Invalda INVL — Proxy Solicitation & Information Statement 2012

Oct 29, 2012

Draft resolutions of the extraordinary General Shareholders Meeting of Invalda AB

Draft resolutions of the extraordinary General Shareholders Meeting of Invalda AB

Vilnius, Lithuania, 2012-10-29 17:00 CET (GLOBE NEWSWIRE) -- The Management
Board of Invalda AB approved the draft resolutions of the extraordinary General
Shareholders meeting to be held on November 20, 2012:

1. Regarding approval of preparation of the terms of Invalda AB reorganization
   by way of division.
   Draft resolution:

1.1. To approve preparation of the terms of Invalda AB reorganization by way of
division.
1.2. To authorize the Board to draw up the terms of Invalda AB reorganization
by way of division as well as appoint necessary valuation experts and auditors
for the preparation and assessment of the said terms, and conduct other related
actions.

1. Regarding approval of preparation of the terms of Invalda AB split-off.
   Draft resolution:

2.1. To approve preparation of the terms of Invalda AB split-off.
2.2. To authorize the Board to draw up the terms of Invalda AB split-off as
well as appoint necessary valuation experts and auditors for the preparation
and assessment of the said terms, and conduct other related actions.

3.Regarding election of the audit company to audit financial statements of the
financial years 2012-2013 and setting the conditions of payment for the audit
services.
Draft resolution:

3.1. In accordance with paragraph 1.5 of Article 20 of the Law on Companies of
the Republic of Lithuania and paragraph 4 of Article 52 of the Law on Audit of
the Republic of Lithuania, considering the proposal of the Board of Invalda AB,
which is based on the 26 September, 2012 recommendation of the Audit Committee
regarding the audit company, to elect joint-stock company
PricewaterhouseCoopers, code 111473315, located at municipality of Vilnius
city, Vilnius, 16 B J. Jasinskio str., audit company certificate No. 001273, to
audit annual financial statements of the financial years 2012 - 2013.
3.2. To set the following conditions of payment for the audit services:
3.2.1. the main remuneration for the audit of each year's set of annual
financial statements - LTL 111 000 (one hundred eleven thousand) (EUR 32 148) ;
VAT is not included in this amount and is calculated and paid additionally
according to the laws;
3.2.2. in case additional services are provided under the agreement on audit
services, additional remuneration is paid to the audit company. Additional
remuneration is determined according to join-stock company
PricewaterhouseCoopers employees who are involved in providing additional
services hourly rates; the additional remuneration is paid after additional
services are provided.

     Dalius Kaziunas
     President
     Tel. (8 5) 273 3278
     Email: dalius@invalda.lt