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The resolutions of the Ordinary General Shareholders Meeting of Invalda INVL
The resolutions of the Ordinary General Shareholders Meeting of the public joint stock company Invalda INVL held on 30 April 2022:
1. Presentation of the public joint stock company Invalda INVL consolidated annual report for 2021.
Shareholders of the public joint stock company Invalda INVL are presented with the Consolidated Annual Report of the Company for 2021 (attached). There is no voting on this issue of agenda.
2. Presentation of the independent auditor’s report on the financial statements and consolidated annual report of the public joint stock company Invalda INVL.
Shareholders of the public joint stock company Invalda INVL are presented with the independent auditor’s report on the financial statements and consolidated annual report of the Company (attached). There is no voting on this issue of agenda.
3. Approval of the consolidated and stand-alone financial statements for 2021 of the public joint stock company Invalda INVL.
To approve the consolidated and stand-alone financial statements for 2021 (attached) of the public joint stock company Invalda INVL.
4. Resolution regarding profit distribution of the public joint stock company Invalda INVL.
To distribute profit of the public joint stock company Invalda INVL as follows (thousand EUR):
1) Retained earnings (loss) at the beginning of the financial year of the reporting period; | 62,686 |
2) Net profit (loss) for the financial year; | 37,453 |
3) Profit (loss) not recognized in the income statement of the reporting financial year; | - |
4) Transfers from reserves; | - |
from the reserve for the acquisition of own shares | - |
from the mandatory reserve | - |
from share premium | - |
from share based payments reserve | - |
5) Shareholders contribution to cover loss (if all or part of loss is covered by the shareholders) | - |
6) Distributable profit (loss) in total; | 100,139 |
7) Profit transfers to the legal reserves; | - |
8) Profit transfers to the reserves for own shares acquisition | - |
9) Profit transfers to the reserve for granting equity incentives | - |
10) Profit to be paid as dividends*; | -7,637* |
11) Profit to be paid as annual payments (bonus) and for other purposes; | |
12) Retained earnings (loss) at the end of the financial year. | 92,502 |
* EUR 0.65 per share, when the total number of shares entitling to dividends is 11,749,032. If the increase of the share capital is registered before the shareholders' rights accounting day, EUR 0.65 per share would also be paid for the newly issued shares. In this case, the amount allocated for dividends would increase to EUR 7,682 thousand and retained earnings (loss) at the end of the financial year would decrease to EUR 92,457 thousand.
5. Decision on approval of the Remuneration Report of the public joint stock company Invalda INVL.
To approve the Remuneration Report of the public joint stock company Invalda INVL for 2021 (presented as Annex 4 to the Consolidated Annual Report).
6. Regarding the election of the members of the Board of Invalda INVL for a new term of office.
At the end of the term of office of the members of the Board of Invalda INVL, to elect the following persons to the Board of Invalda INVL for 4 (four) years term of office:
The nominees are:
- Tomas Bubinas (independent member of the Board),
- Alvydas Banys
- Indrė Mišeikytė.
The newly elected members of the Board shall take up their duties upon adoption of this decision.
7. Regarding the determination of remuneration for work in the Board of the company.
7.1. To enter into Agreements with the elected members of the Board on the activities of the member of the Board and to set the following remuneration for the work in the Board of Invalda INVL (all taxes and fees applicable to the member of the Board, except for VAT (when the member of the Board becomes liable to pay VAT), inclusive):
7.1.1. to set a salary of EUR 200 per hour for an independent member of the Board, which shall be paid at least once per quarter for the hours actually spent by a member of the Board in attending and preparing for meetings, according to the report of the member.
7.1.2. to set a fixed monthly remuneration of EUR 1,500 for the other members of the Board, and a monthly fixed remuneration of EUR 2,000 when the member of the Board serves as the Chairman of the Board. The monthly remuneration may be reduced proportionately or not paid at all if a member of the Board does not attend the meetings of the Board of the company or does not perform other functions assigned to him.
7.2. To instruct the Board of the Company to determine other terms of the Agreements by a jointly adopted decision.
8. Approval of the salary change in accordance with the provisions of the Remuneration Policy.
Pursuant to the provisions of the Remuneration Policy approved by the General Meeting of Shareholders of the Company on 30 April 2020, amendments to the existing remuneration levels of the members of the Board of the Company must be approved by the General Meeting of Shareholders. If the remuneration of the existing members of the Board is changed without the approval of the General Meeting of Shareholders, such changes in remuneration shall be submitted to the next General Meeting of Shareholders of the Company for approval.
