Invalda INVL
Notification on material event

Notification on the drawn – up terms of the public joint – stock company INVALDA split-off

Vilnius, Lithuania, 2013-02-13 07:12 CET -- Pursuant to part 1 of Article 2.101 of the Civil Code of the Republic of Lithuania and part 1 of Article 65, part 2 of Article 71 of the Law on Companies of the Republic of Lithuania, we hereby inform about drawn - up terms of the public joint - stock company INVALDA split-off. The terms have been prepared by the Board of the company following the resolution of the Extraordinary General Shareholders Meeting of November 20, 2012.

The information concerning the company participating in the split-off: the name - public joint – stock company INVALDA; legal form - public joint - stock company; office address - Vilnius city municipality, city of Vilnius, Šeimyniškių str. 1A; corporate code 1213 04349; VAT payer code: LT213043414; authorized capital is 51 802 146 litas (15 002 938.48 EUR); subscribed authorized capital is 51 802 146 litas (15 002 938.48 EUR); register wherein information about the company has been filed and stored - Register of Legal Entities; keeper of the register - State enterprise Centre of Registers, Vilnius Branch, Division of Legal Entities.   

The information concerning the split-off company: the name -  public joint stock company Invalda Privatus Kapitalas; legal form - public joint - stock company; the registered address - Šeimyniškių str. 1A, Vilnius, Lithuania; the corporate code and VAT payer code will be provided in accordance with legal acts after the company will be registered in the Register of Legal Entities; the authorized capital will be formed in accordance with the split – off terms; the register wherein information about the company will be filed and stored - Register of Legal Entities; keeper of the register - State enterprise Centre of Registers, Vilnius Branch, Division of Legal Entities.   

The split - off is conducted under paragraph 1 of Article 71 of the Law on Companies of the Republic of Lithuania - when a part of the company continuing its activity is split-off and on the basis of assets, rights and duties assigned to this part, a new company of same legal form is established. According to paragraph 2 of Article 72 of the Law on Companies of the Republic of Lithuania, the provisions of the Civil Code and the Law on Companies of the Republic of Lithuania regulating reorganization by division shall apply to the split-off.       

There are no terminated legal entities upon the split-off. The public joint – stock company INVALDA is legal entity continuing its activity after the split – off under the new name – public joint – stock company Invalda LT, and the public joint – stock company Invalda privatus kapitalas is a legal entity commencing its activity after the split - off.    

The split-off will be performed provided that under the procedure established by legal acts of the Republic of Lithuania, the General Shareholders Meeting of the public joint - stock company INVALDA approves the split - off as well as split - off terms and other related issues.   

A part of the public joint – stock company INVALDA and respective rights and duties will be assumed by the public joint – stock company Invalda Privatus Kapitalas on the day of registration of the latter in the Register of Legal Entities and signing of transfer – acceptance certificates on transfer of assets, duties and rights (hereinafter - Transfer – Acceptance Certificates).   

Furthermore, the contractual rights and obligations of the public joint – stock company INVALDA will be transferred to the public joint – stock company Invalda Privatus Kapitalas on the day of signing of the Transfer – Acceptance Certificates and the transactions will be included into the accounting of this company.   

The split - off terms as well as other related documents listed in part 2 of Article 65 of the Law on Companies of the Republic of Lithuania are available in the registered office of the public joint – stock company INVALDA (Vilnius city municipality, city of Vilnius, Šeimyniškių str. 1A) every working day from 8 a.m. till 4 p.m. as well as on the website of www.invalda.lt. The split – off terms together with related documents will be published on the website of NASDAQ OMX Vilnius stock exchange. The information about drawn-up terms of split-off will be announced in the daily Lietuvos rytas.  

The date of a public announcement of the Split – Off Terms on the website www.invalda.lt is February 13, 2013. 

         The person authorized to provide additional information:
         Dalius Kaziunas
         President
         Tel. (8 5) 273 3278
         Email: dalius@invalda.lt