The draft resolutions prepared by the Board of Invalda INVL (company code 121304349, registered office address Gynėjų str 14, Vilnius, Lithuania) are submitted to the Ordinary General Meeting of Shareholders to be held on 30 April 2026.
The draft resolutions of the General Shareholders Meeting:
1. Familiarisation with the consolidated annual management report for 2025 of the public joint stock company Invalda INVL.
Shareholders have been familiarised with the consolidated annual management report for 2025 of the public joint stock company Invalda INVL (attached). No resolution shall be adopted on this agenda item.
2. Familiarisation with the independent auditor's report on the financial statements and the consolidated annual management report of the public joint stock company Invalda INVL.
Shareholders have been familiarised with the independent auditor's report on the financial statements and the consolidated annual management report of the public joint stock company Invalda INVL (attached). No resolution shall be adopted on this agenda item.
3. Approval of the consolidated and the company's financial statements for the year 2025.
To approve the consolidated and company’s financial statements for the year 2025 (attached).
4. Resolution on the distribution of profit of the public joint stock company Invalda INVL.
To approve the profit distribution of the public joint stock company Invalda INVL in accordance with the profit distribution plan proposed by the Management Board (the full profit distribution proposal is attached; the distribution includes a dividend of EUR 1.00 per share).
5. Resolution on the approval of the Remuneration Report of the public joint stock company Invalda INVL.
To approve the Remuneration Report for 2025 of the public joint stock company Invalda INVL (presented as Annex 4 of the consolidated annual management report).
6. Resolution on the repurchase of own shares of the public joint stock company Invalda INVL.
As of this General Meeting of Shareholders, a reserve of EUR 9,100 thousand for the acquisition of own shares remains unused.
To use the reserve (or part thereof) for the acquisition of own shares and to acquire shares of the public joint stock company Invalda INVL under the following conditions:
1. The purpose of the acquisition of shares is to reduce the share capital of Invalda INVL by cancelling the shares acquired by the company, and/or to fulfil obligations related to stock option programmes, if it is resolved to use this method of granting shares.
2. The maximum permissible number of shares to be acquired — the total nominal value of own shares held by the public joint stock company Invalda INVL may not exceed 1/10 of the share capital.
3. The period during which the company may acquire its own shares — 18 months from the date of adoption of this resolution.
4. Maximum and minimum share acquisition price: the maximum acquisition price per share shall be the value of consolidated equity per one share, calculated based on the most recently published consolidated equity of the public joint stock company Invalda INVL prior to the Management Board resolution being adopted; the minimum acquisition price per share shall be EUR 1.
5. Procedure for selling own shares and minimum selling price: the own shares acquired (including own shares acquired prior to the adoption of this resolution) may be cancelled by resolution of the General Meeting of Shareholders, or the Management Board may grant the right to acquire shares to employees in accordance with the Rules for Granting Equity Incentives. The acquired shares will not be sold, therefore, the minimum selling price and selling procedure are not established.
The Management Board of the public joint stock company Invalda INVL is instructed to:
(i) Initiate a reduction of the company's share capital within the period prescribed by law, if the nominal value of acquired and held own shares exceeds 1/10 of the share capital.
(ii) Subject to the conditions set out in this resolution and the requirements of the Law on Companies of the Republic of Lithuania, adopt resolutions on the repurchase of own shares of the public joint stock company Invalda INVL, organise the repurchase of own shares, determine the method, procedure and timing of the repurchase, the number of shares and the price, and carry out all other actions related to the acquisition of own shares.
From the date of adoption of this resolution, the resolution of the General Meeting of Shareholders of 30 April 2025 on the acquisition of own shares shall cease to have effect.
7. On the election of Management Board members of the public joint stock company Invalda INVL for a new term of office.
Upon the expiry of the term of office of the Management Board, the candidates from among those nominated who received the most votes shall be elected to the Management Board of the public joint stock company Invalda INVL for a term of 4 (four) years. It is proposed to cast votes for the following candidates (the introduction of candidates for the Management Board is attached):
-Tomas Bubinas (nominee for independent member),
-Alvydas Banys,
-Indrė Mišeikytė.
