2013-05-27 16:06:26 CEST

2013-05-27 16:07:27 CEST


REGULATED INFORMATION

English Lithuanian
Invalda AB - Notification on material event

Amended draft resolutions of the Extraordinary General Shareholders Meeting of the public joint - stock company INVALDA 


Vilnius, Lithuania, 2013-05-27 16:06 CEST (GLOBE NEWSWIRE) -- Following the
conditions of the split - off and taking into account the fact that the public
joint-stock company INVALDA, participating in the split-off procedure possesses
6.279.557 units of treasury shares, the Board of the public joint - stock
company INVALDA, participating in the split - off, continuing activity after
the split - off under the new name Invalda LT, approved the amended authorised
capital of the public joint - stock company INVALDA, participating in the split
- off, continuing activity after the split - off under the new name Invalda LT,
and the authorised capital of the split-off public joint-stock company Invalda
Privatus Kapitalas as follows: the authorised capital of the public joint-stock
company INVALDA, participating in the split - off continuing activity after the
split - off under the new name Invalda LT totals to 24.833.551 litas, it is
divided into 24.833.551 ordinary registered shares with nominal value 1 (one)
Litas per share;  the authorised capital of split-off public joint - stock
company Invalda Privatus Kapitalas totals to 20.689.038 litas, it is divided
into 20.689.038 ordinary registered shares with nominal value 1 (one) litas per
share. 

 The Board of the public joint - stock company INVALDA participating in the
split - off, continuing activity after the split - off under the new name
„Invalda LT“, also approved the following updated draft resolutions of the
General Shareholders Meeting of May 28, 2013: 

„1. On the amendment of the authorized capital and number of shares of the
public joint - stock company INVALDA, participating in the split - off,
continuing activity after the split - off under the new name Invalda LT, and
split - off company Invalda Privatus Kapitalas in accordance with the split -
off terms. 

1.1. Taking into consideration that:

(i) the split - off terms and Articles of Association of the public joint -
stock company INVALDA participating in the split - off, continuing activity
after the split - off under the new name Invalda LT, as well as Articles of
Association of the split - off company public joint - stock company Invalda
Privatus Kapitalas were approved by the General Shareholders Meeting of the
public joint - stock company INVALDA on April 9, 2013; 

(ii) the approved split - off terms of the public joint - stock company INVALDA
provide the condition that the treasury shares, acquired by the public  joint -
stock company INVALDA within the time - period from the drawing - up of the
split - off terms till the present General Shareholders Meeting (Second Meeting
of the company participating in the split - off), will not be exchanged into
the shares in the split - off company public joint - stock company Invalda
Privatus Kapitalas, but annulled on the basis of the split - off terms. 

According to the split - off terms, the annulment of the treasury shares do not
change the ratio of division of the share capital and allocation of the shares
during the split - off, i.e. in all cases after the split - off: 

- the authorized capital of the public joint - stock company INVALDA continuing
activity after the split - off under the new name Invalda LT, will equal to
54,552151 percent of the authorized capital of the public joint - stock company
INVALDA reduced by the nominal value of the treasury shares; 

- the authorized capital of the public joint - stock company Invalda Privatus
Kapitalas will equal to 45,447849 percent of the authorized capital of the
public joint - stock company INVALDA reduced by the nominal value of the
treasury shares. 

The Board of the split - off company INVALDA is delegated to specify
accordingly the Articles of Association of the public joint - stock company
INVALDA, continuing activity after the split - off under the new name Invalda
LT and public joint - stock company Invalda Privatus Kapitalas and provide the
amended wordings of the Articles of Association to the Second Meeting of the
company participating in the split - off for the approval; 

(iii) from the day of the drawing - up of the split - off terms until the
Second Meeting of the company participating in the split - off, the public
joint - stock company  INVALDA acquired 6.279.557 treasury shares; 

(iv) taking into consideration the requirements of the split - off terms, the
Board of the public joint - stock INVALDA provides on May 27, 2013 specified
Articles of Association of the public joint - stock company INVALDA continuing
activity after the split - off under the new name Invalda LT and Articles of
Association of the public joint - stock company Invalda Privatus Kapitalas to
the Second Meeting of the company participating in the split - off for the
approval; 

it was decided:

on the basis of the provisions of paragraph 5 of Article 67 of the Law on
Companies of the Republic of Lithuania and split - off terms, the treasury
shares acquired by the public joint - stock company INVALDA until this General
Shareholders Meeting will not be exchanged into the shares of the split - off
company public joint - stock company Invalda Privatus Kapitalas, but annulled
on the basis of the split - off terms, allocating the authorized capital of the
public joint - stock company INVALDA and ordinary registered shares, apart
treasury shares, (as well as the assets, equity and liabilities), as follows: 
- to allocate 54,552151 percent, i.e. 24.833.551 Litas of the authorized
capital and 24.833.551  units of ordinary registered shares with nominal value
- 1 (one) litas per share to the public joint - stock company INVALDA
continuing activity after the split - off under the new name Invalda LT; 
- to allocate 45,447849 percent i.e. 20.689.038 Litas of the authorized capital
and 20.689.038 ordinary registered shares with nominal value - 1 (one) litas
per share to the joint - stock company Invalda Privatus Kapitalas. 



2. On the approval of the Articles of Association of the public joint - stock
company INVALDA participating in the split - off continuing activity after the
split - off under the new name Invalda LT. 

2.1 To amend articles 9 and 12 of the Articles of Association of the public
joint - stock company INVALDA participating in the split - off continuing
activity after the split - off under the new name Invalda LT as follows: 
„9. The authorized capital of the Company is LTL 24.833.551 (twenty four
million eight hundred and thirty tree thousand five hundred and fifty one)“. 
„12. The authorized capital of the Company is divided into 24.833.551 (twenty
four million eight hundred and thirty tree thousand five hundred and fifty one)
ordinary registered shares“. 
2.2. To approve in accordance with above mentioned par. 2.1 above the amended
wording of the Articles of Association of the public joint - stock company
INVALDA, participating in the split - off. continuing activity after the split
- off under the new name Invalda LT (without separate approval of the
amendments of the Articles of Association). 
2.3.  To authorize the President of the public joint - stock company INVALDA,
participating in the split - off, continuing activity after the split - off
under the new name Invalda LT, to undersign the amended Articles of Association
and perform all actions related to registration of the amended Articles of
Association in the Register of Legal Entities. 



3. On the approval of the Articles of Association of the public joint - stock
company Invalda Privatus Kapitalas. 

3.1. To approve the amended articles 7 and 8 of the Articles of Association of
the public joint - stock company Invalda Privatus Kapitalas, as follows: 
„7. The authorized capital of the Company is LTL 20.689.038 (twenty million six
hundred and eighty nine thousand and thirty eight)“. 
„8. The authorized capital of the Company is divided into 20.689.038 (twenty
million six hundred and eighty nine thousand and thirty eight) ordinary
registered shares“. 
3.2. To approve in accordance with the above mentioned par. 3.1 above the
amended wording of the Articles of Association of the public joint - stock
company Invalda Privatus Kapitalas. 
3.3. To authorize Dalius Kaziunas, personal code [not to be announced] to
undersign the amended Articles of Association and perform all other actions
related to registration of the amended Articles of Association in the Register
of Legal Entities.“ 


         The person authorized to provide additional information:
         Darius Sulnis
         President
         Tel. +370 5273 4876
         E-mail: darius@invalda.lt