2016-04-07 17:04:09 CEST
2016-04-07 17:04:09 CEST
REGLAMENTUOJAMA INFORMACIJA
Invalda INVL - Notification on material event
Convocation of the General Shareholders Meeting of Invalda INVL and draft resolutions
Vilnius, Lithuania, 2016-04-07 17:03 CEST (GLOBE NEWSWIRE) -- On the initiative
and decision of the Company's Management Board the General Shareholders Meeting
of the public joint stock company Invalda INVL (identification code 121304349)
is to be held on 29 April 2016 at 16:00 p.m. in the Company's office Gynėjų
str. 14, Vilnius.
Registration of the Shareholders will start at 15:30 p.m.
Only the persons who are the shareholders of the Company at the end of the
accounting day of the General Shareholders Meeting (22 April 2016) are entitled
to participate and to vote at the General Shareholders Meeting.
The agenda of the General Shareholders Meeting of the public joint stock
company Invalda INVL includes:
1) Presentation of the public joint-stock company Invalda INVL consolidated
annual report.
2) Presentation of the independent auditor's report on the financial
statements of the public joint-stock company Invalda INVL.
3) On the approval of the consolidated and stand-alone financial statements
for 2015 of the public joint-stock company Invalda INVL.
4) Regarding the distribution of the public joint-stock company Invalda INVL
profit for 2015.
5) Regarding purchase of own shares of the public joint-stock company
Invalda INVL.
6) On the approval of the public joint-stock company Invalda INVL Employee
Stock Option Policy.
7) Regarding the specific number of ordinary registered shares of the public
joint-stock company Invalda INVL for which during year 2016 employees shall be
offered options contracts and regarding the price of the shares.
The draft resolutions of the General Shareholders Meeting of the public joint
stock company Invalda INVL:
1) Presentation of the public joint-stock company Invalda INVL
consolidated annual report.
Shareholders of the public joint-stock company Invalda INVL are presented with
the consolidated annual report of Invalda INVL for 2015 (There is no voting on
this issue of agenda).
2) Presentation of the independent auditor's report on the financial
statements of the public joint-stock company Invalda INVL.
Shareholders of the public joint-stock company Invalda INVL are presented with
the independent auditor's report on the financial statements of Invalda INVL
for 2015 (There is no voting on this issue of agenda).
3) On the approval of the consolidated and stand-alone financial
statements for 2015 of the public joint-stock company Invalda INVL.
To approve the consolidated and companies financial statements for 2015 of the
public joint-stock company Invalda INVL.
4) Regarding the distribution of the public joint-stock company
Invalda INVL for 2015.
To distribute the profit of the public joint-stock company Invalda INVL for
2015 as follows:
Article (thousan
d EUR)
--------------------------------------------------------------------------------
Retained earnings (loss) at the beginning of the financial year of the 24,515
reporting period
--------------------------------------------------------------------------------
Net profit (loss) for the financial year 4,481
--------------------------------------------------------------------------------
Profit (loss) not recognized in the income statement of the reporting (4)
financial year – retained earnings transferred during the split-off
--------------------------------------------------------------------------------
Transfers from reserves -
--------------------------------------------------------------------------------
from reserve to purchase of own shares -
--------------------------------------------------------------------------------
from legal reserve -
--------------------------------------------------------------------------------
from share premium -
--------------------------------------------------------------------------------
Shareholders contribution to cover loss (if all or part of loss is -
covered by the shareholders)
--------------------------------------------------------------------------------
Profit distribution: 28,992
--------------------------------------------------------------------------------
- Profit transfers to the legal reserves -
--------------------------------------------------------------------------------
- Profit transfers to the reserves for own shares acquisition -
--------------------------------------------------------------------------------
- Profit transfers to other reserves -
--------------------------------------------------------------------------------
- Profit to be paid as dividends -
--------------------------------------------------------------------------------
- Profit to be paid as annual payments (bonus) and for other purposes -
--------------------------------------------------------------------------------
Retained earnings (loss) at the end of the financial year 28,992
--------------------------------------------------------------------------------
5. Regarding purchase of own shares of the public joint-stock company
Invalda INVL.
Executing the resolution of the General Shareholders Meeting on 30 April 2015
on the acquisition of own shares, Invalda INVL purchased its own shares for a
total of 550 thousand euros. The remaining amount of the unused reserve for own
shares is 10,571 thousand euros.
To use the reserve for the purchase of own shares and to purchase shares in
Invalda INVL under these conditions:
1. The goal for the purchase of own shares - to ensure for shareholders a
possibility to sell company’s shares
2. The maximum number of shares to be acquired - the nominal value of own
shares may not exceed 1/10
of share capital.
3. The period during which the company may purchase its own shares - 18 months
from the day of this resolution.
4. The maximum and minimal one share acquisition price: the maximum one share
acquisition price - value of consolidated equity per one share calculated
according to the last publicly announced data of the consolidated equity of
Invalda INVL before the decision of the Board, minimum one share
acquisition price – EUR 1.
