Invalda INVL — Proxy Solicitation & Information Statement 2014

Apr 7, 2014

INVALDA

GENERAL VOTING BULLETIN

of the public joint-stock company Invalda LT

General Shareholders Meeting

to be held on 28 April 2014

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

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

Number of the shares held – ……………………

Number of votes owned – ……………………

The agenda includes:

1. Regarding the split-off of Invalda LT, AB.
2. Regarding approval of the split-off terms of Invalda LT, AB.
3. Regarding the approval of Articles of Association of the public joint-stock company Invalda LT, the company participating in the split-off.
4. Regarding the approval of Articles of Association of the split-off public joint-stock company INVL Technology.
5. Regarding the approval of Articles of Association of the split-off public joint-stock company INVL Baltic Farmland.
6. Regarding the approval of Articles of Association of the split-off public joint-stock company INVL Baltic Real Estate.
7. Regarding the registered offices of the split-off public joint-stock companies.
8. Auditor's report.
9. Consolidated annual report for 2013.
10. Approval of Company's and consolidated financial statements for 2013.
11. Distribution of Company's profit (loss) of 2013.

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

Draft resolutions
1. Regarding the split-off of Invalda LT, AB.
Invalda LT, AB participates in the split-off that is conducted under Article 71 of the Law on Companies of the Republic of Lithuania.
According to the split-off terms of Invalda LT, to split off part of the public joint - stock company Invalda LT, which continues its activity, and on the basis of the assets, equity and liabilities assigned to this part to form the following new legal entities: public joint - stock company INVL Technology, public joint - stock company INVL Baltic Real Estate, public joint - stock company INVL Baltic Farmland.
The annulled Shareholders' shares in the public joint - stock company Invalda LT are at no charge exchanged for the ordinary registered shares in the following newly established companies: public joint - stock company INVL Technology, public joint - stock company INVL Baltic Real Estate and a public joint - stock company INVL Baltic Farmland. The authorized capital of the public joint - stock company Invalda LT is reduced accordingly.	FOR	AGAINST
2. Regarding approval of the split-off terms of Invalda LT, AB.
To approve the split-off terms of Invalda LT, AB.	FOR	AGAINST
3. Regarding the approval of Articles of Association of the public joint-stock company Invalda LT, the company participating in the split-off.
To approve Articles of Association of Invalda LT, the company participating in the split-off, and to authorise Darius Sulnis to undersign the approved Articles of Association.	FOR	AGAINST
4. Regarding the approval of Articles of Association of the split-off public joint-stock company INVL Technology.
To approve Articles of Association of the split-off company INVL Technology and to authorise Darius Sulnis to undersign the approved Articles of Association.	FOR	AGAINST
5. Regarding the approval of Articles of Association of the split-off public joint-stock company INVL Baltic Farmland.
To approve Articles of Association of the split-off company INVL Baltic Farmland and to authorise Darius Sulnis to undersign the approved Articles of Association.	FOR	AGAINST

---

INVALDA

GENERAL VOTING BULLETIN

of the public joint-stock company Invalda LT

General Shareholders Meeting

to be held on 28 April 2014

6. Regarding the approval of Articles of Association of the split-off public joint-stock company INVL Baltic Real Estate.
To approve Articles of Association of the split-off company INVL Baltic Real Estate and to authorise Darius Sulnis to undersign the approved Articles of Association.	FOR	AGAINST
7. Regarding the registered offices of the split-off public joint-stock companies.
To register offices of the split-off companies INVL Technology, INVL Baltic Real Estate and INVL Farmland at Seimyniskiu str. 1, Vilnius.	FOR	AGAINST
8. Auditor's report.
There is no voting on this issue of agenda. It is proposed to get acquainted with Company's auditor's report.
9. Consolidated annual report for 2013.
There is no voting on this issue of agenda. It is proposed to get acquainted with Company's consolidated annual report for 2013.
10. Approval of Company's and consolidated financial statements for 2013.
To approve Company's and consolidated financial statements for 2013.	FOR	AGAINST
11. Distribution of Company's profit (loss) of 2013.
1) Retained earnings (loss) at the end of the last financial year: LTL 27,045 thousand (EUR 7,833 thousand);
2) Net profit (loss) for the financial year: LTL 80,990 thousand (EUR 23,456 thousand);
3) Profit (loss) not recognized in the income statement of the reporting financial year – retained earnings transferred during the split-off: LTL -80,897 thousand (EUR -23,429 thousand);
4) Transfers from reserves: LTL 0 (EUR 0);
5) Shareholders contributions to cover loss: LTL 0 (EUR 0);
6) Distributable profit (loss) in total: LTL 27,138 thousand (EUR 7,860 thousand);
7) Profit transfers to the legal reserves: LTL 0 (EUR 0);
8) Profit transfers to the reserves for own shares acquisition: LTL 0 (EUR 0);
9) Profit transfers to other reserves: LTL 0 (EUR 0);
10) Profit to be paid as dividends: LTL 0 (EUR 0);
11) Profit to be paid as annual payments (bonus) to Management Board members, employees and for other purposes: LTL 0 (EUR 0);
12) Retained earnings (loss) at the end of the financial year carried forward to the next financial year: LTL 27,138 thousand (EUR 7,860 thousand).	FOR	AGAINST

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

(signature)

Date __ [day] __ [month] 2014

Page 2 of 2