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2023-01-31 16:12:54 CET 2023-01-31 16:12:54 CET REGULATED INFORMATION Invalda INVL - General meeting of shareholdersDraft resolutions prepared by the Board for the Shareholders' Meeting of Invalda INVL to be held on 22/02/2023The draft resolutions prepared by the Board of Invalda INVL (company code 121304349, registered office address Gynėjų str 14, Vilnius, Lithuania) are submitted to the Extraordinary General Meeting of Shareholders to be held on 22 February 2023. The draft resolutions of the General Shareholders Meeting: 1. Approving the performance of the concluded Master Agreement regarding merger of AB Invalda INVL retail asset management and life insurance businesses with Šiauliu bankas AB. To allow AB Invalda INVL (hereinafter, Invalda INVL) to perform the Master agreement regarding merger of Invalda INVL’s indirectly managed retail asset management and life insurance businesses (hereinafter, the INVL Retail Businesses) with AB Šiaulių bankas, which was concluded on 22 November 2022 by Invalda INVL, UAB INVL Asset Management, INVL Life, uždaroji akcinė draudimo bendrovė and UAB FMĮ INVL Financial Advisors, on one side, and AB Šiaulių Bankas and Gyvybės Draudimo UAB SB Draudimas, on the other side (hereinafter, the Master Agreement, and the transaction executed thereunder – the Transaction) and the Transaction contemplated thereunder by approving the following main terms and conditions of the Transaction: (i) Adoption of the decision regarding increase of the authorised capital of AB Šiaulių Bankas. The Transaction shall be carried out on the condition among others, that the general meeting of shareholders of AB Šiaulių Bankas, convened on 22 February 2023 (information on its convocation is provided here) shall adopt the following main decisions: (ii) Object of the Transaction. The object of the Transaction is Invalda INVL’s indirectly managed second- and third-tier pension and UCITS funds and special investment funds investing in other collective investment entities, management businesses in Lithuania and life insurance business in Lithuania, Latvia and Estonia. Upon the terms, agreed between the parties, part of the life insurance business of Invalda INVL Group carried out in Latvia and Estonia may be excluded from the object of the Transaction without transferring it to Gyvybės Draudimo UAB SB Draudimas on the Transaction closing date by transferring in lieu of it an agreed appropriate amount of funds to the ownership of Gyvybės Draudimo UAB SB Draudimas (as part of the business of INVL Life, uždaroji akcinė draudimo bendrovė), considering that the price for such transferable assets is already included in the Part 1 of the Price (i.e., without making any additional payments by AB Šiaulių bankas group companies). (iii) Price and payment. Settlement for the object of the Transaction consists of the part of a purchase price which is fixed and part of the purchase price which is variable, the purpose of the latter being to ensure a compensation mechanism for the parties of the Transaction due to potential changes in the capital of AB Šiaulių bankas, changes in the capital of the INVL retail business and/or in the object of the Transaction, which may potentially occur before the Transaction closing date, and/or due to the expenses related to performing the actions needed for the proper implementation of the Transaction documents. Part of the Price 1 is a fixed main part of the purchase price amounting to EUR 40,164,397, which was determined on the date of signing the Master Agreement and which will be paid by way of set-off of claims between AB Šiaulių Bankas and Invalda INVL arising from the Master Agreement and other Transaction documents (as described in item (i)(c) above), on condition that the general meeting of shareholders of AB Šiaulių Bankas, convened on 22 February 2023, has adopted resolutions in favour of the agenda items 1–4 (information) and Invalda INVL has subscribed for all the New Shares. Part 2 of the Price is the remaining variable part of the purchase price, which will be paid in cash on the Transaction closing date, and which calculation procedure and specific amount will be approved, in accordance with the principle stated above. 2. Selection of the audit company for the audit of annual financial statements and the determination of the terms of payment for the audit services. 2.1. To select (appoint) the audit company KPMG Baltics, UAB (company code 111494971, registered office: Lvivo street 101, Vilnius) (hereinafter - the Audit Company) to perform the audit of the annual financial statements of AB Invalda INVL (hereinafter - the Company) for the year 2022. The person authorized to provide additional information is: Attachment ![]() |
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