5. The conditions of the selling of the purchased shares and mininal purchase
price: Purchased own shares may be cancelled by the decision of the
General Shareholders Meeting or sold by the decision of the Board upon the
condition that minimum sale price for one share isn’t lower than value of
consolidated equity per one share calculated according to the publicly
announced data of the consolidated equity of Invalda INVL before the
decision of the Board, and the sale procedure will ensure equal
possibilities for all shareholders to purchase these shares.
The Board of Invalda INVL, AB is delegated on the basis of this resolution and
the Law on companies of the Republic of Lithuania to organize purchase and sale
of own shares, to organize purchase and selling procedure own shares and to
determine an order and timing for purchase and sale of own shares as well as
the amount of shares and shares price, and to complete all other actions
related with purchase and sale procedure of own shares.
From the date of this resolution the resolution of the General Shareholders
Meeting on 30 April 2015 on the acquisition of own shares expires.
6. On the approval of the public joint-stock company Invalda INVL
employee stock option policy.
To approve Invalda INVL Employee Stock Option Policy (enclosed).
To authorize the Board of Invalda INVL to ensure the proper implementation of
Employee Stock Option Policy.
7. Regarding the specific number of ordinary registered shares of the
public joint-stock company Invalda INVL for which during year 2016 employees
shall be offered options contracts and regarding the price of the shares.
It is offered for the employees of Invalda INVL and of the companies, in which
Invalda INVL owns 50 per cent or more of shares, during year 2016 to make
options contracts, on the basis of which according to the procedures and terms
established in options contracts in year 2019 employees will be able to
exercise the right to acquire 52,906 ordinary shares of Invalda INVL of EUR
0.29 nominal value, by paying for every acquired share 1 (one) euro.
The acquisition price of shares is fixed, it does not change depending on
performance results of the company and / or other companies’ of the group or on
ordinary registered share price of Invalda INVL on a regulated market.
The documents related to the agenda, draft resolutions on every item of agenda,
documents what have to be submitted to the General Shareholders Meeting and
other information related to realization of shareholders rights are available
at the office of Invalda INVL (Gynėjų str. 14, Vilnius) during working hours.
The shareholders are entitled: (i) to propose to supplement the agenda of the
General Shareholders Meeting submitting draft resolution on every additional
item of agenda or, than there is no need to make a decision - explanation of
the shareholder (this right is granted to shareholders who hold shares carrying
at least 1/20 of all the votes). Proposal to supplement the agenda is submitted
in writing by registered mail or delivered in person against signature. The
agenda is supplemented if the proposal is received no later than 14 before the
General Shareholders Meeting; (ii) to propose draft resolutions on the issues
already included or to be included in the agenda of the General Shareholders
Meeting at any time prior to the date of the General Shareholders meeting (in
writing, by registered mail or delivered in person against signature) or in
writing during the General Shareholders Meeting (this right is granted to
shareholders who hold shares carrying at least 1/20 of all the votes); (iii) to
submit questions to the Company related to the issues of agenda of the General
Shareholders Meeting in advance but no later than 3 business days prior to the
General Shareholders Meeting in writing by registered mail or delivered in
person against signature.
Shareholder participating at the General Shareholders Meeting and having the
right to vote must submit documents confirming personal identity. Each
shareholder may authorize either a natural or a legal person to participate and
to vote on the shareholder's behalf at the General Shareholders Meeting. The
representative has the same rights as his represented shareholder at the
General Shareholders Meeting. The authorized persons must have documents
confirming their personal identity and power of attorney approved in the manner
specified by law which must be submitted to the Company no later than before
the commencement of registration for the General Shareholders Meeting.
Shareholder is entitled to issue power of attorney by means of electronic
communications for legal or natural persons to participate and to vote on its
behalf at the General Shareholders Meeting. The shareholders must inform the
Company about power of attorney issued by means of electronic communications no
later than before the commencement of registration for the General Shareholders
Meeting. The power of attorney issued by means of electronic communications and
notice about it must be written and submitted to the Company by means of
electronic communications.
Shareholder or its representative may vote in writing by filling general voting
bulletin, in such a case the requirement to deliver a personal identity
document does not apply. The form of general voting bulletin is presented at
the Company's webpage. If shareholder requests, the Company shall send the
general voting bulletin to the requesting shareholder by registered mail or
shall deliver it in person against signature no later than 10 days prior to the
General Shareholders Meeting free of charge. The filled general voting bulletin
must be signed by the shareholder or its authorized representative. Document
confirming the right to vote must be added to the general voting bulletin if
authorized person is voting. The filled general voting bulletin must be
delivered to Invalda INVL, AB by registered mail (address Gynėjų str. 14, LT
01109 Vilnius, Lithuania) or in person against signature no later than before
the day of the General Shareholders Meeting.
The Company does not provide opportunities to participate and vote at the
meeting by electronic means. Information related with the convened General
Shareholders Meeting (notice on convocation of General Shareholders Meeting,
information about Company's shares, draft resolution, etc.) are available at
Company's webpage www.invaldainvl.lt
The person authorized to provide additional information:
Darius Sulnis
President
Phone +370 5279 0601
E-mail: darius.sulnis@invl.com
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