Invalda INVL — Proxy Solicitation & Information Statement 2012

Apr 6, 2012

Invalda

GENERAL VOTING BULLETIN

for Invalda AB General Shareholders Meeting

to be held on 30 April, 2012

Shareholder's name, surname (title) – ……………………

Shareholder's personal code (legal person's code) - ……………………

Number of the shares held – ……………………

Number of votes owned – ……………………

Agenda includes:

1. Auditor's report.
2. Consolidated annual report for 2011.
3. Approval of Company's and consolidated financial statements for 2011.
4. Distribution of Company's profit (loss) of 2011.
5. On acquisition of own shares.
6. Election of the Board member.

Please circle the chosen version: „FOR“, „AGAINST“

Draft resolutions
1. Auditor's report.
Not voted on this question of the agenda
2. Consolidated annual report for 2011.
Not voted on this question of the agenda
3. Approval of Company's and consolidated financial statements for 2011.
To approve Company's and consolidated financial statements for 2011.			FOR
4. Distribution of Company's profit (loss) of 2011.
4. 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).		FOR	AGAINST

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Invalda

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5. Election of independent Audit Committee member of Invalda AB..
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.	FOR	AGAINST
6. Election of the Board member.
To elect ___ to the Board of the Company until the end of the term of office of the current Board.	FOR	AGAINST

(Name, surname or title of shareholder or it's representative)

(signature)

Date __ [day] __ [month] 2012