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2023-04-08 08:41:49 CEST 2023-04-08 08:43:01 CEST SÄÄNNELTY TIETO Invalda INVL - General meeting of shareholdersDraft resolutions prepared by the Board for the shareholders' meeting of Invalda INVL to be held on 30/04/2023The draft resolutions prepared by the Board of Invalda INVL (company code 121304349, registered office address Gynėjų str 14, Vilnius, Lithuania) are submitted to the Ordinary General Meeting of Shareholders to be held on 30 April 2023. The draft resolutions of the Ordinary General Shareholders Meeting of the public joint stock company Invalda INVL: 2. Presentation of the independent auditor’s report on the financial statements and consolidated annual report of the public joint stock company Invalda INVL. 3. Approval of the consolidated and stand-alone financial statements for 2022 of the public joint stock company Invalda INVL. 4. Resolution regarding profit distribution of the public joint stock company Invalda INVL. To approve the profit distribution of the joint-stock company Invalda INVL in accordance with the draft profit distribution proposed by the Board (attached). 5. Decision on approval of the Remuneration Report of the public joint stock company Invalda INVL. To approve the Remuneration Report of the public joint stock company Invalda INVL for 2022 (included into the Consolidated Annual Report as Annex 4). 6. Resolution regarding purchase of own shares of the public joint-stock company Invalda INVL. 7. Resolution regarding the exercise of stock options granted to Invalda INVL Group employees in 2020. 8. Resolution regarding increase of authorised capital of the public joint stock company Invalda INVL. 9. Class, number, nominal value and minimum issue price and payment for the issued shares. The authorised capital of Invalda INVL is increased by issuing 314,819 ordinary registered shares with a nominal value of EUR 0.29. If not all shares are subscribed for during the subscription period, the authorised capital will be increased by the sum of the nominal values of the subscribed shares. On the basis of this decision, the Board of the Company must amend the Articles of Association and the number of shares accordingly in the Articles of Association and submit the amended Articles of Association to the Registrar of Legal Entities. To determine that when exercising the stock options granted in 2020, the minimum issue price of one share is EUR 0.35 (the minimum total issue value of these shares is EUR 110,186.65). To instruct the Board of the Company to make all decisions necessary to exercise stock options granted in 2020, including, but not limited to, determining the exact share issue price. In accordance with the provisions of Article 45 of the Law on Companies, shares may be issued at different share issue prices during one share issue. The issue price of the newly issued shares is paid in cash by the persons subscribing to the shares. The subscription agreements for the issued shares are concluded until 20 July 2023. 10. Cancellation of the pre-emptive right of shareholders of the public joint stock company Invalda INVL to acquire shares issued by the Company. Priority will be revoked upon implementation of the decisions of the company's general meetings of shareholders on 30 April 2020 and 1 July 2020, on the basis of which employees of the public joint-stock company Invalda INVL and employees of the companies where more than 50 per cent of the shares are owned by the Company, signed stock option contracts to acquire ordinary registered shares of the public joint-stock company Invalda INVL. Accordingly, the pre-emptive right to acquire the newly issued 314,819 ordinary registered shares of the public joint-stock company Invalda INVL is granted to the employees of the joint stock company Invalda INVL and employees of the companies with more than 50 per cent of the shares owned by Invalda INVL, who have concluded the aforementioned option contracts and for whom the right to acquire the newly issued shares has not been revoked on the grounds established in the Rules for Granting Equity Incentives (the list of persons who are entitled to acquire the newly issued 314,819 ordinary registered shares of the public joint-stock company Invalda INVL is stored in the premises of Invalda INVL, in order to ensure the protection of the personal data the list is not published). 11. Amendment of the Articles of Association of the public joint stock company Invalda INVL and approval of the new wording of the Articles of Association. 12. Resolution regarding the number of ordinary registered shares of Invalda INVL for which employees shall be offered stock options contracts during the year 2023 and regarding the price of the shares. 12.2. It is offered for the employees of Invalda INVL and of the companies, in which Invalda INVL owns 50% or more of shares, during the year 2023 to sign stock options contracts, on the basis of which, according to the procedures and terms established in stock options contracts, in year 2026 employees will be able to exercise the right to acquire up to 350,000 ordinary registered shares of Invalda INVL of EUR 0.29 nominal value, by paying for every acquired share EUR 1 (one). This number of shares will be recalculated by reducing it by an amount such that the value of the options granted will be equal to the amount indicated below. The beneficiaries of these options would be granted about 7% of the increase in the value of the net assets between 31.12.2022 (EUR 11.07 per share) and 31.12.2025 above a minimum return barrier of 12% (i.e. the right to acquire shares would be granted if the value of the net assets on 31.12.2025 exceeds EUR 15.0552 per share). If payments per share are made prior to the subscription of the share purchase agreement, the minimum return barrier (EUR 15.0552 per share) would be reduced by the amount of the payment plus 12% interest calculated from the determined date by the company’s Board until 31.12.2025. These stock options would be granted as a variable part of long-term incentive programme. The company's board is authorized to establish detailed conditions for the implementation of this programme. 13. Update of the Regulations of the Audit Committee Approve the updated Regulations of the Audit Committee of Invalda INVL (the draft Regulations are attached). 14. Revocation of members of the Audit Committee and election of members of the Audit Committee for a new term of office. To recall Dangutė Pranckėnienė and Tomas Bubinas from the Audit Committee of Invalda INVL in corpore. For a new term of 4 (four) years to elect to the Audit Committee of Invalda INVL 3 members, two of whom are independent: Dangutė Pranckėnienė (independent member), Andrius Lenickas (independent member) and Tomas Bubinas. The information about the candidates for the Audit Committee members is attached. 15. Regarding the determination of remuneration for members of the Audit Committee. To set a remuneration of no more than 200 euros per hour for work in the Audit Committee of Invalda INVL. The remuneration is paid for the hours actually spent performing the activities of a member of the Audit Committee. The person authorized to provide additional information is:
Attachments
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