Invalda AB - Notification on material event

Draft resolutions of the Extraordinary General Shareholders Meeting of the public joint - stock company INVALDA, participating in the split – off continuing activity after the split – off under the new name Invalda LT

Vilnius, Lithuania, 2013-05-06 17:05 CEST (GLOBE NEWSWIRE) -- Following the
conditions of the split - off terms, 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 following 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 be 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 be 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 _______________treasury shares; 
(iv) taking into consideration the requirements of the split - off terms, the
Board of the public joint - stock INVALDA provides the specified on May 28,
2013 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 in 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. _________________ litas of the authorized
capital and ________________ ordinary registered shares 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. ________________________ litas of the
authorized capital and ____________________ ordinary registered shares 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. (attached) 

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 __________________ litas”.
“12. The authorized capital of the Company is divided into _______________
ordinary registered shares”. 

2.2. To approve in accordance with 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. (attached) 

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 __________________ litas”.
“8. The authorized capital of the Company is divided into _______________
ordinary registered shares”. 

3.2. To approve in accordance with 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. 


4. On the recall of 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. 

4.1. To recall 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. 


5. On the election of 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. 

5.1. To elect to 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, for the new four-years term of office the
following members: 
1.
2.
3.


         The person authorized to provide additional information:
         Dalius Kaziūnas
         President
         Tel. (8 5) 273 3278
         Email: dalius@invalda.lt

Attachments:

Articles of Association_Invalda Privatus Kapitalas_.pdf

Articles of Association_Invalda LT.pdf