The newly elected Management Board members shall commence their activities from the date of adoption of this resolution.
8. On the determination of remuneration for work on the company's Management Board.
8.1. Following the election of Management Board members for a new term of office, the following remuneration shall be established for work on the Management Board of the public joint stock company Invalda INVL (all taxes and fees applicable to the Management Board member, except VAT (where the Management Board member is obliged to pay VAT), are included):
8.1.1. The independent Management Board member shall be entitled to remuneration of EUR 300 per hour, payable no less than once per quarter for the hours actually spent by the Management Board member participating in Management Board meetings and preparing for meetings, based on the data provided in the Management Board member's report.
8.1.2. Other Management Board members shall be entitled to a fixed monthly remuneration of EUR 1,500; where a Management Board member serves as Chairperson of the Management Board — a fixed monthly remuneration of EUR 2,000. The monthly remuneration may be proportionally reduced or not paid at all if the Management Board member does not participate in the Company's Management Board meetings or does not perform other functions assigned to them.
8.2. To instruct the Management Board of the company to determine other terms of the agreements by a jointly adopted decision.
9. Resolution on the exercise of stock options granted to employees of the Invalda INVL group in 2023.
In implementing the resolution of the company's General Meeting of Shareholders of 30 April 2023, on the basis of which stock option agreements were concluded with employees of Invalda INVL and companies in which more than 50% of shares are owned by Invalda INVL for the acquisition of shares of the public joint stock company Invalda INVL in 2026, it is established that employees shall exercise their right to acquire the aforementioned shares by signing newly issued shares of the Company.
A. If the General Meeting of Shareholders of 30 April 2026 approves the proposed profit distribution and EUR 1.00 per share in dividends is allocated:
- Given that the total amount of dividends per share declared from the date of conclusion of the stock option agreements, granted as a variable part of annual remuneration, until the date of conclusion of the share subscription agreement, by EUR 1.35 exceeds the established acquisition price of EUR 1 (one), the shares are granted to employees free of charge, and in order to preserve the economic rationale of the agreement to conclude a share acquisition agreement, the number of shares to be granted is recalculated according to the following formula: number of shares allocated in 2023 + ((1.35 (the difference arising from dividends paid since the conclusion of the stock option agreement) × number of shares allocated in 2023) / (EUR 23.60 (the higher price at end of 2025 between the market price per share and the net asset value per share) – EUR 1.00 (dividends allocated in 2026))). The calculated number of shares is rounded in accordance with mathematical rounding rules. Accordingly, for employees to whom stock options were granted as a variable part of annual remuneration, the recalculated number of shares to be offered for subscription amounts to 50,049 units.
- For employees to whom stock options were granted as a variable part of a long-term incentive programme, the calculated number of shares to be offered for subscription amounts to 333,804 units.
- Employees shall exercise their right to acquire the aforementioned shares by signing no more than 383,853 units of newly issued shares of the Company.
B. If the General Meeting of Shareholders of 30 April 2026 does not approve the proposed profit distribution and no dividends are allocated:
- Given that the total amount of dividends per share declared from the date of conclusion of the stock option agreements, granted as a variable part of annual remuneration, until the date of conclusion of the share subscription agreement, by EUR 0.35, exceeds the established acquisition price of EUR 1 (one), the shares are granted to employees free of charge, and in order to preserve the economic rationale of the agreement to conclude a share acquisition agreement, the number of shares to be granted is recalculated according to the following formula: number of shares allocated in 2023 + ((0.35 (the difference arising from dividends paid since the conclusion of the stock option agreement) × number of shares allocated in 2023) / (EUR 23.60 (the higher price at end of 2025 between the market price per share and the net asset value per share)). The calculated number of shares is rounded in accordance with mathematical rounding rules. Accordingly, for employees to whom stock options were granted as a variable part of annual remuneration, the recalculated number of shares to be offered for subscription amounts to 47,929 units.
