Invalda AB                          Material Event                                   19-10-2005



Resolutions of the Board Meeting



Resolutions of the Board of meeting of AB Invalda (the “Company”) dated 18 October 2005:



1. On 21 November 2005 to call extraordinary shareholders meeting. Shareholders meeting will be

held on 11:00 in the hotel “Holliday Inn” located at Šeimyniškių g. 1, Vilnius.  Shareholders 

registration shall start from 10:30.

To propose following shareholders meeting agenda:

1. Increase of Company’s authorized capital with additional contributions.

2. Revocation of shareholders preemptive right to acquire newly issued shares.

3. Changes of Company bylaws and approval of new edition. 



To resolve that accounting date for the shareholders for the extraordinary shareholder meeting

to be held on 21 November 2005 is 14 November 2005.  



2. To approve following draft resolutions for the extraordinary shareholder meeting of AB “Invalda”:

1. Increase of Company’s authorized capital by additional with additional contributions.

Draft resolution:

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

41 734 662 Litas, by issuing 1 317 323 common registered shares with par value of  1 (one) Litas

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

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

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

on 18 October 2005;

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;

3. share issue is non public;

4. subscribed shares are paid in cash; 

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

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;

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; 

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

issue  and subscription of newly issued shares

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. Revocation of shareholders preemptive right to acquire newly issued shares.

Draft resolution:

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 shares to Mr. Darius Šulnis.

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

AB “Invalda” and to achieve more transparent shareholder structure. 



3. Changes of Company bylaws and approval of new edition. 

Draft resolution:

3.1. After the subscription of the new issue 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.



3. To approve the announcement text „Regarding revoking of the preemptive shareholders rights

to subscribe to newly issued AB “Invalda“ shares“”



4. Regarding acquisition of shares:

To acquire the shares from Darius Šulnis in the total amount 16.73 million Litas:

- 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;

- UAB „INVALDA REAL ESTATE“ 1771 common registered shares, the 25 percent of the total share capital.



5. When all planned (mentioned above) transactions are concluded and after end of current financial

year, to propose to shareholders meeting to discuss a question of merger of

UAB “Pozityvios investicijos” and AB “Invalda”.



Alvydas Banys

Vice-president

+370 5 279 06 91