Resolutions of the shareholders' meeting of Invalda INVL held on
30/04/2023
The resolutions of the Extraordinary General Shareholders
Meeting of the public joint stock company Invalda INVL held on 30
April 2023:
1. Presentation of the public joint stock company
Invalda INVL consolidated annual report for
2022.Shareholders of the public joint stock company
Invalda INVL are presented with the Consolidated Annual Report of
the Company for 2022 (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 2022 of the public joint stock company
Invalda INVL.To approve the consolidated and stand-alone
financial statements for 2022 (attached) of the public joint stock
company Invalda INVL.
4. Resolution regarding profit distribution of the
public joint stock company Invalda INVL.
To approve the profit distribution of the joint-stock company
Invalda INVL in accordance with the draft profit distribution
proposed by the Board (attached).
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 2022 (included into the Consolidated
Annual Report as Annex 4).
6. 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 2022 on the acquisition of own
shares expires.
7. Resolution regarding the exercise of stock options
granted to Invalda INVL Group employees in 2020.Pursuant
to the decisions of the General Meetings of Shareholders of 30
April 2020 and 1 July 2020, on the basis of which stock option
agreements on the acquisition of shares of Invalda INVL in 2023
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 314,819 newly issued shares of the company.
8. 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 3,493,935.08 to EUR
3,585,232.59.
9. Class, number, nominal value and minimum issue price
and payment for the issued shares.
The authorised capital of Invalda INVL is increased by issuing
314,819 ordinary registered shares with a nominal value of EUR
0.29.
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.
To determine that when exercising the stock options granted in
2020, the minimum issue price of one share is EUR 0.35 (the minimum
total issue value of these shares is EUR 110,186.65).
To instruct the Board of the Company to make all decisions
necessary to exercise stock options granted in 2020, including, but
not limited to, determining the exact share issue price. In
accordance with the provisions of Article 45 of the Law on
Companies, shares may be issued at different share issue prices
during one share issue.
The issue price of the newly issued shares is paid in cash by
the persons subscribing to the shares.
The subscription agreements for the issued shares are concluded
until 20 July 2023.
10. 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 314,819 ordinary registered shares with a
nominal value of EUR 0.29 each.
Priority will be revoked upon implementation of the decisions of
the company's general meetings of shareholders on 30 April 2020 and
1 July 2020, 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 314,819 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 314,819 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).
11. 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.To approve the new
wording of the Articles of Association of the public joint stock
company Invalda INVL (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.
12. Resolution regarding the number of ordinary
registered shares of Invalda INVL for which employees shall be
offered stock options contracts during the year 2023 and regarding
the price of the shares.12.1. 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 2023 to sign stock
options contracts, on the basis of which, according to the
procedures and terms established in stock options contracts, in
year 2026 employees will be able to exercise the right to acquire
up to 150,000 ordinary registered shares of Invalda INVL of EUR
0.29 nominal value, by paying for every acquired share EUR 1 (one).
If a decision was made prior to the signing of the share purchase
agreement, which stipulates payments to shareholders, the transfer
price of EUR 1 (one) per share would be recalculated, 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.These
stock options would be granted as a variable part of the
remuneration for the year.
12.2. 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 2023 to sign stock options contracts, on the basis of
which, according to the procedures and terms established in stock
options contracts, in year 2026 employees will be able to exercise
the right to acquire up to 350,000 ordinary registered shares of
Invalda INVL of EUR 0.29 nominal value, by paying for every
acquired share EUR 1 (one). This number of shares will be
recalculated by reducing it by an amount such that the value of the
options granted will be equal to the amount indicated below. The
beneficiaries of these options would be granted about 7% of the
increase in the value of the net assets between 31.12.2022 (EUR
11.07 per share) and 31.12.2025 above a minimum return barrier of
12% (i.e. the right to acquire shares would be granted if the value
of the net assets on 31.12.2025 exceeds EUR 15.0552 per share). If
payments per share are made prior to the subscription of the share
purchase agreement, the minimum return barrier (EUR 15.0552 per
share) would be reduced by the amount of the payment plus 12%
interest calculated from the determined date by the company’s Board
until 31.12.2025.
These stock options would be granted as a variable part of
long-term incentive programme. The company's board is authorized to
establish detailed conditions for the implementation of this
programme.
13. Update of the Regulations of the Audit
Committee
Approve the updated Regulations of the Audit Committee of
Invalda INVL (attached).
14. Revocation of members of the Audit Committee and
election of members of the Audit Committee for a new term of
office.
To recall Dangutė Pranckėnienė and Tomas Bubinas from the Audit
Committee of Invalda INVL in corpore.
For a new term of 4 (four) years to elect to the Audit Committee
of Invalda INVL 3 members, two of whom are independent: Dangutė
Pranckėnienė (independent member), Andrius Lenickas (independent
member) and Tomas Bubinas. The information about the Audit
Committee members is attached.
15. Regarding the determination of remuneration for
members of the Audit Committee.
To set a remuneration of no more than 200 euros per hour for
work in the Audit Committee of Invalda INVL. The remuneration is
paid for the hours actually spent performing the activities of a
member of the Audit Committee.
The person authorized to provide additional
information is:Darius Sulnis, President of Invalda INVLE-mail
Darius.Sulnis@invl.com
- invaldainvl-2022-12-31-en
- Invalda INVL Independent Auditor Report 2022
- Audit Committee report_Invalda INVL
- Draft profit (loss) distribution_2022
- Articles of Association of Invalda INVL_30 04 2023
- Regulations of the Audit Committee_2023
- Members of the Audit Committee of Invalda INVL
- Media release
Invalda Invl Ab (LSE:0IJB)
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