Invalda AB                         Material Event                                 21-11-2005



Resolutions of Extraordinary General Meeting 



The Extraordinary General Meeting of AB Invalda (the “Company”) dated 21 November, 2005

resolved:



1. To increase Company’s authorized capital by LTL 1 317 323, from LTL 40 417 339 to

LTL 41 734 662, by issuing 1 317 323 ordinary registered shares with par value of LTL 1 

(one) and to approve the  following order of subscription for the newly issued shares: 

1.1. shares are issued with at issue price of LTL 12,70, which is equal  to the price of common

registered shares of AB “Invalda” with the par value of LTL 1 set on the Vilnius stock exchange

on 18 October 2005;

1.2. subscription for shares will commence on the second business day after Company’s

shareholders meeting which approves decision on the increase of the registered capital, 

subscription will last for the period of seven days, during this period share subscription 

agreements have to be signed;

1.3. share issue is non public;

1.4. subscribed shares are paid in cash; 

1.5. full share issue price has to be paid on the date of share subscription agreement; 

1.6. shares will be subscribed in the Company’s headquarters at  Šeimyniškių g. 3, Vilnius,

Republic of Lithuania, during regular business days and business hours;

1.7. to authorize Company’s board to amend value of authorized capital and to change 

Company’s bylaws accordingly, in the case if not all issued shares are subscribed; 

1.8. Company’s management is authorized to sign documents related to registration of 

Company’s share issue  and subscription of newly issued shares;

1.9. Company’s management board is authorized to resolve all maters related to this share 

issue which are not resolved by  the decisions of this shareholders meeting.



2.1. To revoke preemptive rights to acquire newly issued shares of the Company of all 

Company shareholders.

2.2. To grant exclusive right to acquire newly issued Company’s shares to Mr. Darius Šulnis,

personal number 37101210425, residing at Bitininkų str. 4c-30, Vilnius.

2.3. Reason for revocation of preemptive right – to increase efficiency of management of

AB “Invalda” and to achieve more transparent shareholder structure, it was resolved to acquire

from Darius Šulnis AB FMI FINASTA 8500 common registered shares with par value LTL 100

each, the 25 percent of the total share capital, AB „SANITAS“ 170 000 common registered

shares with par value LTL 5 each, the 7.7 percent of the total share capital and 

UAB „INVALDA REAL ESTATE“ 1771 common registered shares, the 25 percent of

the total share capital and to increase Company’s authorized capital by issuing 1 317 323

ordinary registered shares with par value LTL 1 each, granting the exclusive right to acquire

all newly issued shares to Mr. Darius Šulnis, personal number 37101210425, residing

at Bitininkų str. 4c-30, Vilnius.



3.1. After the subscription of the new issue the following amendments of Article 12 and 15 in

the Statute of the Company will be made:

“12. Company share capital is 41 734 662 (forty one million seven hundred thirty four thousand

six hundred sixty two) Litas.”

“15. Company share capital is divided to 41 734 662 (forty one million seven hundred thirty

four thousand six hundred sixty two) common registered shares.” 

3.2. To authorize the Company manager Algirdas Bučas to sign the bylaws of the Company

and other documents with amendments made, to register amended bylaws with the

official authorities and to perform other related activities.



Alvydas Banys

Vice-president

+370 5 279 06 91