In accordance with the provisions of the Remuneration Policy of the Company, to approve the monthly salary of the member of the Board, acting as the advisor in the company, in the amount of EUR 4,625 as of 1 May 2022.
9. Resolution regarding purchase of own shares of the public joint-stock company Invalda INVL.
Until the day of the General Shareholders meeting the reserve for the purchase of own shares which is equal to EUR 9,888 thousand is not used.
To use the reserve (a part of it) for the purchase of own shares and to purchase shares in Invalda INVL under these conditions:
1) The goal for the purchase of own shares is to ensure shareholders a possibility to sell company’s shares.
2) The maximum number of shares to be acquired - the nominal value of own shares may not exceed 1/10 of the share capital.
3) The period during which the company may purchase its own shares - 18 months from the day of this resolution.
4) The maximum and minimal one share acquisition price: the maximum one share acquisition price - value of consolidated equity per one share calculated according to the last publicly announced data of the consolidated equity of Invalda INVL before the decision of the Board is taken; minimum one share acquisition price - EUR 1.
5) The conditions of the selling of the purchased shares and minimal purchase price: Purchased own shares (including the shares acquired before the adoption of this decision) may be cancelled by the decision of the General Shareholders Meeting or by the decision of the Board granted the right to acquire the shares for the employees upon conditions of the Rules for Granting Equity Incentives, or sold by the decision of the Board upon the condition that minimum sale price for one share isn’t lower than value of consolidated equity per one share calculated according to the publicly announced data of the consolidated equity of Invalda INVL before the decision of the Board is taken, and the sale procedure will ensure equal possibilities for all shareholders to purchase these shares.
The Board of Invalda INVL is delegated, on the basis of this resolution and the Law on Companies of the Republic of Lithuania, to adopt decisions regarding purchase and sale of own shares, to organise purchase and selling procedure of own shares and to 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 purchase and sale procedure of own shares.
From the date of this resolution the resolution of the General Shareholders Meeting on 30 April 2021 on the acquisition of own shares expires.
10. Resolution regarding the specific number of ordinary registered shares of Invalda INVL for which employees shall be offered stock options contracts during the year 2022 and regarding the price of the shares.
It is offered for the employees of Invalda INVL and of the companies, in which Invalda INVL owns 50%or more of shares, during the year 2022 to sign stock options contracts, on the basis of which, according to the procedures and terms established in stock options contracts, in year 2025 employees will be able to exercise the right to acquire up to 50,000 ordinary registered shares of Invalda INVL of EUR 0.29 nominal value, by paying for every acquired share EUR 1 (one). If a decision requiring payments to shareholders is made prior to the signing of the share purchase agreement, the transfer price of 1 (one) euro per share would be recalculated by reducing it by the amount paid per share. The acquisition price of the shares is fixed and does not change depending on the performance of the company and / or other group companies or the price of ordinary registered shares of Invalda INVL on the regulated market.
11. Resolution regarding the exercise of stock options granted to Invalda INVL Group employees in 2019.
Pursuant to the decision of the General Meeting of Shareholders of 30 April 2019, on the basis of which stock option agreements on the acquisition of shares of Invalda INVL in 2022 were concluded with the employees of Invalda INVL AB and companies in which more than 50% of the shares are owned by Invalda INVL, to establish that the right of the employees to acquire the said shares is exercised by submitting to the employees for subscription no more than 69,479 newly issued shares of the company.
12. Resolution regarding increase of authorised capital of the public joint stock company Invalda INVL.
Increase the authorised capital of the joint stock company Invalda INVL by additional monetary contributions from EUR EUR 3,473,786.17 to EUR 3,493,935.08.
13. Class, number, nominal value and minimum issue price and payment of the issued shares.
The authorised capital of Invalda INVL is increased by issuing 69.479 ordinary registered shares with a nominal value of EUR 0.29.