- For employees to whom stock options were granted as a variable part of a long-term incentive programme, the calculated number of shares to be offered for subscription amounts to 317,316 units.
- Employees shall exercise their right to acquire the aforementioned shares by signing no more than 365,245 units of newly issued shares of the company.
10. Resolution on the increase of the share capital of the public joint stock company Invalda INVL.
To increase the share capital of the public joint stock company Invalda INVL by additional cash contributions from EUR 3,566,818.75 to EUR 3,678,136.12, if the General Meeting of Shareholders of 30 April 2026 approves the proposed profit distribution, or to EUR 3,672,739.80, if the General Meeting of Shareholders of 30 April 2026 does not approve the proposed profit distribution.
11. Class, number, nominal value and minimum issue price of shares to be issued, and payment.
The share capital of the public joint stock company Invalda INVL shall be increased by issuing 383,853 units of ordinary registered shares with a nominal value of EUR 0.29, if the General Meeting of Shareholders of 30 April 2026 approves the proposed profit distribution, or by issuing 365,245 units of ordinary registered shares with a nominal value of EUR 0.29, if the General Meeting of Shareholders of 30 April 2026 does not approve the proposed profit distribution.
If not all shares are subscribed for within the period allotted for subscription, the share capital shall be increased by the total nominal value of the subscribed shares. On the basis of this resolution, the Management Board shall amend the share capital amount and the number of shares in the Company's articles of association accordingly and submit the amended Articles of Association to the registrar of the Register of Legal Entities.
The minimum issue price per share is established at EUR 0.29 (the minimum total issue value of these shares being EUR 111,317.37, if the General Meeting of Shareholders of 30 April 2026 approves the proposed profit distribution, or EUR 105,921.05, if the General Meeting of Shareholders of 30 April 2026 does not approve the proposed profit distribution).
The Management Board of the Company is instructed to adopt all resolutions necessary for the exercise of the stock options granted in 2023, 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 issue prices within a single share issue.
Shares shall be granted free of charge to employees to whom stock options were granted as a variable part of annual remuneration, and the issue price of such newly issued shares shall be paid from funds of the public joint stock company Invalda INVL out of the reserve established by the company for granting shares. Employees to whom stock options were granted as a variable part of a long-term incentive programme shall pay for the newly issued shares by cash contributions within 5 business days from the date of conclusion of the share subscription agreement.
Share subscription agreements for the shares to be issued shall be concluded by 15 June 2026.
12. Resolution on the cancellation of the pre-emptive right of shareholders of the public joint stock company Invalda INVL to acquire shares issued by the company.
In accordance with the provisions of Article 57 of the Law on Companies of the Republic of Lithuania, to cancel the pre-emptive right of shareholders of the public joint stock company Invalda INVL to acquire the newly issued ordinary registered shares with a nominal value of EUR 0.29, the number of which is specified in item 11 of the agenda of this General Meeting of Shareholders.
The pre-emptive right is cancelled in implementation of the resolution of the company's General Meeting of Shareholders of 30 April 2023, on the basis of which stock option agreements were concluded with employees of the public joint stock company Invalda INVL and companies in which more than 50% of shares are owned by the public joint stock company Invalda INVL for the acquisition of shares of the public joint stock company Invalda INVL. Accordingly, the pre-emptive right to acquire the newly issued ordinary registered shares of the public joint stock company Invalda INVL referred to in item 11 is granted to employees of the public joint stock company Invalda INVL and companies in which more than 50% of shares are owned by the public joint stock company Invalda INVL, as well as to persons who were employees of such companies at the time of conclusion of the stock option agreements, who have concluded the aforementioned stock option agreements and whose right to acquire newly issued shares has not been revoked on the grounds set out in the Rules for Granting Equity Incentives (the list of persons entitled to acquire the newly issued ordinary registered shares of the public joint stock company Invalda INVL referred to in item 11 is kept at the public joint stock company Invalda INVL; in order to ensure protection of personal data, the list will not be made public).
