Invalda INVL — AGM Information 2012

Apr 6, 2012

Draft resolutions of the General Shareholders Meeting of Invalda AB

Draft resolutions of the General Shareholders Meeting of Invalda AB

Vilnius, Lithuania, 2012-04-06 22:06 CEST (GLOBE NEWSWIRE) -- The Management
Board of Invalda AB approved the draft resolutions of the Ordinary General
Shareholders meeting to be held on 30 April, 2012:

1. Auditor‘s report.
   There is no voting on this issue of agenda. It is proposed to get acquainted
   with Company‘s auditor‘s report

2. Consolidated annual report for 2011.
   There is no voting on this issue of agenda. It is proposed to get acquainted
   with Company‘s consolidated annual report for 2011

3. Approval of Company's and consolidated financial statements for 2011.
   Draft resolution:

4. To approve Company's and consolidated financial statements for 2011.

5. Distribution of Company's profit (loss) of 2011.
   Draft resolution:

6. To approve distribution of Company's profit (loss) of 2011:
   1) Retained earnings (loss) at the end of the last financial year: 0 litas (0
   euro);
   2) Net profit (loss) for the financial year: 274 870 348 litas (79 607 955
   euro);
   3) Profit (loss) not recognized in the income statement of the reporting
   financial year: 0 litas (0 euro);
   4) Transfers from reserves: 0 litas (0 euro);
   5) Shareholders contributions to cover loss: 0 litas (0 euro);
   6) Distributable profit (loss) in total: 274 870 348 litas (79 607 955 euro);
   7) Profit transfers to the legal reserves: 5 755 794 litas (1 666 993 euro);
   8) Profit transfers to the reserves for own shares acquisition: 269 114 554
   litas (77 940 962 euro);
   9) Profit transfers to other reserves: 0 litas (0 euro);
   10) Profit to be paid as dividends: 0 litas (0 euro);
   11) Profit to be paid as annual payments (bonus) to Management Board members,
   employees and for other purposes: 0 litas (0 euro);
   12) Retained earnings (loss) at the end of the financial year carried forward
   to the next financial year: 0 litas (0 euro).

7. On acquisition of own shares.
   Draft resolution:
   5.1. To acquire shares of Invalda AB through the market of official offer of
   NASDAQ OMX Vilnius AB in accordance with procedures laid down in the legal acts
   regulating this market.
   1) The purpose of acquisition of own shares - (i) to pay excessive funds to the
   Company's shareholders giving them an opportunity to decide on themselves
   regarding disposal of shares; (ii) to decrease a difference between the
   Company‘s net asset value and its current share market price.
   2) The maximum number of shares to be acquired: the nominal value of own shares
   may not exceed 10 % of the Company‘s share capital.
   3) The period during which the Company may acquire its own shares - 12 months
   from the day of this resolution.
   4) The maximum share acquisition price - 5.00 euro (17.26 litas), minimum share
   acquisition price - 1 euro (3.45 litas).
   5) The acquired own shares may be annulled. In case if the own shares are sold,
   the minimum price of sale of own shares shall be equal to the price at which
   they were acquired. The procedure of selling the shares shall ensure equal
   opportunities for all shareholders to acquire the said shares.
   5.2. The Board of the Company is delegated on the basis of this resolution and
   the Law on companies of the Republic of Lithuania to organize purchase and sale
   of the own shares, 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 acquisition of own shares.

8. Election of the Board member.
   Draft resolution:

9. To elect ___________________ to the Board of the Company until the end of
   the term of office of the current Board.

    Dalius Kaziunas
    President
    Tel. (8 5) 273 3278
   

Attachments: