Convocation of the extraordinary general shareholders meeting of Invalda INVL and draft resolutions on the agenda of the meeting
31 Octubre 2023 - 12:30AM
Convocation of the extraordinary general shareholders meeting of
Invalda INVL and draft resolutions on the agenda of the meeting
On the initiative and decision of the Board of the public joint
stock company Invalda INVL the extraordinary General Shareholders
Meeting of the public joint stock company Invalda INVL
(identification code 121304349, the registered address Gynėjų str.
14 Vilnius, Lithuania) is to be held on 22 November 2023 at
9:00 a.m. in the premises located in Gynėjų str. 14,
Vilnius. Registration of the shareholders will start at 8:30
a.m.
The total number of shares of the Company amounts to 12,234,305.
Given that the Company has acquired its own shares, the total
number of votes for the quorum of the General Meeting of
Shareholders is 12,004,764. ISIN code of the shares of the Company
is LT0000102279.
The accounting day of the of General Meeting of
Shareholders – 15 November 2023 (the persons who are
shareholders of the Company at the end of accounting day of the
General Meeting of Shareholders or persons authorized by them, or
the persons with whom shareholders concluded the agreements on the
disposal of voting right, shall have the right to attend and vote
at the General Meeting of Shareholders).
The agenda of the meeting:1. The decision
regarding the ordinary registered shares of the joint-stock company
Invalda INVL, for which stock option contracts are proposed for
part of the employees in 2023, and the price of the shares.
Draft resolutions of the meeting prepared by the
company's Board:1. The decision regarding the ordinary
registered shares of the joint-stock company Invalda INVL, for
which stock option contracts are proposed for part of the employees
in 2023, and the price of the shares.
It is proposed to enter into stock option
contracts with the employees of UAB INVL Asset Management, INVL
Life, UADB, UAB FMĮ INVL Financial Advisors, the subsidiaries of
Invalda INVL, moving to AB Šiaulių bankas or its subsidiaries, in
connection with the implementation of the merger of Invalda INVL’s
indirectly managed retail asset management and life insurance
businesses with AB Šiaulių bankas group, which was concluded on 22
November 2022. On the basis of the above-mentioned stock option
contracts, in 2027 the employees will be able to exercise the
right to acquire ordinary registered shares with a nominal value of
EUR 0.29 shares of the joint-stock company Invalda INVL, by paying
for every acquired share EUR 1 (one), the amount of which will not
exceed the amount of shares calculated by dividing EUR 300,000
(three hundred thousand) by the difference between the net asset
value per share of Invalda INVL on 31 December 2023 or the market
price of the company's shares on the said date (taking the greater
of these two amounts), reduced by the amount of dividends assigned
to the share at the ordinary general meeting of shareholders in
2024 (if such a decision is adopted), and the exercise price of 1 (
one) euro. If, between the general meeting of shareholders in
2024 and the signing of the share purchase agreement, a decision
that stipulated payments to shareholders is made, the sale price of
1 (one) euro 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
2023.
Additional information about the shareholders' meeting:
The documents related to the agenda, draft resolutions on every
item of agenda, documents what have to be submitted to the General
Shareholders Meeting and other information related to the
shareholders rights are published on the Company’s website
www.invaldainvl.com, menu item Investor relations.
Shareholders have the right: (i) to propose to supplement the
agenda of the General Shareholders Meeting submitting draft
resolution on every additional item of agenda or, then there is no
need to make a decision - explanation of the shareholder (this
right is granted to shareholders who hold shares carrying at least
1/20 of all the votes). Proposal to supplement the agenda is
submitted in writing sending the proposal by registered mail to the
Company at Gyneju str. 14, Vilnius, Lithuania, or delivered in
person to the representative of the Company or by sending proposal
to the Company by email info@invaldainvl.com. The agenda is
supplemented if the proposal is received no later than 14 days
before the General Shareholders Meeting; (ii) to propose draft
resolutions on the issues already included or to be included in the
agenda of the General Shareholders Meeting at any time prior to the
date of the General Shareholders meeting (in writing, sending the
proposal by registered mail to the Company at Gyneju str. 14,
Vilnius, Lithuania, or delivered in person to the representative of
the Company or by sending proposal to the Company by email
info@invaldainvl.com) or in writing during the General Shareholders
Meeting (this right is granted to shareholders who hold shares
carrying at least 1/20 of all the votes); (iii) to submit questions
to the Company related to the issues of agenda of the General
Shareholders Meeting in advance but no later than 3 business days
prior to the General Shareholders Meeting in writing sending the
proposal by registered mail to the Company at Gyneju str. 14,
Vilnius, Lithuania, or delivered in person to the representative of
the Company or by sending proposal to the Company by email
info@invaldainvl.com. The company reserves the right to answer to
those shareholders of the Company who can be identified and whose
questions are not related to the company's confidential information
or commercial secrets.
Shareholder participating at the General Shareholders Meeting
and having the right to vote, must submit documents confirming
personal identity. Each shareholder may authorise either a natural
or a legal person to participate and to vote on the shareholder's
behalf at the General Shareholders Meeting. A power of attorney
issued by a natural person must be certified by a notary. The
representative has the same rights as his represented shareholder
at the General Shareholders Meeting. The authorized persons must
have documents confirming their personal identity and power of
attorney approved in the manner specified by law which must be
submitted to the Company no later than before the commencement of
registration for the General Shareholders Meeting. A power of
attorney issued in a foreign state must be translated into
Lithuanian and legalised in the manner established by law. The
Company does not establish special form of power of attorney.
Shareholder is entitled to issue power of attorney by means of
electronic communications for legal or natural persons to
participate and to vote on its behalf at the General Shareholders
Meeting. No notarisation of such authorization is required. The
power of attorney issued through electronic communication means
must be confirmed by the shareholder with a safe electronic
signature developed by safe signature equipment and approved by a
qualified certificate effective in the Republic of Lithuania. The
shareholder shall inform the Company on the power of attorney
issued through the means of electronic communication by e-mail
info@invaldainvl.com not later than on the last business day before
the General Shareholders Meeting. The power of attorney and
notification must be issued in writing and could be sent to the
Company by electronic communication means if the transmitted
information is secured and the shareholder's identity can be
identified.
The Company is not providing the possibility to attend and vote
at the General Shareholders Meeting through electronic means of
communication. Shareholder or its representative may vote in
writing by filling ballot paper and signing with a qualified
electronic signature, in such a case the requirement to deliver a
personal identity document does not apply. The form of the general
ballot paper is published together with draft resolutions of the
General Shareholders Meeting as well as on the Company's website
www.invaldainvl.com.
If shareholder requests, the Company shall send the ballot paper
to the requesting shareholder by registered mail or ordinary
mail.
The filled ballot paper must be signed by the shareholder or its
authorised representative. Document confirming the right to vote
must be added to the ballot paper if an authorized person is
voting. The filled and signed ballot paper must be sent by the
registered mail to the Company at Gyneju str. 14, 01109 Vilnius,
Lithuania, or delivered in person no later than the beginning of
the General Shareholders Meeting. Shareholders may also vote by
signing the voting bulletin with an electronic signature and
sending it to the Company by e-mail. A duly completed and with a
qualified electronic signature signed ballot paper can be sent to
the company by e-mail info@invaldainvl.com before the start of the
general meeting of shareholders.
The person authorized to provide additional information
is:Darius Sulnis, CEO of Invalda INVL
E-mail Darius.Sulnis@invl.com
- Ballot paper Invalda INVL_22 11 2023
Invalda Invl Ab (LSE:0IJB)
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