13. Resolution on the amendment of the Articles of Association of the public joint stock company Invalda INVL and the approval of the new wording of the Articles of Association.
In order to implement the resolutions set forth in items 9–12 of the agenda for this meeting, 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), amending the entire text of the Articles of Association (without additionally approving amendments to individual clauses of the articles of association).
To authorise the CEO of the public joint stock company Invalda INVL, Darius Šulnis, to sign the new wording of the company's Articles of Association.
14. Resolution on the number of ordinary registered shares of the public joint stock company Invalda INVL in respect of which stock option agreements are proposed to be concluded with employees in 2026, and the share price.
14.1. In 2026, stock option agreements are proposed to be concluded with employees of the public joint stock company Invalda INVL and companies in which more than 50% of shares are owned by the public joint stock company Invalda INVL, on the basis of which in 2029, in the manner and within the timeframes set out in the stock option agreements, employees would acquire the right to receive up to 100,000 ordinary registered shares of the public joint stock company Invalda INVL with a nominal value of EUR 0.29.
It is established that shares shall be granted free of charge. If, prior to the granting of shares, the company has allocated dividends or paid out free funds per share, in order to preserve the economic rationale of the agreement to conclude a share acquisition agreement, the number of shares to be granted shall be increased by adding an additional amount calculated according to the following formula: (dividends per share allocated at the General Meetings of Shareholders in 2027, 2028 and 2029 and/or free funds per share paid out during the 2026–2029 period prior to the granting of shares) × number of shares allocated in 2026) / (the higher price at end of 2028 between the market price per share and the net asset value per share – dividends allocated at the General Meeting of Shareholders in 2029 and/or free funds per share paid out during 2029 prior to the granting of shares). If shares are granted before the record date for dividends in 2029, such dividends per share shall not be included in the recalculation formula when recalculating the number of shares. The number of shares recalculated in accordance with this formula shall be deemed to be approved by the shareholders in accordance with the Rules for Granting Equity Incentives. If newly issued shares are granted in 2029, the issue price per share shall equal the nominal value of the share and the full price shall be paid from funds of the public joint stock company Invalda INVL out of the reserve established by the Company for granting shares.
These stock options would be granted as a variable part of annual remuneration.
14.2. In 2026, stock option agreements are proposed to be concluded with employees of the public joint stock company Invalda INVL and companies in which more than 50% of shares are owned by the public joint stock company Invalda INVL, on the basis of which in 2029, in the manner and within the timeframes set out in the stock option agreements, employees would acquire the right to receive up to 350,000 ordinary registered shares of the public joint stock company Invalda INVL with a nominal value of EUR 0.29. It is established that shares shall be granted free of charge. The above-mentioned 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 recipients of these options would be granted approximately 7% of the increase in net asset value between 31 December 2025 (EUR 21.25 per share) and 31 December 2028, above a minimum return barrier of 12% (i.e. the right to acquire shares would be granted if the net asset value on 31 December 2028 exceeded EUR 28.90 per share). If payments per share are made by 31 December 2028, the minimum return barrier (EUR 28.90) would be reduced by the amount of the payment plus 12% interest calculated from the date set by the Management Board until 31 December 2028.
These stock options would be granted as a variable part of a long-term incentive programme. The Management Board is instructed to determine the detailed conditions for the implementation of this programme.
Further information:
Darius Sulnis, CEO of Invalda INVL
Darius.Sulnis@invl.com
Attachments
- invaldainvl-2025-12-31-0-en
- Invalda INVL Auditors Report EN 2025
- Draft profit (loss) distribution
- Candidates to the Board of Invalda INVL
- Articles of Association of Invalda INVL_30 04 2026 GSM
- Ballot paper Invalda INVL_30 04 2026_fillable form
