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2008-07-09 13:18:01 CEST 2008-07-09 13:19:01 CEST REGULATED INFORMATION Invalda AB - Notification on material eventResolutions of the Extraordinary General Meeting of Invalda AB shareholdersOn 9 July, 2008 the Extraordinary General Meeting of Invalda AB shareholders adopted the following resolutions: 1. Taking into consideration the fact that pursuant to clause 6 of Additional independence requirements for audit companies and auditors approved by Lithuanian Securities Commission's Resolution No. 1K-12 on additional independence requirements for audit companies and auditors of 26 October 2006, Invalda AB submitted for approval by the Securities commission candidature of audit company ERNST&YOUNG BALTIC UAB (company code 110878442): 1.1. To elect ERNST&YOUNG BALTIC UAB (company code 110878442) for auditing the financial statements for the 2008-2009 years. 1.2. The amount of payment for auditing services may not exceed 53,000 (fifty three thousand) EUR for the audit of financial statement for the year 2008. Payment for the audit of financial statements for the year 2009 will be calculated increasing the price for the audit services for the year 2008 by percentage change of Euro area's Harmonized Index of Consumer Prices (HICPs) calculated in May 2009. 1.3. President of Invalda AB is commissioned to agree with ERNST&YOUNG BALTIC UAB other conditions of the contract for auditing services. 1.4. President of Invalda AB is commissioned to agree with the Securities Commission the auditor's candidature (s) in conformity with the provisions of Lithuanian Securities Commission's Resolution No. 1K-12 on additionalindependence requirements for audit companies and auditors of 26 October 2006. 2. To approve the Policy of payouts to the shareholders of Invalda AB (attached thereto). 3. Considering the amendments of the policy proposed by the Board on 09.07.2008, approve the Policy for the participation of Group employees in the capital of Invalda AB (wording of 09.07.2008, attached thereto). The amendments of the policy proposed by the Company Board on 09.07.2008: 1. To supplement the article “Essential Conditions of Options Contracts” of the Policy for the participation of Group employees in the capital of Invalda AB with new paragraph 3, consider former paragraphs 3-5 paragraphs 4-6 respectively and read paragraph 3 as follows: “3. Signing option contracts the Board, considering the dividends paid, respectively changes the share acquisition price described above.” 2. To amend paragraph 5 of the article “Essential Conditions of Options Contracts” of the Policy for the participation of Group employees in the capital of Invalda AB and read it as follows: “5. Upon the expiry of the employment contract on any grounds, the options contract will expire on the date the employment contract expires and the validity of options contract will not be renewed unless the employment contract is terminated by the agreement of the parties and the Employee immediately signs a new employment contract with an Enterprise of the Group. In such a case by the decision of the Board the options contract may remain valid under the same conditions. In other cases the Board will be entitled to grant the right to the Employee who signed a new employment contract with an Enterprise of the Group to sign a new options contract in compliance with the general provisions of this Policy.” 4. To approve the Policy of remuneration of the management of Invalda AB (attached thereto). 5. Taking into consideration the fact that: - a reserve amounting to 34,500,000.00 LTL was formed by the decision of the General Meeting of shareholders of 11 May, 2007; - a reserve amounting to 34,626,339.30 LTL was formed by the decision of the General Meeting of shareholders of 30 April, 2008; and pursuant to article 54 of the Law on Companies of the Republic of Lithuania, it is hereby resolved: 5.1. To purchase up to 10 per cent of company shares. 5.2. The goal of acquiring own shares is the implementation of the Policy of payouts to the shareholders of Invalda AB approved by the decision of this General Meeting of shareholders. 5.3. The period during which the company may acquire own shares - 18 months from the date of passing the decision. 5.4. To determine the maximum price of one share being acquired - 30 LTL, and the minimum price for the acquisition of one share 14 LTL. 5.5. To determine the price for the selling of own shares equal to the price of acquired shared. When selling own shares that have been bought up, to ensure all shareholders were provided with equal opportunities to acquire company shares. Own shares acquired by the Company shall be sold on the Vilnius Stock Exchange. 6. To entrust the Board to organize the purchase and sale of own shares, to determine the procedure for purchase and selling own shares, number of shares and the price, to choose the best time for purchase and sale of own shares, also to perform any other associated actions in compliance with the conditions set in this decision. The Board is granted the right to implement the acquisition of shares in part by announcing several takeover bids to this effect. 6. To elect Dalius Kaziunas as a member of the Board until the expiry of the term of office of the current Board instead of resigning Board member Dailius Juozapas Miseikis. Darius Sulnis President +370 5 273 4876 |
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