Invalda INVL — Proxy Solicitation & Information Statement 2012

May 2, 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, 2012-05-02 15:22 CEST (GLOBE NEWSWIRE) -- The Management
Board of Invalda AB approved the draft resolutions of the extraordinary General
Shareholders meeting to be held on May 24, 2012:

1. On the reduction of the Authorized Capital of the Company by cancelling the
   shares.
   Draft resolution:

2. To reduce the Authorized Capital of Invalda, AB for the purpose of
   cancelling of the shares acquired by the company. The Authorized Capital shall
   be reduced by LTL _________( __________) cancelling __________ (___________)
   ordinary registered shares of Invalda AB at par value of LTL 1 (one). After the
   cancelling of the shares acquired by the Company, the Authorized Capital of
   Invalda AB shall make LTL __________(_________) and it will be divided into
   __________ (___________) ordinary registered shares at par value of LTL 1
   (one).

3. The amendment of the Company's Articles of Association due to the reduction
   of the Authorized capital.
   Draft resolution:
   2.1. To approve the amended Articles of Association of the Company. The amended
   paragraphs 12 and 15 shall be read as follows:

“12. The Authorized capital of the Company shall be LTL ___________
(_____________).”
“15. The Company's authorized capital is divided into ___________
(_____________) ordinary registered shares.”
2.2. To authorize the President Dalius Kaziunas to sign the revised Articles of
Association and complete all other actions related with the amendment of the
Articles of Association and registration of the Articles of Association in the
Register of Companies.
3. On acquisition of own shares.
Draft resolution:

3.1. 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.
3.2. 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.

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