Companies and Private Limited Liability Companies and Amendment of the Articles of Association of These Companies and Republic of Lithuania Law, to approve the new Wording of Invalda LT Articles of Association (attached) by changing all the text.
To authorize Darius Sulnis, the president of the public joint-stock company Invalda LT, to sign new wording of the Articles of Association of the public joint-stock company Invalda LT.


8. Regarding purchase of own shares of the public joint-stock company Invalda LT.
Invalda LT, AB has formed the reserve for the purchase of own shares which is equal to EUR 11.1 million.
To use the reserve for the purchase of own shares and to purchase shares in Invalda LT:

1.    The goal for the purchase of own shares -  to ensure for shareholders a possibility to sell company’s shares
2.    The maximum number of shares to be acquired - the nominal value of own shares may not exceed 1/10 of share     
3.    The period during which the company may purchase its own shares 18 months from the day of this resolution.
4.    The maximum and minimal one share acquisition price:  the maximum one share acquisition price should not increase the book value per share (equity capital divided from the amount of shares) calculated on be basis of the last publicly announced data of the financial statements of Invalda LT, the minimum share acquisition price - EUR 3.
5.    The conditions of the selling of the purchased shares and mininal purchase price: the acquired own shares may be annulled by the decision of the General Shareholders Meeting or sold by the decision of the Board on condition the minimum price of sale of own shares shall be equal to the price at which they were acquired and the procedure of selling the shares shall ensure equal opportunities for all shareholders to acquire the said shares.

The Board of Invalda LT, AB is delegated on the basis of this resolution and the Law on companies of the Republic of Lithuania to organize purchase and sale of own shares, to organize purchase and selling procedure own shares and to 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 purchase and sale procedure of own shares.

         The person authorized to provide additional information:
         Darius Sulnis
         President
         Phone +370 5279 0601
         E-mail:Darius@InvaldaLT.com


Attachments

Invalda LT_audit Committee report_2014.pdf Articles of Association of Invalda LT.pdf Invalda LT_annual audited information_2014.pdf