On the initiative and decision of the Board of the public joint stock company Invalda INVL the extraordinary General Shareholders Meeting of the public joint stock company Invalda INVL (identification code 121304349, the registered address Gynėjų str. 14 Vilnius, Lithuania) is to be held on 22 November 2023 at 9:00 a.m. in the premises located in Gynėjų str. 14, Vilnius. Registration of the shareholders will start at 8:30 a.m.
The total number of shares of the Company amounts to 12,234,305. Given that the Company has acquired its own shares, the total number of votes for the quorum of the General Meeting of Shareholders is 12,004,764. ISIN code of the shares of the Company is LT0000102279.
The accounting day of the of General Meeting of Shareholders – 15 November 2023 (the persons who are shareholders of the Company at the end of accounting day of the General Meeting of Shareholders or persons authorized by them, or the persons with whom shareholders concluded the agreements on the disposal of voting right, shall have the right to attend and vote at the General Meeting of Shareholders).
The agenda of the meeting:
1. The decision regarding the ordinary registered shares of the joint-stock company Invalda INVL, for which stock option contracts are proposed for part of the employees in 2023, and the price of the shares.
Draft resolutions of the meeting prepared by the company's Board:
1. The decision regarding the ordinary registered shares of the joint-stock company Invalda INVL, for which stock option contracts are proposed for part of the employees in 2023, and the price of the shares.
It is proposed to enter into stock option contracts with the employees of UAB INVL Asset Management, INVL Life, UADB, UAB FMĮ INVL Financial Advisors, the subsidiaries of Invalda INVL, moving to AB Šiaulių bankas or its subsidiaries, in connection with the implementation of the merger of Invalda INVL’s indirectly managed retail asset management and life insurance businesses with AB Šiaulių bankas group, which was concluded on 22 November 2022. On the basis of the above-mentioned stock option contracts, in 2027 the employees will be able to exercise the right to acquire ordinary registered shares with a nominal value of EUR 0.29 shares of the joint-stock company Invalda INVL, by paying for every acquired share EUR 1 (one), the amount of which will not exceed the amount of shares calculated by dividing EUR 300,000 (three hundred thousand) by the difference between the net asset value per share of Invalda INVL on 31 December 2023 or the market price of the company's shares on the said date (taking the greater of these two amounts), reduced by the amount of dividends assigned to the share at the ordinary general meeting of shareholders in 2024 (if such a decision is adopted), and the exercise price of 1 ( one) euro. If, between the general meeting of shareholders in 2024 and the signing of the share purchase agreement, a decision that stipulated payments to shareholders is made, the sale price of 1 (one) euro per share would be recalculated, reducing it by the amount paid per share. The acquisition price of the shares is fixed and does not change depending on the performance of the company and / or other group companies or the price of ordinary registered shares of Invalda INVL on the regulated market. These stock options would be granted as a variable part of the remuneration for the 2023.
Additional information about the shareholders' meeting:
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 the shareholders rights are published on the Company’s website www.invaldainvl.com, menu item Investor relations.
Shareholders have the right:
(i) to propose to supplement the agenda of the General Shareholders Meeting submitting draft resolution on every additional item of agenda or, then there is no need to make a decision - explanation of the shareholder (this right is granted to shareholders who hold shares carrying at least 1/20 of all the votes). Proposal to supplement the agenda is submitted in writing sending the proposal by registered mail to the Company at Gyneju str. 14, Vilnius, Lithuania, or delivered in person to the representative of the Company or by sending proposal to the Company by email info@invaldainvl.com. The agenda is supplemented if the proposal is received no later than 14 days 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, sending the proposal by registered mail to the Company at Gyneju str. 14, Vilnius, Lithuania, or delivered in person to the representative of the Company or by sending proposal to the Company by email info@invaldainvl.com) or in writing during the General Shareholders Meeting (this right is granted to shareholders who hold shares carrying at least 1/20 of all the votes);
(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 sending the proposal by registered mail to the Company at Gyneju str. 14, Vilnius, Lithuania, or delivered in person to the representative of the Company or by sending proposal to the Company by email info@invaldainvl.com. The company reserves the right to answer to those shareholders of the Company who can be identified and whose questions are not related to the company's confidential information or commercial secrets.
Shareholder participating at the General Shareholders Meeting and having the right to vote, must submit documents confirming personal identity. Each shareholder may authorise either a natural or a legal person to participate and to vote on the shareholder's behalf at the General Shareholders Meeting. A power of attorney issued by a natural person must be certified by a notary. 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. A power of attorney issued in a foreign state must be translated into Lithuanian and legalised in the manner established by law. The Company does not establish special form of power of attorney.
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. No notarisation of such authorization is required. The power of attorney issued through electronic communication means must be confirmed by the shareholder with a safe electronic signature developed by safe signature equipment and approved by a qualified certificate effective in the Republic of Lithuania. The shareholder shall inform the Company on the power of attorney issued through the means of electronic communication by e-mail info@invaldainvl.com not later than on the last business day before the General Shareholders Meeting. The power of attorney and notification must be issued in writing and could be sent to the Company by electronic communication means if the transmitted information is secured and the shareholder's identity can be identified.
The Company is not providing the possibility to attend and vote at the General Shareholders Meeting through electronic means of communication. Shareholder or its representative may vote in writing by filling ballot paper and signing with a qualified electronic signature, in such a case the requirement to deliver a personal identity document does not apply. The form of the general ballot paper is published together with draft resolutions of the General Shareholders Meeting as well as on the Company's website www.invaldainvl.com.
If shareholder requests, the Company shall send the ballot paper to the requesting shareholder by registered mail or ordinary mail.
The filled ballot paper must be signed by the shareholder or its authorised representative. Document confirming the right to vote must be added to the ballot paper if an authorized person is voting. The filled and signed ballot paper must be sent by the registered mail to the Company at Gyneju str. 14, 01109 Vilnius, Lithuania, or delivered in person no later than the beginning of the General Shareholders Meeting. Shareholders may also vote by signing the voting bulletin with an electronic signature and sending it to the Company by e-mail. A duly completed and with a qualified electronic signature signed ballot paper can be sent to the company by e-mail info@invaldainvl.com before the start of the general meeting of shareholders.
The person authorized to provide additional information is:
Darius Sulnis, CEO of Invalda INVL
E-mail Darius.Sulnis@invl.com
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