(i) On 30 April 2019, the General Meeting of Shareholders of the Company passed a resolution, based on which in 2019 stock option agreements were entered into with the employees. In accordance with the procedure and terms established in the valid stock option agreements, in 2022 the employees will acquire the right to acquire up to 69.479 ordinary registered shares of Invalda INVL, paying a price of 1 (one) euro for each share to be acquired. The acquisition price of the shares is fixed, it does not change depending on the performance of the company and / or other group companies or the price of ordinary registered shares of the joint-stock company Invalda INVL on the regulated market, (ii) on 30 April 2020, the general meeting of shareholders of the Company passed a resolution on the payment of dividends of EUR 0.80 per share, (iii) The Rules for Granting Equity Incentives, approved by the resolution of the General Meeting of Shareholders of 30 April 2018, which should be applied to the option agreements concluded in 2019, stipulate that if before the conclusion of the share purchase agreement the General Meeting of Shareholders of the company makes decisions on the payment of dividends, the issue of changing the number of shares and (or) the price of shares permitted to be acquired by employees must be considered in such a way as to maintain the economic logic of the share purchase agreement and the balance of interests between the parties, to establish that when exercising the 2019 share options, the share purchase – sale price shall be 0.20 euros, and the minimum issue price per share shall be EUR 0.29 (minimum total issue value - EUR 20,148.91).
Newly issued shares are granted against partial payment. The issue price of the newly issued shares is paid in cash as follows: (i) part of the issue price, equal to 0.20 euros per share, is paid by the person subscribing to the shares, (ii) the remaining part of the issue price is paid by the company from the reserve set up by the company to grant shares. The subscription agreements for the issued shares are concluded until 8 June 2022.
If not all shares are subscribed for during the subscription period, the authorised capital will be increased by the sum of the nominal values of the subscribed shares. On the basis of this decision, the Board of the Company must amend the Articles of Association and the number of shares accordingly in the Articles of Association and submit the amended Articles of Association to the Registrar of Legal Entities.
14. Cancellation of the pre-emptive right of shareholders of the public joint stock company Invalda INVL to acquire shares issued by the Company.
Pursuant to the provisions of Article 57 of the Law on Companies of the Republic of Lithuania, to cancel the pre-emptive right of the shareholders of Invalda INVL to acquire 69,479 ordinary registered shares with a nominal value of EUR 0.29 each.
Priority will be revoked according to the decision of the General Meeting of Shareholders held on 30 April 2019, on the basis of which employees of the public joint-stock company Invalda INVL and employees of the companies where more than 50 per cent of the shares are owned by the Company, signed stock option contracts to acquire ordinary registered shares of the public joint-stock company Invalda INVL. Accordingly, the pre-emptive right to acquire the newly issued 69,479 ordinary registered shares of the public joint-stock company Invalda INVL is granted to the employees of the joint stock company Invalda INVL and employees of the companies with more than 50 per cent of the shares owned by Invalda INVL, who have concluded the aforementioned option contracts and for whom the right to acquire the newly issued shares has not been revoked on the grounds established in the Rules for Granting Equity Incentives (the list of persons who are entitled to acquire the newly issued 69,479 ordinary registered shares of the public joint-stock company Invalda INVL is stored in the premises of Invalda INVL, in order to ensure the protection of the personal data the list is not published).
15. Amendment of the Articles of Association of the public joint stock company Invalda INVL and approval of the new wording of the Articles of Association.
Taking into account: (i) the decisions of the agenda’s items 11 - 14; (ii) the provisions of the Law on Companies of the Republic of Lithuania that if a supervisory board is not formed in a public limited company whose shares are admitted to trading on a regulated market, the Articles of Association of the company must provide that a board is formed in the company, and the board performs the supervisory functions established in Paragraph 11 of Article 34 of the Law on Companies; and in accordance with the Law on Companies of the Republic of Lithuania, to approve the new wording of the Articles of Association of the public joint stock company Invalda INVL (the draft Articles of Association is attached), changing the entire text of the Articles of Association (without separately approving the amendment of each clause of the Articles of Association).
To authorise Darius Šulnis, the President of the public joint stock company Invalda INVL, to sign the new wording of the Company's Articles of Association.
16. Regarding the adjustment of the terms of payment for audit services for the audit services of 2021 annual financial statements
To set an additional remuneration not exceeding EUR 3,500 per year (value added tax is calculated and paid additionally in accordance with the procedure established by legal acts) to the Company's audit company KPMG Baltics, UAB, registered address Lvivo str 101, Vilnius, company code 111494971, for the audit services of the annual accounts for 2021 in order to meet the requirements of the Articles 3 and 4 of the Commission Delegated Regulation (EU) 2018/815 of 17 December 2018 supplementing Directive 2004/109/EC of the European Parliament and of the Council with regard to regulatory technical standards on the specification of a single electronic reporting format.
The person authorized to provide additional information is:
Darius Sulnis, President of Invalda INVL
E-mail Darius.Sulnis@invl.com
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